CASINO RESOURCE CORPORATION
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 31st day of December,
1999 by and between XXX XXXXXXXX HOLDING CORP., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), and the
undersigned Purchaser, an individual (the "Purchaser").
BACKGROUND:
The Purchaser desires to purchase from the Company and the Company
desires to sell to the Purchaser Nine Hundred Fifty-Two Thousand Two Hundred and
Fifty Shares (952,250) shares of the common stock of Casino Resource Corporation
("CRC"), par value of $0.01 per share (the "Shares") on the terms hereinafter
set forth.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. On or as promptly as possible after the date hereof, the Company
shall and hereby agrees to sell to the Purchaser, and the Purchaser shall and
hereby agrees to purchase from the Company, at a price of Ten Cents ($0.10) per
Share, Nine Hundred Fifty-Two Thousand Two Hundred Fifty (952,250) Shares for an
aggregate purchase price of Ninety-Five Thousand Two Hundred Twenty-Five Dollars
($95,225.00). (the "Purchase Price").
2. The payment of the Purchase Price shall be made upon receipt of
certificates endorsed in blank or with stock powers attached endorsed in blank,
in either such case with signature guaranteed by a national bank or a member of
the New York Stock Exchange for the appropriate number of Shares of the Company.
The Purchase Price shall be paid by delivery of Purchaser's Promissory Note, in
the face amount of Ninety Five Thousand Two Hundred Twenty Five Dollars
($95,225.00), with interest accruing at a rate of Six Percent (6%) per annum and
maturing in a lump sum on December 31, 2000, in the form of Exhibit "A" attached
hereto (the "Note").
3. The Purchaser hereby represents and warrants to the Company that the
Shares are being acquired by him for his own account as principal, and for
investment and not with a view to the distribution or resale thereof, the effect
of which is that such Shares must be held indefinitely unless subsequently
registered under the Securities Act of 1933, as amended, and registered or
qualified under each applicable state securities statute and regulation, or an
exemption therefrom is available.
4. The Purchaser hereby agrees that certificates representing Shares
issued to him pursuant hereto may bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTE OR
REGULATION. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION,
SUCH REGISTRATION IS NOT REQUIRED.
5. By executing this Stock Purchase Agreement, the Purchaser:
(a) By virtue of his affiliation with CRC, acknowledges that he is
familiar with and understands CRC's operations and prospects;
(b) Represents and warrants that 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;
(c) Represents and warrants that (i) he is at least twenty-one (21)
years of age, (ii) he maintains his domicile (and is not a transient or
temporary resident) in the State of Mississippi (iii) he has adequate means of
providing for his current needs and personal contingencies, (iv) he has no need
for liquidity in the proposed investment in the Shares, (v) all of his
investments in and commitments to non-liquid investments are, and after the
purchase of the Shares will be, reasonable in relation to his net worth and
current needs, and (vi) he is able to bear the economic risk of losing the
entire investment in the Shares;
(d) Understands that (i) neither CRC nor the Company has any
obligation to register the Shares for resale under any Federal or state
securities law, or to take any action (including the filing of reports or the
publication of information required by Rule 144 promulgated under the Securities
Act of 1933) which would make available any exemption from the registration
requirements of such laws, and (ii) therefore he may be precluded from selling
or otherwise transferring or disposing of any Shares and may have to bear the
economic risk of investment in the Shares for the indefinite future;
(e) Understands that no Federal or state agency has approved or
disapproved the Shares, passed upon or endorsed the merits of the offering or
sale thereof, or made any finding or determination as to the fairness of the
Shares for investment; and
(f) Understands that the Shares are being offered and sold in
reliance on specific exemptions from the registration requirements of Federal
and state securities laws and that the Company and controlling persons thereof
are relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings set forth in this Stock Purchase
Agreement to determine the applicability of such exemptions and the suitability
of the undersigned to acquire Shares.
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6. By executing this Stock Purchase Agreement, the Company:
(a) Acknowledges that it has had the opportunity to acquire all
information concerning the business, affairs, financial condition and prospects
of CRC which it deems relevant to making a fully informed decision regarding
consummation of the transactions contemplated by this Agreement;
(b) Acknowledges that it has been supplied with copies of CRC's
latest Annual Report on Form 10-KSB, CRC's latest Quarterly Report on Form
10-QSB, CRC's latest Proxy Statement, and CRC's latest Annual Report to
shareholders;
(c) Understands and acknowledges that neither the Purchaser, nor CRC
nor anyone acting on behalf of either of them has made any representation or
warranty regarding CRC or its business or affairs, or any other subject other
than those representations, warranties, and acknowledgments set forth expressly
in this Agreement, and the Company further acknowledges that it has not
therefore relied on any such representations or warranties in the belief that
they were made on behalf of CRC or the Purchaser;
(d) Acknowledges that it has been told that CRC is negotiating a
possible acquisition of assets of a company named Digital Development, LLC,
doing business as Raw Data Corporation, a company engaged in the business of
causing to be produced and manufactured business-card sized CD Roms with links
to the owner's internet web-site, and that if such acquisition is consummated
(as to which Company acknowledges there is no assurance), CRC may elect to exit
from the gaming industry and devote its time, resources, and efforts in the
direction of the newly acquired assets; and
(e) Acknowledges that it has been told that CRC is negotiating the
possible sale of CRC's casino located in Tunisia, North Africa to the landlord
of the facility where the casino is located, but that no firm agreement has been
reached, and that there is no assurance that any such agreement will ever be
reached, or the terms of any such agreement.
7. This Stock Purchase Agreement shall be governed by the laws of the
State of Mississippi.
IN WITNESS WHEREOF, the parties hereto have executed this
Stock Purchase Agreement as of the date first above written.
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Attest: XXX XXXXXXXX HOLDING CORP.
By:________________________ By:__________________________
Name: Name:
Title: Secretary Title:
WITNESS: PURCHASER:
____________________________ __________________________(SEAL)
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