Stock Purchase Agreement - Lakes Gaming Inc. and Richard Kallio
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of June 15, 1999, is between
Lakes Gaming, Inc. (the "Buyer") and Richard Kallio (the "Seller").
A. The Seller is the owner of 150,000 shares (the "Shares") of the
common stock, par value $.01 per share, of Fanball.com, Inc. a Minnesota
corporation (the "Company"), which Shares constitute approximately 7.8% of the
issued and outstanding shares of common stock of the Company ("Company Common
Stock").
B. The Seller wishes to sell and the Buyer wishes to buy the Shares for
the consideration and upon the terms and conditions set forth below.
Accordingly, the parties agree as follows:
1. Sale and Purchase of Shares. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties contained
in this Agreement, the Seller hereby sells to the Buyer, and the Buyer hereby
purchases from the Seller, the Shares.
2. Purchase Price and Other Terms. The total purchase price for the
Shares to be purchased under this Agreement will be Two and 50/100 Dollars
($2.50) per share. The purchase price for the Shares is being paid by the Buyer
on the date hereof by delivery to the Seller of a check in the amount of
$375,000 (the "Purchase Consideration"). On the date hereof, the Seller is
delivering to the Company, for cancellation, a stock certificate representing
the Shares, and the Company is issuing to the Buyer a new stock certificate
representing the Shares.
3. Representations and Warranties of Seller. In order to induce Buyer
to enter into this Agreement and purchase the Shares, the Seller hereby
represents and warrants to the Buyer as follows:
(a) Title to Shares. The Seller is the lawful owner of the
Shares, free and clear of all liens, encumbrances and claims of every
kind, and the delivery of such Shares by the Seller to the Buyer under
this Agreement will transfer valid title to the Buyer to the Shares,
free and clear of all liens, charges, encumbrances and claims of every
kind. There are no actions, suits or proceedings against the Seller
affecting the title of the Seller to the Shares or the right of the
Seller to execute, deliver and perform this Agreement.
(b) Authority. The Seller has the full legal right, power and
authority to execute and deliver this Agreement and to consummate the
transactions provided for herein or contemplated hereby. This Agreement
has been duly and validly authorized, executed and delivered by, and
constitutes the valid and binding agreement of the Seller, enforceable
in accordance with its terms.
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(c) No Default or Legal Restriction. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will conflict with or result in a breach of any of
the terms, conditions or provisions of any agreement or instrument to
which the Seller is a party or by which he is bound, or constitute a
default under the foregoing or violate any law, rule, regulation,
judgment or decree by which the Seller is bound.
4. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Seller that it has the full legal right, power and authority
to execute and deliver this Agreement and to consummate the transactions
provided for herein or contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by, and constitutes the valid and
binding agreement of, the Buyer, enforceable in accordance with its terms.
5. Survival. The representations, warranties, covenants and agreements
of each of the Seller and the Buyer will survive the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
regardless of any investigation that may have been made at any time by or on
behalf of the party to which such representations, warranties, covenants and
agreements are made.
6. Miscellaneous.
(a) Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Minnesota.
(b) Entire Agreement, Successors and Assignment. This
Agreement sets forth the entire agreement and understanding of the
parties in respect of the transactions contemplated hereby and
supersedes all prior agreements, arrangement, and understandings
relating to the subject matter hereof or thereof. All of the terms,
representations and warranties of this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the parties hereto and
their respective successors, heirs at law, legatees, distributees,
executors, administrators and other legal representatives.
(c) Further Assurances. Each party to this Agreement will, on
or any time after the date hereof, execute such further documents or
instruments and take such further actions as may reasonably be
requested by any other party to this Agreement to effect the purposes
of this Agreement.
(d) Counterparts. This Agreement may be executed in two or
more counterparts, each of which will constitute an original, but all
of which, when taken together will constitute but one instrument.
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The parties hereto have caused this Agreement to be duly executed on
and as of the day and year first above written.
BUYER: SELLER:
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Lakes Gaming, Inc.
By: /s/ Lyle Berman
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Name: Lyle Berman /s/ Richard Kallio
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Its: Chairman of the Board and Richard Kallio
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Chief Executive Officer
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