EXHIBIT 10.30
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement"), dated as of the 14th day of March, 2008,
by and between Jacobs Lot D, Inc. ("Seller), an Ohio corporation and Jacobs
Nautica Development, Inc. ("Purchaser"), a Delaware corporation, and provides as
follows:
RECITALS
A.
SELLER IS THE OWNER OF FEE SIMPLE TITLE TO APPROXIMATELY 52,480 S.F. OF
REAL PROPERTY, WITH MINOR IMPROVEMENTS AND ALL PERSONAL PROPERTY SITUATED
THEREON, IF ANY, ON THE WEST BANK OF WHAT IS COMMONLY KNOWN AS "THE FLATS" IN
CLEVELAND, OHIO WHICH IS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED
HERETO AND INCORPORATED HEREIN (COLLECTIVELY, THE "PROPERTY").
B.
SELLER AND JACOBS ENTERTAINMENT, INC. ("JEI") ARE PARTIES TO THAT
CERTAIN OPTION AGREEMENT DATED JULY 11, 2006 ") (THE "OPTION AGREEMENT") WHICH
GRANTS TO JEI THE RIGHT TO LEASE THE PROPERTY PURSUANT TO THE TERMS OF THAT
CERTAIN LEASE AGREEMENT ATTACHED
AS AN EXHIBIT TO THE OPTION AGREEMENT (THE
"LEASE).
C.
THE OPTION AGREEMENT ALSO GRANTED TO JEI THE OPTION TO PURCHASE THE
PROPERTY IN THE LEASE.
D.
BY ASSIGNMENT DATED EFFECTIVE MARCH 12, 2008, JEI ASSIGNED ITS RIGHTS
UNDER THE OPTION AGREEMENT TO PURCHASER.
E.
BY WRITTEN NOTICE DATED EFFECTIVE MARCH 12, 2008, PURCHASER HAS
NOTIFIED SELLER OF ITS INTENTION TO EXERCISE THE LEASE OPTION DESCRIBED IN THE
OPTION AGREEMENT AND IMMEDIATELY UPON EXECUTION OF THE LEASE, TO EXERCISE THE
OPTION TO PURCHASE SUCH PROPERTY AS PROVIDED IN SECTION 32 OF THE LEASE.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual promises hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties hereto covenant and agree as
follows:
1.
CONTRACT FOR PURCHASE AND SALE.
THIS AGREEMENT SHALL CONSTITUTE
A BINDING CONTRACT, ON THE TERMS AND CONDITIONS HEREIN SET FORTH, FOR THE
PURCHASE AND SALE OF THE PROPERTY.
2.
PURCHASE PRICE.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE PROPERTY SHALL BE $900,000.00.
THE PURCHASE PRICE SHALL BE PAYABLE IN
IMMEDIATELY USEABLE FUNDS AT CLOSING (AS SUCH TERM IS DEFINED IN PARAGRAPH 3)
MINUS THE OPTION PAYMENT CREDIT.
AT CLOSING, PURCHASER SHALL RECEIVE CREDIT
AGAINST THE PURCHASER PRICE FOR THE TWO OPTION PAYMENTS OF $50,000 EACH
PREVIOUSLY PAID TO SELLER PURSUANT TO THE OPTION AGREEMENT (THE "OPTION PAYMENT
CREDITS").
3.
CLOSING.
A.
THE CLOSING OF THE PURCHASE AND SALE OF THE PROPERTY SHALL BE
CONDUCTED AT PROVIDENT TITLE AGENCY, INC., 26301 CURTISS WRIGHT PARKWAY,
SUITE 210, RICHMOND HEIGHTS, OHIO
44143 (THE "TITLE COMPANY") OR AT SUCH OTHER
PLACE AS THE PARTIES MAY AGREE UPON IN WRITING.
B.
THE CLOSING SHALL TAKE PLACE NO LATER THAT THIRTY (30) DAYS AFTER
PURCHASER HAS NOTIFIED SELLER OF ITS INTENTION TO PURCHASE THE PROPERTY.
C.
AT CLOSING, THE PURCHASER SHALL PAY TO THE SELLER THE PURCHASE PRICE
(MINUS THE OPTION PAYMENT CREDIT) AND CONTEMPORANEOUSLY THE SELLER SHALL DELIVER
TO PURCHASER:
(I)
THE DEED (AS DEFINED IN PARAGRAPH 4);
1
(II)
AN AFFIDAVIT FOR THE BENEFIT OF PURCHASER AND THE TITLE COMPANY,
SATISFACTORY TO BOTH (THE "AFFIDAVIT"), STATING, INTER ALIA THAT: (AA)