EXHIBIT 10.138
PURCHASE AGREEMENT DATED AUGUST 30, 1996 BETWEEN
NUOASIS INTERNATIONAL INC. AND VARIOUS PURCHASERS
PURCHASE AGREEMENT
DATED: 30th, August 1996
PARTIES:
1. "NuOasis" NuOasis International Inc., a corporation
organized under the laws of the Commonwealth
of the Bahamas.
2. "Purchaser" Those persons identified on Schedule 1
attached hereto whether one or more, and
incorporated herein by reference for all
purposes, who agree to be parties to this
agreement as evidenced by their execution
hereof.
RECITALS:
1.1 On May 25, 1995, Xxxx Xxxxxxx'x XX Inc., a Colorado corporation
("Xxxx"), the sole shareholder of NuOasis, acquired from Dragon a forty
percent (40%) net profits interest in the gaming operations conducted
by Ng, doing business as Dragon Sight International Amusement (Macau)
Company ("Dragon") at the Hyatt and Holiday Inn Hotels in Macau, as
described in the Assignment annexed hereto as Schedule "2" (the
"Interest"); and,
1.2 Xxxx assigned all of its right, title and interest in the Interest to
NuOasis by way of the Assignment dated December 29, 1995, a copy of
which is annexed hereto as Schedule 3 (the "Assignment"); and,
1.3 Purchaser wishes to acquire the Interest and, pursuant to the terms
hereof, agrees to purchase the Interest from NuOasis.
OPERATIVE PROVISIONS:
1. Exchange
On the basis of the representations and warranties herein contained,
subject to the terms and conditions set forth herein, and for the
Consideration (as defined herein), NuOasis agrees to transfer the
Interest to Purchaser and Purchaser agrees to transfer the
Consideration to NuOasis or its designee.
2. The Consideration
The consideration ("Consideration") to be assigned and transferred to
NuOasis in exchange for the Interest shall consist of Twenty Million
Dollars (USD20,000,000) of marketable securities consisting of not less
than Twenty Million (20,000,000) shares of common stock of Xxxx, or
other securities acceptable to NuOasis in its sole discretion.
3. Effective Date and Closing
The closing and effective date of the exchange contemplated by this
Agreement (the "Closing") shall occur upon such date that the parties
have satisfied their respective obligations and covenants contained
herein, but shall not be later than 30th September, 1996. At the
Closing, Purchaser shall deliver the Consideration to NuOasis and
NuOasis shall deliver the Interest to Purchaser, along with any
opinions, certificates, exhibits, etc. reasonably requested by the
other party.
4. Representations and Warranties of Purchaser
Purchaser and each of them, hereby represent and warrant to NuOasis
that:
4.1 It is a corporation duty organised and validly existing as of the
date hereof; and
4.2 It is not defendant or a plaintiff against whom a counterclaim
has been made or reduced to judgement. in any litigation or
proceedings before any federal, provincial or municipal
government, or any department, board, body or agency thereof.
which could result in a claim against the Consideration; and
4.3 This Agreement has been duly executed by in the capacities stated
on Schedule 3, and the execution and performance of
this-.Agreement will not violate, or result in a breach of, or
constitute a default in any agreement, instrument, judgement,
order or decree to which Purchaser is a party or to which it
maybe subject; and
4.4 It's right to transfer the Consideration is not in violation of
any preemptive rights of any person or of any agreement to which
it is bound; and
4.5 The Consideration will be transferred without any adverse claims
to any interest or right by any third party.
4.6 No representation or warranty contained herein, nor statement in
any document, certificate or schedule furnished or to be
furnished pursuant to this Agreement by Purchaser or in
connection with the transaction contemplated hereby, contains or
contained any untrue statement of a material fact, nor does it
omit to state a material fact necessary to make any statement of
fact contained herein not misleading.
5. Representations and Warranties of NuOasis
NuOasis hereby represents and warrants to Purchaser that:
5.1 This Agreement has been duly executed by NuOasis and the
execution and performance of this Agreement will not violate. or
result in a breach of, or constitute a default in any agreement,
instrument, judgement, order or decree to which the Interest is a
party or to which NuOasis is subject; and
5.2 The Interest is not subject to any claims or causes of action
created by or through NuOasis, and NuOasis is not a defendant,
nor a plaintiff against whom a counterclaim has been made or
reduced to judgement, in any litigation or proceedings before any
U.S., federal or state government, or the Commonwealth of the
Bahama's, or any department, board, body or agency thereof,
involving the Interest as of the date hereof; and
5.3 NuOasis. and NuOasis has the full right and power to transfer
such and enter into and carry out this Agreement; and
5.4 No representation or warranty contained herein, nor statement in
any document, certificate or schedule furnished or to be
furnished pursuant to this Agreement by NuOasis, or in connection
with the transaction contemplated hereby, contains or contained
any untrue statement of a material fact, nor does it omit to
state a material fact necessary to make any statement of fact
contained herein not misleading.
6. Availability of Information
Purchaser and NuOasis represent that, by virtue of their respective
business activities and economic bargaining power or otherwise, they
have been able to conduct their own due diligence and have had access
to or have been furnished with, prior to or concurrently with the
execution hereof, the information which they consider to be adequate to
make a decision ta exchange the Interest for the consideration.
