Common use of Option to Purchase Shares Clause in Contracts

Option to Purchase Shares. Stockholder hereby grants to Buyer (i) an option to purchase that portion of the Shares equal to 34.99% of the issued and outstanding shares of the Lady Luck Common Stock and (ii) effective upon a breach by Stockholder of the provisions of Section 1, an option to purchase the remainder of the Shares, except for Shares subject to the Uboldi Agreement (each, xx "Xxtion" and collectively, the "Options"), at a price of $12.00 per Share (or such higher price as Buyer may determine), until the termination of this Agreement in accordance with Section 7 hereof. Buyer agrees that if either of the Options are exercised (which exercise shall be evidenced by payment for the Shares) and Buyer disposes of the Shares within six months after the date of the exercise of such Option, Buyer will pay to Stockholder one-half of the net profit (after reduction for Buyer's expenses incurred for brokerage commissions (net of any reimbursements) in connection with the exercise of such Option and disposition of such Shares) to Buyer from such disposition (the "Profit Amount"), provided that the Profit Amount is not subject to disgorgement under Section 16 of the Securities Exchange Act of 1934, as amended. Solely for income tax purposes, Buyer and Stockholder shall treat any portion of the Profit Amount paid to Stockholder as additional consideration paid by Buyer to Stockholder for purchase of the Shares. Subject to any required approval under the Lady Luck Gaming Laws, either Option may be exercised by Buyer at any time upon two (2) business days' prior written notice to Stockholder, against payment of the purchase price for the Shares that are subject to such Option. Stockholder agrees to cooperate with Buyer at Buyer's expense and use all commercially reasonable efforts to assist Buyer in obtaining any approvals required under the Lady Luck Gaming Laws.

Option to Purchase Shares. Stockholder hereby grants to Buyer (i) an Purchaser shall have the option to ------------------------- purchase that portion of the Shares equal to 34.99% of the issued and outstanding from Seller an additional 65,000 shares of the Lady Luck Common Stock and (ii) effective upon a breach Ridgewood common stock owned by Stockholder of the provisions of Section 1Seller, an which option to purchase the remainder of the Shares, except for Shares subject to the Uboldi Agreement (each, xx "Xxtion" and collectively, the "Options"), at a price of $12.00 per Share (or such higher price as Buyer may determine), until the termination of this Agreement in accordance with Section 7 hereof. Buyer agrees that if either of the Options are exercised (which exercise shall be evidenced exercised by payment for the Shares) and Buyer disposes of the Shares within six written notice from Purchaser to Seller no later than fifteen months after the date Closing Date hereof. Any purchase by Purchaser pursuant to the option granted herein shall be on the terms and conditions set forth in this Agreement and at the price set forth in Section 1.1 ----------- hereof, payable in the form of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any of the exercise shares of Ridgewood common stock covered by Purchaser's option herein, Purchaser shall have a right of first refusal to purchase up to 65,000 of such Optionshares, Buyer will pay at the price set forth in Section 1.1 herein, exercisable within twenty business days ----------- of receipt of written notice of Seller's offer to Stockholder one-half sell or proposal to transfer. In the event Purchaser elects not to exercise its rights of first refusal hereunder and the net profit (after reduction for Buyer's expenses incurred for brokerage commissions (net of any reimbursements) in connection with the exercise of such Option and disposition of such Shares) to Buyer from such disposition (the "Profit Amount"), provided that the Profit Amount sale or transfer initially proposed by Seller is not consummated on the terms specified in the notice to Purchaser, Purchaser's rights of first refusal hereunder shall be reinstated without change. Seller shall not otherwise encumber or create any Lien (as defined below) on the shares subject to disgorgement under Purchaser's option herein and in no event shall Seller be permitted to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 16 of the Securities Exchange Act of 1934, as amended1.5. Solely for income tax purposes, Buyer and Stockholder shall treat any portion of the Profit Amount paid to Stockholder as additional consideration paid by Buyer to Stockholder for purchase of the Shares. Subject to any required approval under the Lady Luck Gaming Laws, either Option may be exercised by Buyer at any time upon two (2) business days' prior written notice to Stockholder, against payment of the purchase price for the Shares that are subject to such Option. Stockholder agrees to cooperate with Buyer at Buyer's expense and use all commercially reasonable efforts to assist Buyer in obtaining any approvals required under the Lady Luck Gaming Laws.-----------

Option to Purchase Shares. Stockholder hereby grants to Buyer (i) an option to purchase that portion of the Shares equal to 34.99% of the issued and outstanding shares of the Lady Luck Common Stock and (ii) effective upon a breach by Stockholder of the provisions of Section 1, an option to purchase the remainder of the Shares, except for Shares subject to the Uboldi Xxxxxx Agreement (each, xx an "XxtionOption" and collectively, the "Options"), at a price of $12.00 per Share (or such higher price as Buyer may determine), until the termination of this Agreement in accordance with Section 7 hereof. Buyer agrees that if either of the Options are exercised (which exercise shall be evidenced by payment for the Shares) and Buyer disposes of the Shares within six months after the date of the exercise of such Option, Buyer will pay to Stockholder one-half of the net profit (after reduction for Buyer's expenses incurred for brokerage commissions (net of any reimbursements) in connection with the exercise of such Option and disposition of such Shares) to Buyer from such disposition (the "Profit Amount"), provided that the Profit Amount is not subject to disgorgement under Section 16 of the Securities Exchange Act of 1934, as amended. Solely for income tax purposes, Buyer and Stockholder shall treat any portion of the Profit Amount paid to Stockholder as additional consideration paid by Buyer to Stockholder for purchase of the Shares. Subject to any required approval under the Lady Luck Gaming Laws, either Option may be exercised by Buyer at any time upon two (2) business days' prior written notice to Stockholder, against payment of the purchase price for the Shares that are subject to such Option. Stockholder agrees to cooperate with Buyer at Buyer's expense and use all commercially reasonable efforts to assist Buyer in obtaining any approvals required under the Lady Luck Gaming Laws.