REAL ESTATE PURCHASE AGREEMENT
PARTIES: Oasis Hotel, Resort & Casino III, Inc. - Buyer, a Nevada
Corporation with its principal officers located at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
Oasis International Hotel & Casino, Inc. - Seller, a Nevada
corporation with its offices located at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
PROPERTY: Twenty acres of real property, including all improvements
located thereon, located at the Northeast corner of the
intersection of I-80 and Nevada state Highway 233 in the
county of Elko, State of Nevada and commonly known as Oasis,
the twenty acres to be taken from a parcel consisting of 49.96
acres more or less and more specifically described in the
legal description as attached hereto and labeled as Exhibit
"A." The specific twenty acres to be designated by a survey,
subject to the mutual agreement of the parties.
Unless excluded herein, this sale shall include all fixtures presently
attached to the Property: plumbing, heating, air-conditioning and venting
fixtures and equipment, water heater, built-in appliances, light fixtures and
bulbs, bathroom fixtures, curtains and draperies and rods, window and door
screens, storm doors, window blinds, awning, installed television antenna,
satellite dishes and systems, wall-to-wall carpets, fences, trees and shrubs,
inventory, trade fixtures, permits, and licenses, if any such are present on the
property, No items have been specifically represented to be present on the
property. Buyer will grant to Seller an easement for free access to Seller's
property, the easement to be determined during Buyer's due diligence period and
is moveable at the mutual agreement of the parties. No water rights are to be
granted by the sale. Seller agrees to provide water as shall be determined
during Buyer's due diligence.
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above upon the following terms and conditions:
Deposit: 250,000 shares, valued at $0.10 each, of common stock,
issued pursuant to regulation 504, in the buyer to be
delivered to seller within 5 business days of acceptance
hereof. The deposit shall be fully earned by Seller upon
delivery thereof.
Price: Total purchase price shall be $5,000,000 for the property
as described herein above, to which the deposit may be
applied, the purchase price to be paid as provided for at
the time of closing.
Payment: The purchase price of $5,000,000 is to be paid with
$1,000,000 in cash at closing, credit for the deposit, the
balance to be seller financed and secured by the property.
Seller will allow for payments under the terms of repayment
to be made with cash or stock in the buyer corporation at
50% of the bid price for the stock but only so long as the
stock is quoted. Seller further agrees, upon written
request, to subordinate its secured position in the
property, to loans used in the construction of a hotel or
casino on the property.
DEPOSIT: Within 90 calendar days of this agreement, both parties shall deposit
with an agreed and designated Escrow Holder, all funds and instruments necessary
to complete the sale in accordance with the terms hereof. Escrow fees to be paid
by Buyer.
CLOSING: This transaction shall be closed on or before 91 days from the date
hereof, or thereafter if extended by the agreement of both parties hereto.
Closing shall occur when: (a) Buyer and Seller have signed and delivered to an
escrow/title company all documents required by this Contract, by written escrow
instructions and by applicable law; and (b) the monies required to be paid under
these documents, have been delivered to the escrow/title company in the form of
cashier's check, collected or cleared funds. Seller and Buyer shall each pay
one-half (1/2) of the escrow Closing fees. Taxes and assessments for the current
year, rents, and interest on assumed obligations shall be prorated as set forth
in this Section. Unearned deposits on tenancies shall be transferred to Buyer at
Closing. Prorations set forth in this Section shall be made as of the date of
Closing.
POSSESSION: Seller shall deliver possession to Buyer upon closing.
BROKER & AGENT: Each party shall be responsible for any commissions to agents or
brokers that it has contracted with.
EVIDENCE OF TITLE: (a) Seller has, or shall gave at Closing, fee title to the
Property and agrees to convey such title to Buyer by general warranty deed, free
of financial encumbrances as warranted herein; (b) Seller agrees to pay for and
furnish Buyer at Closing with a current standard form owner's policy of title
insurance in the amount of the purchase price; (c) the ▇▇▇▇▇ policy shall
conform with Seller's obligations under (a) and (b) above.
SELLER'S DISCLOSURES: Seller will deliver to Buyer the following Seller
Disclosures; (a) a commitment for the policy of title insurance to be issued by
the title company chosen by Seller, including copies of all documents listed as
Exceptions on the Commitment; (b) a copy of all loan documents relating to any
loan now existing which will encumber the Property after closing; and (c) a copy
of all leases affecting the Property not expiring prior to Closing. Seller
agrees to pay any title commitment cancellation charges.
GENERAL CONTINGENCIES: Buyer's approval of the content of items referenced in
Seller's Disclosures and Buyer's inspection of the Property, Any inspection
shall be paid for by Buyer and shall be conducted by an individual/company of
Buyer's choice. Seller agrees to fully cooperate with such inspection and a
walk-through inspection of the Property as reasonably requested by the Buyer.
Buyer shall have 30 days after receipt of the content of Seller's
Disclosures to determine, if, in Buyer's sole discretion, the content of all
Seller Disclosures is acceptable.
If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure ot the Property Inspection within the time provided above,
that document or inspection will be deemed approved or waived by Buyer.
