RECITALSEscrow Agreement • November 15th, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 19, 2004, by and among Secured Diversfied Investment, Ltd. , a Nevada corporation, with its principal office located at 5030 Campus...Registration Rights Agreement • November 15th, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • New York
Exhibit 2.2 OPTION AGREEMENT ---------------- This Agreement is made this 28th day of April 2004 at Irvine, California by IOMEGA INVESTMENTS, LLC hereinafter referred to as "Optionor", and SECURED DIVERSIFIED INVESTMENT, LTD AND DENVER FUND I, LTD...Option Agreement • June 1st, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production
AGREEMENT ---------- 1. SPECIFIED TERM. --------------- The Company hereby employs Executive pursuant to the terms of this Agreement and Executive hereby accepts employment with the Company pursuant to the terms of this Agreement for the period...Employment Agreement • September 15th, 2003 • Secured Diversified Investment LTD • Services-motion picture & video tape production
WITNESSETHMerger Agreement • June 18th, 2002 • Book Corp of America • Services-motion picture & video tape production • Nevada
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • August 5th, 2024 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This Indemnification and Advancement Agreement (“Agreement”) is made as of July 31, 2024 by and between Galaxy Gaming, Inc., a Nevada corporation (the “Company”), and Matt Reback, President and CEO of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous (if any) Agreements between the Company and Indemnitee covering indemnification and advancement.
BETWEENStock Purchase Agreement • November 15th, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • New York
AGREEMENT ---------Employment Agreement • September 15th, 2003 • Secured Diversified Investment LTD • Services-motion picture & video tape production
AGREEMENT ----------Employment Agreement • September 15th, 2003 • Secured Diversified Investment LTD • Services-motion picture & video tape production
Exhibit 10.4 INVESTOR RELATIONS AGREEMENT This Investor Relations Agreement is made between ROUND II INC, with offices at 1761 Cono Drive EL Cajon, Ca 92020 hereafter referred to as "CONTRACTOR" and Secured Diversified Investments, Ltd with offices at...Investor Relations Agreement • November 15th, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • California
AGREEMENT AND PLAN OF MERGER By and Among EVOLUTION MALTA HOLDING LIMITED, GALAGA MERGER SUB, INC. and GALAXY GAMING, INC. Dated as of July 18, 2024Merger Agreement • July 18th, 2024 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of July 18, 2024 (this “Agreement”), is by and among Evolution Malta Holding Limited, a company registered in Malta (“Parent”), Galaga Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Galaxy Gaming, Inc., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
RECITALSEmployment Agreement • May 24th, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production
GALAXY GAMING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2016 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This Indemnification Agreement (the “Agreement”) is made and entered as of the 13th day of May, 2016 by and between Galaxy Gaming, Inc., a Nevada corporation with its principal place of business at 6767 Spencer Street, Las Vegas, Nevada 89119 (the “Company”) and Norman DesRosiers (“Indemnitee”).
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 17th, 2021 • Galaxy Gaming, Inc. • Services-amusement & recreation services • New York
This TERM LOAN CREDIT AGREEMENT is entered into as of November 15, 2021, among GALAXY GAMING, INC., a Nevada corporation (the “Borrower”), each Person from time to time party hereto as a lender (collectively, the “Lenders” and individually, a “Lender”) and FORTRESS CREDIT CORP., as administrative agent and collateral agent.
Exhibit 2.1 LEASE AGREEMENT --------------- THIS LEASE AGREEMENT is made and entered into this 28th day of April, 2004 by and between IOMEGA INVESTMENTS, LLC hereinafter referred to as "Lessor", and SECURED DIVERSFIED INVESTMENT, LTD AND DENVER FUND...Lease Agreement • June 1st, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • Nevada
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 2021 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 29, 2021 is made between GALAXY GAMING, INC., a Nevada corporation (the “Borrower”), and ZIONS BANCORPORATION, N.A. DBA NEVADA STATE BANK, a Nevada state banking corporation (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2024 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between GALAXY GAMING, INC., a Nevada corporation (“Employer”), and Steven Kopjo (“Employee” and, together with Employer, the “Parties”) is entered into on May 22, 2024, and made effective for all purposes as of May 28, 2024 (the “Effective Date”).
STOCK PURCHASE WARRANT To Purchase up to 21,875 Shares of Common Stock of Secured Diversified Investment, Ltd.Stock Purchase Warrant • April 28th, 2009 • Secured Diversified Investment LTD • Real estate • Nevada
THIS CERTIFIES that, for value received, Glen S. Davis (the “Holder”), shall have the right to purchase from Secured Diversified Investment, Ltd., a Nevada corporation (the “Company”), up to 21,875 fully paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”) at an exercise price of $0.40 US per share (the “Exercise Price”), subject to further adjustment as set forth herein, at any time on or before April 15, 2014 (the “Termination Date”).
CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENTConvertible Promissory Note and Security Agreement • April 28th, 2009 • Secured Diversified Investment LTD • Real estate
For good and valuable consideration, Secured Diversified Investment, Ltd., a Nevada Corporation, and Galaxy Gaming, Inc., a Nevada corporation, (collectively, “Maker”), hereby jointly and severally makes and delivers this Promissory Note and Security Agreement (this “Note”) in favor of The Kleemann Family 2004 Revocable Trust, or its assigns (“Holder”), and hereby agree as follows:
ContractConversion and Registration Rights Agreement • April 28th, 2009 • Secured Diversified Investment LTD • Real estate • Nevada
THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 15th, 2003 • Secured Diversified Investment LTD • Services-motion picture & video tape production • California
Exhibit 2.4 TENANTS IN COMMON AGREEMENT This agreement made this 5th day of May, 2004 by and between Denver Fund I, Ltd. herein referred to as (Denver Fund I), a Colorado Limited Partnership whose General Partner is Certified Property Advisors LLC.Tenants in Common Agreement • June 1st, 2004 • Secured Diversified Investment LTD • Services-motion picture & video tape production • California
LOAN AGREEMENT dated as of August 29, 2016 by and among GALAXY GAMING, INC. as Borrower,Loan Agreement • August 30th, 2016 • Galaxy Gaming, Inc. • Services-amusement & recreation services • California
THIS LOAN AGREEMENT, dated as of August 29, 2016 (this "Agreement"), is by and among GALAXY GAMING, INC., a Nevada corporation (the "Borrower"), the Guarantors from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders") and BREAKAWAY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company ("Breakaway"), as administrative agent for the Lenders and as collateral agent for the Lenders (in each such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").
