X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant Shares) B = the aggregate Warrant...Warrant Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.4 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into this 16th day of July, 1999, but effective as of the Effective Date (as defined below) with respect to each Assumed...Assignment and Assumption Agreement • November 15th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
DEFINITIONSSettlement Agreement • January 7th, 1997 • Inland Casino Corp • Services-miscellaneous amusement & recreation
1 EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of this 25th day of February, 2000 by and between VENTURE CATALYST INCORPORATED, a Utah corporation (the "Company") and G. FRITZ OPEL...Consulting Agreement • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
Exhibit 10.12 EXCHANGE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 30th day of April 2000 by and between Venture Catalyst Incorporated, a Utah corporation ("Issuer"), and Jonathan Ungar ("Ungar") and Alan Henry Woods...Exchange Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.1 LEASE AGREEMENT RANCHO BERNARDO CORPORATE CENTERLetter Agreement • November 13th, 1997 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
RECITALS:Stock Pledge Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
L. DONALD SPEER, II AND KELLY JACOBS SPEER P.O. BOX 5005-131 RANCHO SANTA FE, CALIFORNIA 92067 April 30, 1999 Inland Entertainment Corporation 16868 Via Del Campo Court Suite 200 San Diego, California 92127 Attn: Andrew B. Laub, Executive Vice...Loan and Security Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
OFFICE LEASE ------------Office Lease • October 10th, 2001 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
ADDENDUM TO CONSULTING AGREEMENTConsulting Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
RECITALSEmployment Agreement • September 11th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.30 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), is made and entered into as of February 13, 1998, by and among Inland Entertainment Corporation, a Utah corporation (the "Company"), and Torrey Pines Consultants, Inc.,...Consulting Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
SUBLEASEVenture Catalyst Inc • October 10th, 2001 • Services-miscellaneous amusement & recreation
RECITALSEmployment Agreement • September 28th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of January 28, 2000Stock Purchase Agreement • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALSNoncompetition Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.15 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Inland Casino Corp • October 15th, 1996 • Services-miscellaneous amusement & recreation • California
AGREEMENT OF MERGER OF INLAND ACQUISITION CORPORATION WITH AND INTO CYBERWORKS, INC.Agreement of Merger • September 11th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
EXHIBIT 10.4 FORM OF ------- ACKNOWLEDGMENT AND AGREEMENT ----------------------------Acknowledgment and Agreement • May 15th, 2002 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
AGREEMENT AND PLAN OF REORGANIZATION AMONG INLAND ENTERTAINMENT CORPORATION, INLAND ACQUISITION CORPORATION, CYBERWORKS, INC. AND RICHARD T. HARRISONAgreement and Plan of Reorganization • September 11th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.14 [IMPERIAL BANK LOGO] GENERAL SECURITY AGREEMENT (TANGIBLE AND INTANGIBLE PERSONAL PROPERTY) This Agreement is executed on October 10, 1995, by INLAND CASINO CORPORATION (hereinafter called "Obligor"). In consideration of financial...General Security Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
RECITALSSettlement and Release Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALS -------- A. The Note Holders are the holders of those certain Promissory Notes made by the Company which are listed on Exhibit A hereto (the "Notes"). ---------Restructuring Agreement • May 15th, 2002 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.10 CONSULTING AGREEMENT BETWEEN THE KLAMATH TRIBES AND INLAND CASINO CORPORATION This Consulting Agreement (hereinafter "Agreement") is entered into and effective this 1st day of June, 1996 (the "Effective Date"), by and between the...Consulting Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • Oregon
1 EXHIBIT 10.3 INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement (this "Agreement"), dated as of October 10, 2000 is entered into by and between VENTURE CATALYST INCORPORATED, a Utah corporation ("VCAT"), and...Intercreditor and Subordination Agreement • November 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 Exhibit 10.18 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 13th day of April 2000 by and between Venture Catalyst Incorporated, a Utah corporation ("Purchaser"), and Tony Yollin ("Seller"). THE PARTIES...Stock Purchase Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
Exhibit 10.25 ASSET PURCHASE AGREEMENT THIS AGREEMENT made this 17th day of August, 2000. B E T W E E N: CYBER-TECH GROUP LIMITED, a corporation incorporated under the laws of the British Virgin Islands (hereinafter referred to as the "Purchaser"),Asset Purchase Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.7 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (the "Agreement") is entered into as of the 29th day of April, 1996, but shall be effective retroactively to March 27, 1996 (the "Effective Date"),...Consulting Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of May 13, 2002, by and among L. Donald Speer, II, an individual ("Speer"), Speer Casino Marketing, Inc., a Delaware corporation...Agreement and Plan of Merger • May 15th, 2002 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • Delaware
1 2 law, in each case after giving effect to payments to be made by Maker under that certain Stock Purchase and Settlement and Release Agreement, dated February 23, 1996, by and between Maker and Jack R. Smith; and provided further, that in assessing...Inland Casino Corp • October 1st, 1996 • Services-miscellaneous amusement & recreation • California
WITNESSETH:Agreement of Sublease • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
AMENDMENT "A" TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
CALL AGREEMENTCall Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.8 MUTUAL RELEASE This Mutual Release (the "Release") is entered into and effective this 27th day of March, 1996 (the "Effective Date"), by and between the Barona Group of Capitan Grande Band of Mission Indians also known as the Barona...Mutual Release • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation
LOAN AGREEMENTLoan Agreement • November 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