7. Termination
This Agreement may be terminated at anytime prior to the date of
Closing by either Purchaser, by unanimous electron in the event of more
than one, or by NuOasis if (a) 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
transaction contemplated by this Agreement, and which. in the judgment
of such party giving notice to terminate and based upon the advice of
legal counsel, makes it inadvisable to proceed with the transaction
contemplated by this Agreement; or (b) if this transaction has not
closed by 30th September, 1996.
8. Miscellaneous
8.1 The officers of NuOasis and Purchaser executing this Agreement
are duly authorized to do so and each party has taken all action
required by law or otherwise to properly and legally execute this
Agreement.
8.2 Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail,
postage prepaid, addressed as follows:
To NuOasis: NuOasis International Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
Telephone: x00 0000 000000
Facsimile: x00 0000 000000
To Purchaser: As shown on Schedule 1.
or to any other address which may hereafter be designated by
either party by notice given in such manner. All notices shall be
deemed to have been given as of the date of receipt.
8.3 This Agreement sets forth the entire understanding between the
parties hereto and no other prior written or oral statement or
agreement shall be recognised or enforced.
8.4 If a court of competent jurisdiction determines that any clause
or provision of this Agreement is invalid, illegal or
unenforceable the other clauses and provisions of the Agreement
shall remain in full force and effect and the clauses and
provision which are determined to be void, illegal or
unenforceable shall be limited so that they shall remain in
effect to the extent permissible by law.
8.5 Neither party may assign this Agreement without the express
written consent of the other party and any approved assignment
shall be binding on and inure to the benefit of such successor
or, in the event of death or incapacity, on assignor's heirs,
executors, administrators and successors.
8.6 Notwithstanding that this Agreement was negotiated and is being
contracted for in Hong Kong, it shall be governed by the laws of
the Commonwealth of the Bahamas, notwithstanding any
conflict-of-law Provision to the contrary.
8.7 If any legal action or other preceding is brought for the
enforcement of or to declare any right or obligation under this
Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of
this Agreement, or otherwise because of a dispute among the
parties hereto, the prevailing party will be entitled to recover
actual attorney's fees (including for appeals and collection) and
other expenses incurred in such action or proceeding, in addition
to any other relief to which such party may be entitled.
8.8 Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties hereto and their
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such intent.
8.9 It is understood and agreed that this Agreement may be executed
in any number of identical counterparts, each of which may be
deemed an original for all purposes.
8.10 At any time, and from time to time after the Closing, 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 Interest and Consideration to be transferred
hereunder, or otherwise to carry out the intent and purposes of
this Agreement.
8.11 Purchaser and NuOasis each warrant that none of them have
incurred any liability, contingent or otherwise, for brokers' or
finders' fees or commissions relating to this Agreement for which
the other party or parses shall have responsibility. 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 same.
8.12 Every right and remedy provided herein shall be cumulative with
every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no
waiver by any party of the performance of any obligation by the
other shall be construed as a waiver of the same or any other
default then theretofore, or thereafter occurring or existing. At
any time prior to Closing, this Agreement may be amended by a
writing signed by all parties hereto.
8.13 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.
SIGNED AND DELIVERED as a DEED )
)
by: /s/ X.X. Xxxxxxxx (a Director) )
----------------------------------- )
for and on behalf of First Directors Limited )
)
and: /s/ X.X. Xxxxx (a Director) )
----------------------------------- )
for and on behalf of First Directors Limited )
)
on behalf of )
NUOASIS INTERNATIONAL INC. )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
PERFECT WAY INVESTMENT LIMITED )
/s/ PERFECT WAY INVESTMENT LIMITED )
(Continued on next page)
(Signature page continued)
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
RISEN INVESTMENT LIMITED )
/s/ RISEN INVESTMENT LIMITED )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
SHARP PROFIT INVESTMENT LIMITED )
/s/ SHARP PROFIT INVESTMENT LIMITED )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
SUNNING STAR ENTERPRISES LIMITED )
/s/ SUNNING STAR ENTERPRISES LIMITED )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
UP FIELD INVESTMENT LIMITED )
/s/ UP FIELD INVESTMENT LIMITED )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
WORLDFIX INVESTMENT LIMITED )
/s/ WORLDFIX INVESTMENT LIMITED )
(Continued on next page)
(Signature page continued)
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
DRAGON STAR SECURITIES LIMITED )
/s/ DRAGON STAR SECURITIES LIMITED )
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
)
SIGNED AND DELIVERED as a DEED )
)
by: (a Director) )
)
and: (a Director) )
)
on behalf of )
)
SCHEDULE "1"
TO THE PURCHASE AGREEMENT
DATED 30, AUGUST 1996
PURCHASER
Description of Securities Constituting
Name the Consideration
------------------------------------ ---------------------------------------
PERFECT WAY INVESTMENT LIMITED
Rm. 1406, Eastern Commercial Centre,
000-000 Xxxxxxxx Xxxx,
Xxxxxxxx Xxx,
Xxxx Xxxx
RISEN INVESTMENT LTD
Rm. 3002, 3/F,
Diamond Square,
Shun Tak Centre,
000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx
SHARP PROFIT INVESTMENT LIMITED
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx
SUNNING STAR ENTERPRISES LTD
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx
UP FIELD INVESTMENT LTD
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx
WORLDFIX INVESTMENT LTD
Rm. 3002-3006, 3/F,
Shun Tak Centre,
000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx
DRAGON STAR INVESTMENTS LTD
0/X, 0 Xxxxxxxx Xxxx,
Xxxx Xxxx
