Stock Purchase Agreement
This Stock Purchase Agreement (the "Agreement") is entered effective this
4th day of May, 2001 by and between Seller, Empire & Co., % Xxxxx X. Xxx,
Esquire, Xxxxxxx & Xxxxxx, L.L.P. 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
00000-0000 (hereinafter "Seller") and Buyer, Dunes Hotels & Casinos, Inc., 00000
Xxxxxx Xxxx 00X, Xxxxx, Xxxxxxxxxx 00000 or its further assigns (hereinafter
"Buyer"). In consideration of the payment of the Purchase Price, set forth
below, mutual promises herein and such other and good and valuable
consideration, the receipt and sufficiency is hereby acknowledged, the parties
agree as follows:
1. Seller owns and possesses the certificates to 1973 shares of Series
B Preferred Stock of Dunes Hotels and Casino's, Inc. ($0.50) Par Value (the
"Shares"). Seller agrees to sell the Shares and Buyer agrees to purchase the
Shares.
2. The Purchase Price of the Shares is One Hundred Forty-seven Thousand
Nine Hundred Seventy-five Dollars ($147,975.00). Buyer shall pay the Purchase
Price to Seller by bank check sent by overnight express to Seller in care of
Xxxxx X. Xxx, Esquire, Xxxxxxx & Xxxxxx, L.L.P. 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx, 00000-0000 within three business days of the execution of this
Agreement. Seller shall send the original certificates representing the Shares,
together with a stock power, duly executed and Medallion Guaranteed, in favor of
Buyer or its further assigns within three business days of the execution of this
Agreement.
3. Seller shall notify Buyer immediately in the event that it is unable to
deliver all of the certificates representing the Shares and stock power. Seller
shall use its best efforts to obtain the original certificates representing the
Shares or obtain replacement certificates for the missing or lost certificates
and deliver the same to Buyer as soon as reasonably possible. Upon such notice,
if Buyer has not made full payment of the Purchase Price, Buyer may withhold
partial and proportionate payment of the Purchase Price until it receives all of
the remaining certificates of stock representing all of the Shares.
4. Seller warrants that it is the sole owner of the Shares and of all
rights to the Shares; Seller may sell the Shares to Buyer without the consent or
approval of any person, corporation, partnership, governmental authority or any
other entity; Seller has not, except as provided in this Agreement, sold,
transferred or assigned any of its rights in or to any of the Shares; the Shares
are free and clear of any liens, claims, encumbrances and restrictions of any
kind; Seller has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement and this Agreement
constitutes when executed the legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms.
5. Buyer warrants that it has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and this
Agreement constitutes when executed the legal, valid and binding obligation of
Buyer enforceable against Buyer in accordance with its terms.
6. This Agreement constitutes the entire agreement among the parties with
respect to the matters described herein. Each party represents and agrees that
no representations, warranties, promises, statements or inducements have been
made to them that caused them to sign this Agreement other than those expressed
and stated in this Agreement.
7. Any notice, request, demand, waiver or any other communication which is
required or permitted to be given to any party under this Agreement shall be in
writing and shall be given to that party by overnight express courier at the
address set forth above or at such other address as to which notice of the
change is given.
8. This Agreement will be governed by and construed in accordance with the
law of the State of New York. This Agreement shall not be amended or terminated
except by an instrument in writing signed by all of the parties hereto. This
Agreement may be executed in one or more copies, all of the same shall be
considered originals. Further, execution and transmittal of this Agreement by
facsimile shall be deemed to be an original copy of the executed Agreement.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first written above.
SELLER BUYER
EMPIRE & CO. DUNES HOTELS & CASINOS, INC.
By /s/ Xxxxx X. Xxx By /s/ Xxxxx X. Xxxxxx
--------------------------- -----------------------------
Xxxxx X. Xxx Xxxxx X. Xxxxxx
Authorized Representative President
