Florida Gaming Corp Sample Contracts

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RECITALS
Asset Purchase Agreement • November 26th, 1996 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
RECITALS
Loan Agreement • November 24th, 1995 • Florida Gaming Corp • Non-operating establishments
RECITALS
Consulting Agreement • February 10th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • New York
AMENDMENT TO CONSULTING AND NONCOMPETITION AGREEMENT
Consulting and Noncompetition Agreement • March 31st, 1999 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
WITNESSETH:
Asset Purchase Agreement • December 11th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation
MORTGAGE
Mortgage • February 10th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
RECITALS
Consulting and Noncompetition Agreement • February 10th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
ADDENDUM TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 10th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation
MODIFICATION, ASSIGNMENT AND ASSUMPTION AGREEMENT
Modification, Assignment and Assumption Agreement • April 27th, 2011 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • New York

This Modification, Assignment and Assumption Agreement (this "Agreement") is entered into as of April 25, 2011 by and among FREEDOM HOLDING, INC., a Delaware corporation (the "Lender"), FLORIDA GAMING CENTERS, INC., a Florida corporation (the "Original Borrower"), and FLORIDA GAMING CORPORATION, a Delaware corporation (the "Borrower").

Recitals
Lock-Up Agreement • December 11th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Delaware
RECITALS
Agreement for Sale and Purchase of Property • May 15th, 1998 • Florida Gaming Corp • Services-miscellaneous amusement & recreation
FLORIDA GAMING CORPORATION Non-Plan Stock Option Agreement
Non-Plan Stock Option Agreement • July 13th, 2012 • Florida Gaming Corp • Services-miscellaneous amusement & recreation

This is an amendment and restatement of the Non-Plan Stock Option Agreement ("Agreement") entered into, by and between Florida Gaming Corporation, a Delaware corporation (the "Company"), and Freedom Holding, Inc., a Delaware corporation (the "Optionee").

Prepared By: Jose Vidal Miami-Dade County, PWD
Mortgage and Security Agreement • August 15th, 2011 • Florida Gaming Corp • Services-miscellaneous amusement & recreation
RECITALS
Registration Rights Agreement • December 11th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Delaware
AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • May 16th, 2005 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Illinois

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of January 31, 2005, is by and among FLORIDA GAMING CORPORATION, a Delaware corporation (the “Company”), FIRST BANK (“First Bank”), a Missouri sate chartered bank and the successor in interest to CIB Bank, an Illinois banking corporation (“CIB”), and CITRUS BANK, NA, a national banking association (“Citrus”). First Bank and Citrus Bank are also referred to hereunder individually as a “Lender” and collectively as “Lenders”.

EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2011 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida

This is an Employment Agreement dated as of April 25, 2011, by and between Florida Gaming Centers, Inc., a Florida corporation ("Company"), and W. Bennett Collett, Jr. ("Executive").

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GUARANTY
Guaranty • December 6th, 2001 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Illinois

THIS GUARANTY (this "Guaranty") is made as of this 31st day of October, 2001 by FLORIDA GAMING CORPORATION, a Delaware corporation (the "Guarantor"), in favor of CIB BANK (the "Lender").

MORTGAGE
Mortgage • July 8th, 2010 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida

THIS MORTGAGE is made this 1st day of July, 2010, between the Mortgagor, FLORIDA GAMING CORPORATION, a Delaware Corporation, (hereinafter referred to as the "Mortgagor") with an address of P. O. Box 3500 NW 37th Avenue, Miami, FL 33142, and the Mortgagee, H2C, INC., a Delaware Corporation, its successors or assigns (hereinafter referred to as the "Mortgagee"), with an address in care of Robert L. Hurd of 7 Partridge Run, Warren, NJ 07059.

CREDIT LINE AGREEMENT
Credit Line Agreement • March 31st, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation

This note is ( ) Unsecured (X) Secured by: A FIRST LIEN ON FREEDOM FINANCIAL CORPORATION'S FEDERAL TAX REFUNDS RECEIVABLE TOTALING APPROXIMATELY $95,000 THROUGH AND FOR THE YEAR ENDED 12/31/95 AND A SECURITY INTEREST IN 26.5 ACRES OF COMMERCIAL PROPERTY OWNED BY FREEDOM IN WALTON COUNTY GEORGIA.

OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT FOR CONVERTIBLE PREFERRED SHARES
Offshore Securities Subscription Agreement for Convertible Preferred Shares • April 8th, 1997 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Delaware
GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 31st day of October, 2005 by W. BENNETT COLLETT, an individual (the “Guarantor”), in favor of FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 31st day of October, 2005 by FLORIDA GAMING CORPORATION, a Delaware corporation (the “Guarantor”), in favor of FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Lender”).

