Attached files
| file | filename |
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| 8-K - CURRENT REPORT - Rotate Black, Inc. | robk_8k.htm |
| EX-99.1 - PRESS RELEASE - Rotate Black, Inc. | robk_ex991.htm |
Exhibit 10.6
AGREEMENT
Between
ROTATE
BLACK, INC. AND
ROTATE
BLACK, LLC,
As
the shareholders of Rotate Black Gaming, Inc. f/k/a Solstice International,
Inc.
And
CATSKILL
GAMING AND DEVELOPMENT, LLC
DATE:
JULY 1, 2010
AGREEMENT
THIS AGREEMENT ("Agreement")
is made and entered into this 1st day of July, 2010 by and between ROTATE BLACK,
INC. and ROTATE BLACK, LLC (hereinafter collectively referred to as "Seller" or
"Sellers'"), which entities are the 75% and 25% owners, respectively, of the
capital stock of Rotate Black Gaming, Inc., f/k/a Solstice International, Inc.
and whose business offices are located at 932 Spring Street, Suite 201,
Petoskey, Michigan 49770 and 628 Harbor View Lane, Petoskey, Michigan 49770 ,
and CATSKILL GAMING AND DEVELOPMENT, LLC (hereinafter "Buyer"), whose business
office is located at 400 Andrews Street, Suite 500, Rochester, New York 14604
(the Seller and Buyer are hereinafter collectively referred to as the
"Parties").
RECITALS
WHEREAS, Rotate Black, LLC is
a privately held company organized and existing under the laws of the State of
Michigan, and is the owner of 25% of the capital stock of Rotate Black Gaming,
Inc. (the "Entity"); and
WHEREAS, Rotate Black, Inc. is
a publically traded corporation organized and existing under the laws of the
State of Nevada, and is the owner of 75% of the capital stock of the Entity;
and
WHEREAS, Seller desires to
sell and transfer to Buyer, and Buyer desires to purchase, all of Sellers'
capital stock in the Entity, which is a corporation organized and existing under
the laws of the State of Nevada; and
WHEREAS, the Entity is a party
to a certain Management Agreement (the "Management Agreement") with the Seneca
Nation of Indians, a federally recognized Indian tribal government, with offices
located at 12837 Route 438, Cattaraugus Territory, Irving, New York and P.O. Box
21, Allegany Territory, Salamanca, New York 14779 (hereinafter
"Nation") executed in May, 2007, a copy of which is annexed hereto as Exhibit
"A", which Management Agreement was approved by the Nation on June 9, 2007, as
evidenced by the resolutions of the Nation annexed hereto and made a part hereof
as Exhibit "B"; and
WHEREAS, Seller
is a party to a certain Development Agreement (the "Development Agreement") with
the Seneca Nation of Indians, a federally recognized Indian tribal government,
with offices located at 12837 Route 438, Cattaraugus Territory, Irving, New York
and P.O. Box 21, Allegany Territory, Salamanca, New York
14779 (hereinafter "Nation") executed in May, 2007, a copy of which
is annexed hereto as Exhibit "C", which Management Agreement was approved by the
Nation on June 9, 2007; and
WHEREAS, The term of each of
the above-referenced Management and Development Agreements expired on December
31, 2009; and
WHEREAS, The Entity is party
to a certain Executive Order (the "Executive Order") with the Seneca Nation of
Indians, a federally recognized Indian tribal government, with offices located
at 12837 Route 438, Cattaraugus Territory, Irving, New York and P.O. Box 21,
Allegany Territory, Salamanca, New York 14779 (hereinafter "Nation")
executed in December, 2009, a copy of which is annexed hereto as Exhibit "D",
which Executive Order was Ordered by the President of the Nation on December 23,
2009;
NOW, THEREFORE, in
consideration of the above and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:
1. SALE OF
STOCK. Seller hereby sells and assigns unto Buyer, its
successors and assigns, all of the capital stock of Seller.
2. WARRANTIES
AND REPRESENTATIONS. Seller hereby warrants and
represents to Buyer the following:
(i) Rotate
Black, LLC is a limited liability company organized and existing under the laws
of the State of Michigan.
(ii) Rotate
Black, LLC is in good standing with the Secretary of State of the State of
Michigan. Annexed hereto as Exhibit "E" is a currently dated good
standing certificate issued by the Secretary of State of the State of
Michigan.
(iii) Rotate
Black, Inc. is a publically traded corporation organized and existing under the
laws of the State of Nevada.
(iv) Rotate
Black, Inc. is in good standing with the Secretary of State of the State of
Nevada. Annexed hereto as Exhibit "F" is a currently dated good
standing certificate issued by the Secretary of State of the State of
Nevada.
(v) Rotate
Black Gaming, Inc. is a corporation organized and existing under the laws of the
State of Nevada.
(vi) Rotate
Black Gaming, Inc. is in good standing with the Secretary of State of the State
of Nevada. Annexed hereto as Exhibit "G" is a currently dated good
standing certificate issued by the Secretary of State of the State of
Nevada.
(vii) The
shareholders of all of the capital stock of Rotate Black Gaming, Inc.
are:
(a) Rotate Black LLC, a privately owned
entity (25%), and
(b) Rotate Black, Inc., a publically
traded entity (75%).
(viii) There
are no outstanding liabilities of the Entity except as set forth in Exhibit "H",
annexed hereto and made a part hereof.
