Schedule to Exhibit 2.7
The following parties have made purchases pursaunt to the attached
form agreement for the amounts of Shares and consideration:
a. Xxxx Xxxxxxxx sold 500,000 Shares to Xxxx Xxxxxx for $100,000;
b. Xxxx Xxxxxxxx sold 1,000,000 Shares to Xxxxxxx Xxxxx for
$200,000;
c. Xxxx Xxxxxxxx sold 250,000 Shares to Xxxxxxxx XxXxxxxx for
$50,000;
d. Xxxx Xxxxxxxx sold 250,000 Shares to Xxxxxx XxXxxxxx, Xx. for
$50,000;
e. Xxxx Xxxxxxxx sold 250,000 Shares to Xxxxx XxXxxxxx for $50,000;
f. Xxxx Xxxxxxxx sold 250,000 Shares to Xxxx Xxxxx for $50,000;
g. Xxxx Xxxxxx sold 25,000 Shares to Xxxxxxxx XxXxxxxx for $5,000;
h. Xxxx Xxxxxx sold 25,000 Shares to Xxxxxx XxXxxxxx, Xx. for $5,000;
and
i. Xxxx Xxxxxx sold 25,000 Shares to Xxxxx XxXxxxxx for $5,000.
Exhibit 2.7
FORM OF
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, made and entered into this ___ day of
July, 2001 (the "Agreement"), by and between [__________________] (the
"Seller"), and [__________________] (the "Purchaser").
WITNESSETH:
----------
WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to purchase, all upon the terms and subject to the conditions
set forth in this Agreement, [__________________] shares (the "Shares") of the
Common Stock, $0.001 par value per share, of Viva Gaming & Resorts, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:
1. SALE AND PURCHASE OF STOCK. (a) The Seller hereby privately
sells, and the Purchaser hereby privately purchases, the Shares.
(b) The purchase price for the Shares is $[__________________],
payable by certified check or wire transfer of immediately available funds
concurrently with the Closing (as defined below).
(c) Concurrently with the Closing, the Seller shall deliver to the
Purchaser (or the Purchaser's agent) a stock certificate representing the Shares
purchased pursuant hereto, together with appropriate stock powers, and shall
have paid to the Company such amounts as may be required for any applicable
stock transfer taxes.
(d) This transaction shall close and all deliveries to be made at
the time of closing (the "Closing") shall take place as soon as reasonably
practical after satisfaction of the conditions set forth in Section 4 hereof.
The Closing shall take place at the offices of Xxxxx Xxxxxx Xxxxxx & Xxxxxxxx
LLP, 000 X. Xxxxxxx Xxxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, or at such other
place as the Seller and Purchaser shall agree.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
represents and warrants to the Purchaser as follows:
2.1 OWNERSHIP OF SHARES. The Shares are solely owned by the
Seller, validly issued, fully paid and non-assessable and are free and clear of
any and all liens, encumbrances, claims, charges and assessments and subject to
no options, agreements, or restrictions with respect to transferability.
2.2 AUTHORIZATION. The Seller [is of full age] [if an
individual] and has all [requisite/corporate] [depends on type of Seller] power,
legal capacity and authority to enter into this Agreement and to assume and
perform [his/its] [depends on type of Seller] obligations hereunder. This
Agreement when duly executed and delivered by the Seller will constitute a
legal,
valid and binding obligation of the Seller, enforceable against Seller in
accordance with its terms, except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows:
3.1 AUTHORIZATION. The Purchaser [is of full age] [if individual
purchaser] and has all requisite [corporate] [if purchaser is a corporation]
power, legal capacity and authority to enter into this Agreement and to assume
and perform [his/its] [depends on whether Purchaser is an individual or a
corporation] obligations hereunder. This Agreement when duly executed and
delivered by the Purchaser will constitute a legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its
terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally or by the principles governing the
availability of equitable remedies.
3.2 INVESTMENT. The Purchaser is acquiring the Shares for
Purchaser's own account as principal, not as a nominee or agent, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof in whole or in part and no other person or entity has
a direct or indirect beneficial interest in the Shares. The Purchaser does not
have any contract, undertaking, agreement or arrangement with any person or
entity to sell, transfer or grant participations to such person or entity or to
any third person or entity with respect to any of the Shares.
3.3 AVAILABLE INFORMATION. The Purchaser acknowledges that [he/it]
[depends on whether Purchaser is an individual or a corporation] is familiar
with the business, financial condition and affairs of the Company and is
therefore able to evaluate the merits and risks of a purchase of the Shares.
3.4 LEGEND. The Purchaser understands and acknowledges that the
certificates for the Shares shall bear a legend substantially as follows until
(i) such securities shall have been registered under the Securities Act and
effectively been disposed of in accordance with an effective registration
statement thereunder; or (ii) in the opinion of counsel for the Company such
securities may be sold without registration under the Securities Act as well as
any applicable "Blue Sky" or state securities laws:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAW, AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THE SAME ARE
REGISTERED AND QUALIFIED IN ACCORDANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR IN THE OPINION OF
-2-
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."
[3.5 AGE. The Purchaser is at least 21 years of age.] [if
Purchaswer is an individual]
3.6 NON-MARKETABLE INVESTMENTS. The Purchaser's overall
commitment to investments that are not readily marketable is not
disproportionate to the Purchaser's net worth, and an investment in the Shares
will not cause such overall commitment to become excessive.
3.7 SURVIVAL. The foregoing representations, warranties and
agreements shall survive the execution of this Agreement.
4. CONDITIONS TO THE OBLIGATIONS OF THE SELLER AND THE PURCHASER.
(a) The delivery of all components of all Gaming Machines constituting the
Assets (as such terms are defined in that certain Revised and Restated Gaming
Equipment Sale Agreement, by and between Phoenix Leisure, Inc. and ABD Gaming
Supply, dated as of the date hereof) shall have been completed.
(b) The transactions contemplated by that certain Conversion
Agreement between Viva Gaming & Resorts, Inc. and the Seller shall have been
consummated.
5. GENERAL PROVISIONS.
(a) ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written
agreements, if any, between the parties hereto with respect to such subject
matter and, except as otherwise expressly provided herein, is not intended to
confer upon any other person any rights or remedies hereunder. Any amendments
hereto or modifications hereof must be made in writing and executed by each of
the parties hereto. Any failure by the Seller or the Purchaser to enforce any
rights hereunder shall not be deemed a waiver of such rights.
(b) NOTICES. All notices and other communications given or made
hereunder shall be in writing and delivered personally or mailed by registered
or certified mail postage prepaid, return receipt requested (or if unavailable,
first class mail postage prepaid) to the Seller or the Purchaser at his
respective address set forth at the head of this Agreement, and, in each case,
to such other address as any party shall have given to the other party by
similar notice.
(c) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida without giving
effect to conflict of laws principles.
-3-
(d) BINDING EFFECT; ASSIGNMENT. This Agreement and the various
rights and obligations arising hereunder shall inure to the benefit of and be
binding upon the Seller and the Purchaser and their respective successors and
assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be transferred or assigned (by operation of law or otherwise) by
any of the parties hereto without the prior written consent of the other party
hereto. Any transfer or assignment of any of the rights, interests or
obligations hereunder in violation of the terms hereof shall be void and of no
force or effect.
(e) SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by virtue of any
rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the maximum extent possible.
(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
SELLER:
-------------------------------------
[__________________]
PURCHASER:
-------------------------------------
[__________________]
-4-