PREPARED BY: Jack B. Owen, Jr., PA.
Security Agreement • December 17th, 2009 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida
MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • December 17th, 2009 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Florida

THIS MORTGAGE is made December 11, 2009, between City National Bank of Florida, a Florida banking corporation; f/k/a City National Bank of Miami, of Florida banking corporation as Trustee under its Land Trust #5003471 dated January 1, 1979 and FLORIDA GAMING CENTERS, INC., a Florida corporation, herein collectively referred to as “Mortgagor,” whose address is 3500 NW 37th Avenue, Miami, FL 33142, and Nurmi Properties, LLC, a Delaware Corporation as to an undivided 90% interest whose address is P. O. Box 247, Tuscumbia, AL 35674 and Robinette Investments, LLC, a Florida limited liability company as to an undivided 10% interest, herein collectively referred to as “Mortgagee,” whose address is 4500 PGA Blvd., Ste. 304-B, Palm Beach Gardens, FL 33418. The terms Mortgagor and Mortgagee shall denote the singular and/or plural wherever the context so requires or admits.

FGC WARRANT AGREEMENT
Warrant Agreement • May 15th, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Kentucky

THIS FGC WARRANT AGREEMENT (this “Agreement”) dated as of October 31, 2005, is made and entered into by and between FLORIDA GAMING CORPORATION, a Delaware Corporation (“FGC”), FREEDOM FINANCIAL CORPORATION, an Indiana corporation (“Lender”), JAMES W. STUCKERT , Trustee of the James W. Stuckert Revocable Trust U/A dated 2-10-86, (“Stuckert”), and SOLOMON ODEN HOWELL, Trustee of the Solomon Oden Howell, Jr. Revocable Trust U/A dated 6-25-02, (“Howell”).

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into by and among FLORIDA GAMING CENTERS, INC., a Florida corporation (“FGCI”), CITY NATIONAL BANK OF FLORIDA, successor by merger to City National Bank of Miami, as Trustee under Trust Agreement dated January 3, 1979 and known as Trust No. 5003471 (“Trustee” and together with FGCI, the “Borrower”) and FREEDOM FINANCIAL CORPORATION, an Indiana corporation “Lender”).

CREDIT AGREEMENT dated as of April 25, 2011 among FLORIDA GAMING CENTERS, INC., as the Borrower FLORIDA GAMING CORPORATION, as Holdings The Lenders Party Hereto, and ABC FUNDING, LLC, as Administrative Agent
Credit Agreement • April 27th, 2011 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • New York

THIS DISBURSEMENT AGREEMENT (this “Agreement”), dated as of April 25, 2011, is entered into by and between Florida Gaming Centers, Inc., a Florida corporation (“Borrower”), and ABC Funding, LLC, a Delaware limited liability company, as Administrative Agent under the below-defined Credit Agreement (the “Administrative Agent”). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in Exhibit A to this Disbursement Agreement, or, if not defined therein, in that certain Credit Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent and the other lenders party thereto from time to time.

SHAREHOLDERS' SUPPORT AGREEMENT
Shareholders' Support Agreement • November 4th, 2004 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Delaware

THIS SHAREHOLDERS' SUPPORT AGREEMENT (this "Agreement"), is entered into as of October 29, 2004, by and between Isle of Capri Casinos, Inc., a Delaware corporation ("Isle"), and Roland M. Howell and Dorothy Howell (collectively, the "Holders").

LOAN AGREEMENT BY AND BETWEEN CIB BANK 20527 SOUTH LAGRANGE ROAD FRANKFORT, ILLINOIS 60423 AND FLORIDA GAMING CENTERS, INC. AND CITY NATIONAL BANK OF FLORIDA, as Trustee DATED AS OF October 31, 2001
Loan Agreement • December 6th, 2001 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Illinois

THIS LOAN AGREEMENT (as from time to time amended, modified, restated, supplemented and in effect, this "Agreement") is entered into as of October 31, 2001, by and among FLORIDA GAMING CENTERS, INC., a Florida corporation ("FGCI"), CITY NATIONAL BANK OF FLORIDA, successor by merger to City National Bank of Miami, as Trustee under Trust Agreement dated January 3, 1979 and known as Trust No. 5003471 ("Trustee" and together with FGCI, the "Borrower") and CIB BANK, its successors and assigns ("Lender").

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