Exhibit No. 10.4
TERMINATION AGREEMENT
This Termination Agreement is made and entered into, to be effective as of
January 11, 2008 (the "Effective Date"), between Speakeasy Gaming of Las
Vegas, Inc., a Nevada corporation ("Seller") and Ganaste LLC, a Nevada limited
liability company ("Purchaser").
Seller and Purchaser are referred to as
"Party" and collectively as "Parties."
RECITALS
A.
MANDEKIC COMPANIES, LLC, A NEVADA LIMITED LIABILITY COMPANY
("MANDEKIC") AND SELLER ENTERED INTO A PURCHASE AND SALE AGREEMENT DATED
FEBRUARY 9, 2007 (THE "PURCHASE AGREEMENT"), PURSUANT TO WHICH SELLER AGREED TO
SELL AND TRANSFER THE REAL PROPERTY COMMONLY KNOWN AS THE RAMADA INN AND
SPEEDWAY HOTEL AND CASINO, LOCATED AT 3227 CIVIC CENTER DRIVE, NORTH LAS VEGAS,
NEVADA, IDENTIFIED AS CLARK COUNTY ASSESSOR'S PARCEL NUMBERS 139-11-803-002,
139-11-815-001 AND 139-11-815-003 AND AS MORE PARTICULARLY DESCRIBED IN THE
PURCHASE AGREEMENT (THE "REAL PROPERTY") AND THE VARIOUS ASSETS LOCATED THEREON.
B.
MANDEKIC ASSIGNED AND TRANSFERRED TO MAST GAMING, LLC ("MAST") ALL
OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASE AGREEMENT AND THE
BENEFIT OF THE EARNEST MONEY (AS DEFINED IN SECTION 2(A) OF THE PURCHASE
AGREEMENT).
C.
MAST ENTERED INTO AN ASSIGNMENT OF PURCHASE AGREEMENT DATED AS OF
SEPTEMBER 28, 2007 PURSUANT TO WHICH MAST ASSIGNED AND TRANSFERRED TO PURCHASER
ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASE AGREEMENT AND THE
BENEFIT OF THE EARNEST MONEY.
D.
The Parties desire to terminate the Purchase Agreement.
AGREEMENT
NOW, THEREFORE, the Parties hereto mutually agree as follows:
1.
ACCURACY OF RECITALS.
THE PARTIES ACKNOWLEDGE THAT THE RECITALS
SET FORTH ABOVE ARE TRUE, ACCURATE AND CORRECT, AND ARE INCORPORATED HEREIN BY
THIS REFERENCE.
2.
TERMINATION.
AS OF THE EFFECTIVE DATE, THE PARTIES HEREBY CANCEL
AND TERMINATE THE PURCHASE AGREEMENT, AND THE EARNEST MONEY SHALL CONCURRENTLY
BE DELIVERED TO PURCHASER.
AS OF THE EFFECTIVE DATE, THE PARTIES SHALL HAVE NO
FURTHER OBLIGATIONS UNDER THE PURCHASE AGREEMENT EXCEPT THOSE THAT EXPRESSLY
SURVIVE SUCH TERMINATION.
3.
MUTUAL REPRESENTATIONS AND WARRANTIES.
EACH PARTY REPRESENTS AND
WARRANTS TO THE OTHER PARTIES THAT AS OF THE EFFECTIVE DATE:
A.
EACH IS A CORPORATION OR LIMITED LIABILITY COMPANY, DULY
ORGANIZED AND VALIDLY EXISTING;
B.
EACH PARTY HAS THE RIGHT, POWER, LEGAL CAPACITY AND AUTHORITY TO
ENTER INTO THIS TERMINATION AGREEMENT AND TO PERFORM THE OBLIGATIONS HEREUNDER,
AND HAS OBTAINED THE APPROVALS AND/OR CONSENTS OF ANY PERSON WHICH ARE NECESSARY
IN CONNECTION HEREWITH;
C.
THE PERSON(S) EXECUTING THIS TERMINATION AGREEMENT ON BEHALF OF
EACH PARTY IS AUTHORIZED TO BIND SUCH PARTY, IS AUTHORIZED AND EMPOWERED TO
PERFORM ITS OBLIGATIONS HEREUNDER;
D.
EACH PARTY HAS NOT ASSIGNED, TRANSFERRED, ENCUMBERED OR CONVEYED
ANY RIGHT, TITLE OR INTEREST IN THE PURCHASE AGREEMENT TO ANOTHER PERSON; AND
E.
THIS TERMINATION AGREEMENT AND ALL DOCUMENTS AND INSTRUMENTS
CONTEMPLATED HEREBY ARE, OR UPON EXECUTION AND DELIVERY WILL BE, DULY EXECUTED
AND DELIVERED BY SUCH PARTY CONSTITUTE, OR UPON EXECUTION AND DELIVERY WILL
CONSTITUTE, VALID AND LEGALLY BINDING OBLIGATIONS OF THE SUCH PARTY ENFORCEABLE
AGAINST THE OTHER PARTIES IN ACCORDANCE WITH THE TERMS HEREOF AND