STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered
into effective as of the 12th day of January, 1999, by and between
EQUITAS, CORP., a Panama corporation, ("Buyer"), and GLOBAL CASINOS,
INC., a Utah corporation ("Seller").
WHEREAS, Seller owns 30 shares of the issued and outstanding
shares of the Common Stock (the "Common Stock" or "Shares") of B.P.J.
Holding, N.V., a Curacao corporation, (the "Company" or "BPJ").
NOW, THEREFORE, in consideration of the premises, the mutual
benefits to be derived from this Agreement and the representations,
warranties, and covenants contained hereinafter, Buyer and Sellers
hereby agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and
conditions herein stated, Seller shall sell, assign, transfer and
deliver to Buyer on the Closing Date (as hereinafter defined),
and Buyer shall purchase and acquire from Seller on the Closing
Date, 30 shares of the Common Stock of the Company (the "Shares").
The purchase price to be paid by Buyer to Seller on the Closing
Date for the Shares is the sum of $1.00, to be paid at Closing.
2. The Closing and Effective Date. The closing of the
purchase and sale of the Shares shall take place on January 12,
1999 or at such later date which is mutually agreed upon by the
parties hereto (the "Closing Date"). The Effective Date of the
transaction shall for all purposes shall be December 31, 1998
(the "Effective Date").
3. Representations and Warranties of Seller. Seller
hereby represents and warrants to Buyer as follows:
(a) The Shares represent 100% of the issued and
outstanding shares of the Company.
(b) The sole tangible asset of BPJ consists of 20
shares of the capital stock of Global Entertainment Group, N.V.,
an Aruba corporation, ("Global Entertainment"), which constitute
100% of the issued and outstanding shares of capital stock of
Global Entertainment.
(c) The execution and the delivery of this Agreement
and the consummation of the transactions contemplated hereby by
Seller do not conflict with or result in a breach or violation
of, or default under (or an event that, with notice or lapse of
time, or both, would constitute a default), any of the terms,
provisions or conditions of the Articles of Incorporation or By-
Laws of the Company, or any material agreement or instrument to
which Seller is a party or by which Seller is bound.
(d) This Agreement has been duly authorized by all
necessary corporate action on behalf of Seller and has been duly
executed and delivered by authorized officers of Seller and is a
valid and binding agreement on the part of the Seller that is
enforceable against the Seller in accordance with its terms,
except as the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and to
judicial limitations on the enforcement of the remedy of specific
performance and other equitable remedies.
(e) Seller owns the Shares, both beneficially and of
record, subject to no liens, encumbrances or rights of others,
and has the right to transfer to Buyer the entire right, title
and interest in and to the Shares. The Shares are validly issued
and nonassessable.
(f) Seller is not a party to any voting trust or voting
agreement, stockholder's agreement, pledge agreement, buy-sell
agreement, or first refusal agreement relative to the Shares.
(g) Seller makes and expressly disclaims any and all
representation or warranty with respect to the financial condition
of the Company or its subsidiary of Global Entertainment, its business
operations, assets or the value of the Shares.
4. Representation and Warranties of Buyer. Buyer hereby
represents and warrants to Seller as follows:
(a) Buyer is acquiring the Shares for Buyer's own
account for the purpose of investment and not with a view to, or
for sale in connection with, any distribution of such Shares, nor
with any present intention of distributing or selling such Shares,
except insofar as such Shares are included in a public offering
registered pursuant to the Securities Act of 1933 (as amended)
or the disposition thereof is exempt from such registration.
Buyer understands that the Shares have not been registered under
federal or state securities laws and that such Shares are being
offered and sold to Buyer pursuant to a claimed exemption from
the registration requirements of such laws.
(b) Buyer has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and
risk of its purchase of the Shares and has the ability to bear the
economic risk of the purchase of the Shares. Buyer has had access
to such information concerning the Company, which the Company has
made available to Buyer, and has had the opportunity to ask questions
of, and receive answers from, officials of the Company concerning the
business, operations, financial condition, assets, liabilities and
other matters pertaining to the Company.
