AMENDMENT NO. 3 TO
ASSET PURCHASE AND SALE AGREEMENT
DATED JUNE 14, 2007
THIS AMENDMENT NO. 3 to Asset Purchase and Sale Agreement is
made and entered into this 5 th day of December, 2007,
by and among GLOBAL CASINOS, INC. a Utah corporation
("Global"); and DOC HOLLIDAY CASINO, LLC, a Colorado limited
liability company (“Doc Holliday”).
WITNESETH:
WHEREAS , the parties executed and delivered a certain Asset
Purchase and Sale Agreement dated as of June 14, 2007, as amended
by Amendment No. 1 thereto dated September 28, 2007 and by
Amendment No. 2 thereto dated November 30, 2007 (the
“Agreement”); and
WHEREAS , the parties desire to modify and amend certain
provisions of the Agreement in the particulars herein below set
forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained the parties agree as follows:
1.
Section 3.2 of the Agreement is hereby further amended in its
entirety to provide the following:
3.2
Purchase Price.
The Purchase Price for the
Assets (the “Purchase Price”) shall be $2.65 million,
increased by the amount, if any, of prepaid expenses paid by Seller
for which Buyer receives economic benefit for the period after the
Closing Date, and shall consist of the following:
(a)
$1.5 million in cash, including the Earnest Money;
(b)
The sum of $400,000 payable within twelve (12) months following the
Closing Date, or out of the proceeds of a debt refinance should
that occur sooner;
(c)
Buyer's assumption of the Assumed Liabilities;
(d)
An aggregate of 450,000 shares of common stock of Buyer (the
"Consideration Shares") valued at $1.00 per share. The
Consideration Shares shall be "restricted securities" under the
Securities Act and the certificate evidencing same shall bear the
following restrictive legend:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 (the “Act") and are
"restricted securities" as that term is defined in Rule 144 under
the Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registr