(ix) Neither
Seller nor the Entity are a party to any litigation, nor is any action pending
or threatened against Seller. Seller is unaware of any facts or
circumstances under which Seller is or will be a party to any litigation, claims
or causes of action.
(vi) Rotate
Black, LLC and Rotate Black, Inc. are authorized to enter into this Agreement
and complete the transaction contemplated hereby, and the required
authorizations of each member (in the case of Rotate Black, LLC) and the Board
of Directors (in the case of Rotate Black, Inc. have been
obtained. Such written authority of each entity are annexed hereto
and made a part hereof as Exhibit "I".
All representations and warranties of
Seller shall be true and correct at the closing, and shall survive the
closing. Seller agrees to hold Buyer harmless and indemnify Buyer
from and against any liability, claim, demand, and cause of action of any kind
whatsoever arising out of a breach of any of the foregoing warranties and
representations. Such indemnification shall include any costs and
expenses incurred by Buyer in defending any such claim, including but not
limited to attorneys fees, costs and expenses. Any payments due Seller pursuant
to Paragraph 5 of this Agreement may be aplied to satisfy Seller's obligations
pursuant to this indemnification.
3. BUYER
HEREBY AGREES TO THE FOLLOWING:
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(i)
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The
Assumption of Seller's indebtedness to Bryan Cave, Akin Gump, and
Bolton-St, John, as shown on Exhibit H hereof (which Buyer may negotiate
and/or settle), and
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(ii)
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Obtain
a full release of Seller from
Stillwater.
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4. CLOSING. The
closing on the purchase by Buyer from Seller shall occur on or by the 6th day of
July, 2010.
5. PURCHASE
PRICE. Buyer agrees to pay to Seller the sum of TWENTY
ONE MILLION AND 00/100 DOLLARS ($21,000,000.00) in exchange for all of the
capital stock of Seller, such payment to be made as follows:
(a) TWO MILLION AND 00/100
DOLLARS ($2,000,000.00) on or by the last day of the twelth (12th)
month following the opening for business to the public of a gaming facility
under a Management Agreement between Buyer or its assigns, as Manager, and the
Seneca Nation of Indians in or near the Counties of Ulster and Sullivan in the
State of New York,
(b) TWO MILLION AND 00/100
DOLLARS ($2,000,000.00) one year after the payment in (a) above,
(c) THREE MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) one year after the payment
in (b) above,
(d) THREE MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) one year after the payment
in (c) above, and
(e) THREE MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) one year after the payment
in (d) above.
(f) THREE MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) one year after the payment
in (c) above, and
(g) THREE MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) one year after the payment
in (d) above.
6. DELIVERIES
AT CLOSING. At the closing, Seller shall deliver to
Buyer any and all documents, agreements, plans, architect's plans, renderings,
correspondence, all books, records, tax returns and all other documents in any
way related to each entity constituting the Seller as an entity and also with
respect to the Entity, any documents, approvals or other reasonable assurances
related to this Agreement requested by Buyer, and all documents, agreements and
files related to the Entity's agreements with the Seneca Nation of Indians and
any Federal or State agencies. In addition, Seller shall deliver to
Buyer properly endorsed certificates of stock evidencing the sale of all of the
capital stock of the Entity to Buyer. Buyer shall deliver a one time
payment of FIFTEEN THOUSAND AND 00/100 DOLLARS ($15,000.00) in consideration for
this Agreement.
7. AUTHORITY
TO EXECUTE. Each signatory to this Agreement has the
required authority and consents to enter into this Agreement.
8. LAW
GOVERNING. This Agreement, and all matters arising out
of, in connection with or relating to this Agreement shall be construed under
the laws of the State of New York without giving effect to its conflicts of laws
principles. Any action involving this Agreement between the Parties
shall be venued in Monroe County, New York, and each party accepts for itself,
generally and unconditionally, the jurisdiction of the applicable Court in
Monroe County, New York.
Buyer and
Seller hereby irrevocably waive any objection, including any objection to the
laying of venue or based on the grounds of forum non conveniens, that either of
them may now or hereafter have to the bringing of any such action or proceeding
in such jurisdiction.
9. ENTIRE
AGREEMENT. This Agreement constitutes the entire
understanding of the Parties with respect to the matters and transaction
contemplated herein. There are no other agreements or understandings,
oral or otherwise, except as set forth herein. This Agreement may not
be modified except in writing signed by the Parties hereto.
10. ASSIGNMENT. This
Agreement may be assigned by Buyer to an entity related, owned, and/or
controlled by Buyer or its principal owner.
11. OTHER
CONSENTS. If other consents are required in connection with
this Agreement, including but not limited to the Seneca Nation of Indians with
respect to the Development and Management Agreements between Seller and the
Seneca Nation of Indians, Seller agrees to use its best efforts to obtain such
consents if, as and when requested to do so by Buyer.
IN WITNESS WHEREOF, THE
Parties have executed this Agreement as of the date first above
written.
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SELLER
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BUYER
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ROTATE
BLACK, INC.
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CATSKILL
GAMING AND DEVELOPMENT,
LLC
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By:
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By:
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John
Paulsen, Chairman
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David
M. Flaum, Member
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ROTATE
BLACK, LLC
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By:
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Kelly
Paulsen, Member
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