(c) Buyer understands that the Shares being acquired
by its hereunder may not be sold, transferred or otherwise disposed
of without registration under the Securities Act of 1933 (as amended)
or pursuant to an exemption therefrom, in which case, the Company
may require that it be furnished with an opinion of counsel for Buyer
reasonably satisfactory to the Company that such registration is not
required, or Buyer may present to the Company a letter from the
Securities and Exchange Commission to the effect that, in the event
the Shares are transferred by Buyer without registration, the
Commission or the staff thereof will not recommend any action.
Buyer consents that any transfer agent of the Company may be
instructed not to transfer any of such stock unless it receives
satisfactory evidence of compliance with the foregoing provisions.
5. Agreements of Buyer.
(a) Buyer agrees with Seller that in entering into
this transaction with Seller and buying the Shares from Seller,
Buyer is not relying upon any statement by Seller about the
Company or its stock or the value thereof, nor is Buyer relying
upon Seller as a source of information pertaining to the Company
or its stock or the value thereof.
(b) Buyer accepts the Shares and control of the
Company "as is" and "where is" and acknowledges that Seller makes
no and expressly disclaims any and all representation or warranty
regarding the Shares, the Company, Global Entertainment, or its
financial condition, assets or business operations.
6. Agreements of Seller. Seller agrees with Buyer that in
entering into this transaction with Buyer and selling the Shares
to Buyer, Seller is not relying upon any statement by Buyer about
the Company or its stock or the value thereof, nor is Seller
relying upon Buyer as a source of information pertaining to the
Company or its stock or the value thereof.
7. Payment of Expenses. Each party will be liable for its
own costs and expenses incurred in connection with the negotiation,
preparation, execution or performance of this Agreement, including
without limitation, any legal, accounting, and other professional
fees and expenses.
8. Attorney's Fees for Claims. In the event that a claim
is brought by one party hereto against the other party hereto for
breach of any provision hereof or otherwise arising out of the
transaction to which this Agreement relates, the prevailing party
shall be entitled to payment or reimbursement of the expenses
incurred by it in connection with the litigation or the portion
thereof as to which it prevails, including but not limited to,
attorneys' fees and costs.
9. Waiver. Any of the terms or conditions of this
Agreement may be waived at any time and from time to time in
writing by the party entitled to the benefits thereof without
affecting any other terms or conditions of this Agreement. The
waiver by any party hereto of any condition or breach of any
provision of this Agreement shall not operate as a waiver of any
other condition or other or subsequent breach.
10. Amendment. This Agreement may be amended or modified
only by a written instrument executed by the parties hereto.
11. Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties in respect of the
transactions contemplated hereby and supersedes all prior agreements,
arrangements and understandings, oral or written, relating to the
subject matter hereof. No representation, promise, inducement or
statement of intention has been made by either party which is not
embodied in this Agreement and no party shall be bound by or liable
for any alleged representation, promise, inducement or statement
of intention not so set forth.
12. Survival of Representations, Warranties and Agreements.
All representations and warranties contained in this Agreement
shall survive the consummation of the transaction contemplated
hereby for a period of two years immediately following the Closing
Date. All agreements and covenants contained in this Agreement
not fully performed as of the Closing Date shall survive the
Closing Date and continue thereafter until fully performed or
until the time for further performance has expired.
13. Severability. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.
14. Third Party Beneficiaries. Each party hereto intends
that this Agreement shall not benefit or create any right or cause
of action in or on behalf of any person other than the parties hereto.
15. Fax/Counterparts. This Agreement may be executed by
telex, telecopy or other facsimile transmission, and may be executed
in counterparts, each of which shall be deemed an original, but all
of which shall together constitute one agreement.
16. Litigation. Any litigation commenced which is based in
whole or in part upon claims under or in connection with this
Agreement or the transaction contemplated hereby shall be brought
in a court of competent jurisdiction (state or federal) in the
United States of America.
17. General. This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado; may not be
transferred or assigned by any party hereto, other than by operation
of law, and shall inure to the benefit of and be binding upon Buyer
and Seller and their respective successors and assigns; and may be
executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the
same instrument. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date and year first above written.
EQUITAS, CORP., a Panama corporation
By: /s/Xxxx Xxxxx
Xxxx Xxxxx, President
GLOBAL CASINOS,INC., a Utah corporation
By: /s/ Xxxxxxx X.Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx,President