If Buyer objects, buyer and Seller shall have 21 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. If Buyer's objections are not
resolved within the 21 calendar days, Buyer may void this Contract by providing
written notice to Seller within the same 21 calendar days. If this contract is
not voided by Buyer, Buyer's objection is deemed to have been waived. However,
this waiver does not affect any other matters warranted by Seller.
CHANGES DURING TRANSACTIONS: Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be made or undertaken without the written
consent of the Buyer.
AUTHORITY OF SIGNERS: The persons executing this Contract on behalf of the Buyer
and the Seller warrant that each has the authority to do so and to bind the
named Buyer and Seller corporations.
COMPLETE CONTRACT: This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes and replaces any and all prior negotiations, representations,
warranties, understandings, term sheets or contracts between the parties. This
Contact cannot be changed except by written agreement of the parties.
DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract, including but not limited to the disposition of the Deposit, the
breach of termination of this Contract or the services related to this
transaction, shall first be submitted to mediation in accordance with the Rules
of the American Arbitration Association. Disputes shall include representations
made by the parties, any broker or other person or entity in connection with the
sale, purchase, financing, condition or other aspect of the Property to which
this Contract pertains, including without limitation, allegations of
concealment, misrepresentation, negligence and/or fraud. Each party agrees to
bear its own costs of mediation. Any agreement signed by the parties pursuant to
the mediation shall be binding. If mediation fails, the procedures applicable
and remedies available under this Contract shall apply. Nothing in this
paragraph shall prohibit any party from seeking emergency equitable relief
pending mediation. The parties agree that mediation under this paragraph is not
mandatory, but is optional upon agreement of all parties.
DEFAULT: If Buyer defaults, Seller may elect to either retain the Deposit as
liquidated damages or to return the Deposit and ▇▇▇ Buyer to enforce Seller's
rights. If Seller defaults, buyer is entitled to the return of the Deposit or to
▇▇▇ Seller to enforce Buyer's rights. Where a section of this Contract provides
a specific remedy, the parties intend that the remedy shall be exclusive
regardless of rights which might otherwise be available under common law.
ATTORNEYS FEES: In any action arising out of this Contract, the prevailing party
shall be entitled to costs and reasonable attorney's fees.
APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue arising under this Agreement and the
parties further agree and stipulate that the Courts located in the County of
Elko, Nevada have jurisdiction to hear and rule upon any dispute arising under
this Agreement.
ABROGATION: Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.
RISK OF LOSS: All risk of loss or damage to the Property shall be borne by
Seller until Closing.
TIME IS OF THE ESSENCE: Time is of the essence regarding the dates set forth in
this transaction. Extensions must be agreed to in writing and by all parties.
Performance under eaach section and paragraph of this Contract which references
a date shall be required absolutely by 5:00 p.m. Pacific Time on the stated
date.
ZONING: The parties agree to cooperate in the zoning of any of the property,
including the development of a master plan for the area in support of any
application by either party for zoning change applications.
HEADINGS AND CAPTIONS: The headings or captions of paragraphs are included
solely for convenience. If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.
SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties executing such counterparts have
executed but one instrument.
FACSIMILE (FAX) DOCUMENTS: Facsimile transmission of any sighed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns.
ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer or
counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance; and (b) communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.
Oasis Hotel, Resort & Casino III, Inc.
BUYER'S SIGNATURE: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 4-9-98
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
OASIS INTERNATIONAL HOTEL & CASINO, INC.
SELLER'S SIGNATURE:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 4-9-98
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
REAL PROPERTY DESCRIPTION
Twenty acres of real property located in the County of Elko, State of
Nevada, to be designated by survey from the following parcel described as
follows:
TRACT ONE:
A parcel of land located in Sections 2 and 3, T 36 N, R 66 E, MDB &
Elko County, Nevada, more particularly described as follows:
Beginning at the South 1/4 corner of said Section 2, a point begin
corner no. 1, the true point of beginning.
Thence N 88 deg. 56 min. 46 sec. W, 624.62 feet along the South line of
said Section 2, to corner no. 2, a point being on the Northeasterly
Right of Way of Interstate Route 80,
thence N 02 deg. 47 min. 03 sec. W, 661.90 feet along the North line of
the said East line the SW 1/4 of the SW 14 of Section 2 to corner no.
4, a point being the Northeast corner of the said SW 1/4 of the SW 1/4
of Section 2,
thence N 89 deg. 26 min. 47 sec. W, 1041.89 feet along the North line
of the said Sw 1/4 of the SW 1/4 of Section w to corner no. 5, a point
on the said Northeasterly Right of Way of Interstate Route 80,
thence from a tangent bearing N 45 deg. 17 min. 44 sec. W on a curve to
the right with a radius 4018.00 feet through a central angle of 02 deg.
50 min 36 sec. For an arc length of 199.39 feet along the said
Northeasterly Right of Way of Interstate Route 80 to corner no. 6,
thence N 42 deg. 27 min 08 sec. W, 233.99 feet along the said
Northeasterly Right of Way of Interstate Route 80 to corner no. 7, a
point also being on the West line of said Section 2,
thence N 02 deg. 59 min. 54 sec. W, 118.81 feet along the said West
line of Section 2 to corner no. 8,
thence N 38 deg. 15 min 31 sec. W, 268.12 feet to corner no. 9, a point
also being on the