PROMISSORY NOTE AND SECURITY AGREEMENT - US (Exhibit A - US to the Asset Purchase Agreement)Promissory Note and Security Agreement • October 11th, 2011 • Galaxy Gaming, Inc. • Services-amusement & recreation services
For good and valuable consideration, Galaxy Gaming, Inc., a Nevada corporation, (“Maker”), hereby makes and delivers this Promissory Note and Security Agreement – US (this “Note”) in favor of Prime Table Games, LLC (“Holder”). The parties acknowledge that this Note and a companion promissory note of even date herewith and referenced as Promissory Note and Security Agreement – UK collectively represent Exhibit A of the Asset Purchase Agreement of even date herewith (collectively the “Notes”). The parties hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2005 • Secured Diversified Investment LTD • Services-motion picture & video tape production
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 1. 2005 (the “Effective Date”), is made by and between SECURED DIVERSIFIED INVESTMENT, LTD., a Nevada corporation, located at 4940 Campus Drive, Newport Beach, CA 92660 and hereafter referred to as “the Company”, and Gernot Trolf, whose address is 809 ½ El Carmel Place, San Diego, CA 92109 hereinafter referred to as “Employee”, based upon the following:
Employment AgreementEmployment Agreement • April 1st, 2013 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This employment agreement (the "Agreement") is made and entered into as of February 8, 2008, by and between Galaxy Gaming, Inc., a Nevada corporation (the "Company") and William E. O'Hara (the "Employee")
AMENDMENT TO LEASE AGREEMENT RECITALSLease Agreement • April 1st, 2013 • Galaxy Gaming, Inc. • Services-amusement & recreation services
Whereas Abyss Group LLC, a New Mexico limited liability company (“Abyss”) and Galaxy Gaming, LLC a Nevada limited liability company (“GGLLC”) entered into that certain Office Plaza Office Lease dated August 30, 2004 (the “Lease Agreement”) pursuant to which GGLLC as the tenant leased the premises at 6980 O'Bannon Drive consisting of approximately 5,800 square feet of floor area from Abyss as the landlord;
COOPERATION AGREEMENTCooperation Agreement • April 25th, 2022 • Galaxy Gaming, Inc. • Services-amusement & recreation services
This Cooperation Agreement, dated as of April 20, 2022 (this “Agreement”), is by and between Tice Brown and Galaxy Gaming, Inc., a Nevada corporation (the “Company”).
GUARANTY AND SECURITY AGREEMENT byGuaranty and Security Agreement • November 17th, 2021 • Galaxy Gaming, Inc. • Services-amusement & recreation services • New York
GUARANTY AND SECURITY AGREEMENT dated as of November 15, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by (i) GALAXY GAMING, INC., a Nevada corporation (the “Borrower”), and (ii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of FORTRESS CREDIT CORP., in its capacity as administrative agent and collateral agent for the Credit Parties (as defined in the Credit Agreement defined below) pursuant to the Credit Agreement, as pledgee, assignee and secured party
BUSINESS LOAN AGREEMENT 1lll'.1! '.l[fllll■ll 'll=■lll�l 1lr1\'i 1I!:1lli:lllr.l!!!1ll!rlI!il:=lrllil!ll1!i:ll1l:ll!iIIliI!1ll1illl!1llll1l References in the boxes above are for Lender's use only and do not limit the applicability of this document to...Business Loan Agreement • November 4th, 2020 • Galaxy Gaming, Inc. • Services-amusement & recreation services • California
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2005 • Secured Diversified Investment LTD • Services-motion picture & video tape production
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 1, 2005 (the “Effective Date”), is made by and between SECURED DIVERSIFIED INVESTMENT, LTD., a Nevada corporation, located at 4940 Campus Drive, Newport Beach, CA 92660 and hereafter referred to as “the Company”, and C.L. Strand, whose address is 24952 Hon Ave, Laguna Hills, Ca 92653 hereinafter referred to as “Employee”, based upon the following:
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2008 • Secured Diversified Investment LTD • Real estate • Nevada
This Employment Agreement (“Agreement”) is entered into January 16, 2008 (the Effective Time), by and between Secured Diversified Investment, Ltd., a Nevada corporation (the “Company”), and Munjit Johal (“Employee”).
EXHIBIT 4.3Investor & Public Relations Consulting Agreement • December 15th, 2003 • Secured Diversified Investment LTD • Services-motion picture & video tape production • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between GALAXY GAMING, INC., a Nevada corporation (“Employer”), and Matt Reback (“Employee” and, together with Employer, the “Parties”) is entered into on November 6, 2023, and made effective for all purposes as of November 13, 2023 (the “Effective Date”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2020 • Galaxy Gaming, Inc. • Services-amusement & recreation services • Nevada
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 16, 2020, is made between GALAXY GAMING, INC., a Nevada corporation (the “Borrower”), and ZIONS BANCORPORATION, N.A. dba NEVADA STATE BANK, a Nevada state banking corporation (the “Lender”).
