Exhibit 10.2
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT (this "Agreement") is entered into this 4th day of
November, 2005, between Las Vegas Resorts Corporation, a Nevada corporation (the
"Company"), and Xxxxx X. Little("Little").
WHEREAS, the Company has entered into a Subscription Agreement, of even
date herewith (the "Subscription Agreement"), with Halter Financial Investments,
L.P., a Texas limited partnership (the "Investor"), pursuant to which the
Company has agreed to sell to the Investor, and the Investor has agreed to
purchase from the Company, certain shares of the Company's capital stock; and
WHEREAS, in connection with the transactions contemplated by the
Subscription Agreement, Little desires to exchange all of the debt owed to it by
the Company for shares of the Company's Common Stock, par value $.001 per share
(the "Stock").
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Exchange of Securities. In exchange for 240,000 shares of Stock,
Little hereby agrees to release and discharge the Company from its obligation to
repay indebtedness in the amount of $60,000 owed by the Company to Little, as
evidenced by the Demand Promissory Note issued by the Company to Little dated as
of November 4, 2005 (the "Note").
2. Discharge of Obligations. The consummation of the transactions
contemplated by this Agreement shall constitute the full, complete and
satisfactory discharge by the Company of all of the Company's obligations of
indebtedness to Little under any prior agreement or otherwise.
3. Warranties and Representations of Little. Little hereby represents
and warrants that:
(a) The Note represents the sole, total and complete
indebtedness of the Company to Little and the Company is not indebted to Little
for any additional sums, other than for salary or compensation earned but not
yet paid.
(b) Little owns the Note, free and clear of any liens, claims,
or other encumbrances of any kind or nature.
(c) Little is acquiring the Stock to be acquired by him
hereunder solely for investment purposes and not with a view to, or for resale
in connection with, any distribution thereof or with any present intention of
distributing or selling any of the Stock, except as allowed by the Securities
Act of 1933, as amended, or any rules or regulations promulgated thereunder
(collectively, the "Act"). Little understands that the Stock has not been
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registered under the Act, and that accordingly the Stock will not be fully
transferable except as permitted under the various exemptions contained in the
Act, or upon satisfaction of the registration and prospectus delivery
requirements of the Act. Little acknowledges that he must bear the economic risk
of his investment in the Stock for an indefinite period of time since the Stock
has not been registered under the Act and therefore cannot be sold unless the
Stock is subsequently registered or an exemption from registration is available.
4. Survival of Representations and Warranties. The representations and
warranties of the parties hereto set forth herein shall survive the Closing.
5. Closing. The "Closing" of the transactions contemplated hereby shall
occur on the same date as the "Closing Date" as defined in Section 1.3 of the
Subscription Agreement.
6. Further Acts. In addition to the acts recited in this Agreement to
be performed by the Company and Little, the Company and Little agree to perform
or cause to be performed at the Closing or after the Closing any and all such
further acts as may be reasonably necessary to consummate the transactions
contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
LAS VEGAS RESORTS CORPORATION
By: /s/ Xxxxx X. Little
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Xxxxx X. Little, Chief Executive Officer
LITTLE
By: /s/ Xxxxx X. Little
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Xxxxx X. Little
