EXHIBIT 10.1 NOTE PURCHASE AGREEMENT By and Between [Investor] as the PurchaserNote Purchase Agreement • March 6th, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
WITNESSETH:Settlement Agreement • February 23rd, 2004 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Delaware
CONSULTING AGREEMENTConsulting Agreement • May 7th, 1998 • You Bet International Inc • Blank checks • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 1999 • Youbet Com Inc • Blank checks • California
1 EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of the 29th day of June, 1998 by and among YOU BET INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the...Registration Rights Agreement • July 14th, 1998 • You Bet International Inc • Blank checks • California
1 EXHIBIT 99.1 YOU BET INTERNATIONAL, INC. STOCK PURCHASE AGREEMENT YOU BET INTERNATIONAL, INC. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of June 29, 1998 by and between YOU BET INTERNATIONAL, INC., a...Stock Purchase Agreement • July 14th, 1998 • You Bet International Inc • Blank checks • California
1 EXHIBIT 99.2 YOU BET INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT YOU BET INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this AAgreement@) is entered into as of June 29, 1998 by and between YOU BET...Securities Purchase Agreement • July 14th, 1998 • You Bet International Inc • Blank checks • California
Exhibit 10.1 BEARCHELL EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated as of March 29, 2004 is by and between Youbet.com, Inc., a Delaware corporation ("the Company"), and Charles Bearchell ("Executive"), in connection with the...Employment Agreement • August 13th, 2004 • Youbet Com Inc • Services-miscellaneous amusement & recreation
as Issuer, andIndenture • June 27th, 2005 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 10.32 CHAMPION EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated as of March 11, 2002 is by and between Youbet.com, Inc., a Delaware corporation ("the Company"), and Charles F. Champion ("Executive"), in connection with the...Employment Agreement • April 15th, 2002 • Youbet Com Inc • Services-miscellaneous amusement & recreation
RIGHTS AGREEMENT dated as of March 31, 2009 between YOUBET.COM, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC Rights AgentRights Agreement • April 1st, 2009 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Delaware
RIGHTS AGREEMENT, dated as of March 31, 2009 (the “Agreement”), between Youbet.com, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability trust company (the “Rights Agent”).
1 EXHIBIT 99.4 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT ("Agreement") is made and entered into as of the 29th day of June, 1998, by and among You Bet International, Inc., a Delaware corporation (the "Company"), and the other parties named on...Stockholders Agreement • July 14th, 1998 • You Bet International Inc • Blank checks • Delaware
Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT dated as of March 3, 2003 by and between Scott Schmidt, an individual, whose principle residence is 1242 Berkley Street, Santa Monica, CA 90404 (hereinafter referred to as Consultant), and...Consulting Agreement • October 31st, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
NOTE ----Note • March 6th, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into effective May 1, 1998 by and between You Bet, Inc. a Delaware corporation ("the Company") and Ron Luniewski ("Executive"), in connection with the Company's engagement of...Employment Agreement • April 9th, 1999 • Youbet Com Inc • Blank checks • California
EXHIBIT 10.2 SPROULE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated as of January 1, 2004 is by and between Youbet.com, Inc., a Delaware corporation ("the Company"), and Gary W. Sproule ("Executive"), in connection with the...Employment Agreement • August 13th, 2004 • Youbet Com Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.35: SERVICES AGREEMENT BY AND BETWEEN YOUBET.COM AND DAVID MARSHALL, INC. AS AMENDED BY AN AMENDMENT DATED MARCH 27, 2003 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement") is made as of February 1, 2002 (the "Effective Date"), by...Services Agreement • April 15th, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
EXHIBIT 10.38: EMPLOYMENT AGREEMENT BETWEEN YOUBET.COM AND GARY W. SPROULE SPROULE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated as of June 3, 2002 is by and between Youbet.com, Inc., a Delaware corporation ("the Company"), and...Employment Agreement • April 15th, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation
RECITALSExecutive Employment Agreement • July 14th, 1998 • You Bet International Inc • Blank checks
Exhibit 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT dated as of June 19, 2002 by and between James R. Edgar, having an office at 1007 West Nevada, Urbana, IL 91801, hereinafter referred to as Consultant), and Youbet.com, having an office at...Consulting Agreement • October 31st, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
AGREEMENT AND PLAN OF MERGER AMONG CHURCHILL DOWNS INCORPORATED, TOMAHAWK MERGER CORP.,Merger Agreement • November 13th, 2009 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2009 (this “Agreement”), among Churchill Downs Incorporated, a Kentucky corporation (“Parent”), Tomahawk Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tomahawk Merger LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger LLC”), and Youbet.com, Inc., a Delaware corporation (the “Company”).
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the "Agreement") is made by and between Youbet.com, Inc. (the "Company") and Russell Fine (the "Employee"). This Agreement is made in light of the following facts: A. Employee has resigned...Separation Agreement • October 31st, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation
VOTING AGREEMENTVoting Agreement • November 13th, 2009 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of November 11, 2009, is made by and between Lloyd I. Miller, III (the “Stockholder”), and Churchill Downs Incorporated, a Kentucky corporation (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CREDIT AGREEMENTCredit Agreement • July 28th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of July 27, 2006, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), YOUBET.COM, INC., a Delaware corporation (“Parent”), and UNITED TOTE COMPANY, a Montana corporation (“United Tote”, and together with Parent, each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”).
EXHIBIT 10.2 Form of Amendment to Supplement to Employment Agreement AMENDMENT (this "AMENDMENT"), dated as of February 19, 2004, to that certain Supplement to Employment Agreement (the "SUPPLEMENT"), dated as of August 27, 2003, by and between...Supplement to Employment Agreement • February 23rd, 2004 • Youbet Com Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.36: SERVICES AGREEMENT BY AND BETWEEN YOUBET.COM AND CONOR COMMUNICATIONS COMPANY AS AMENDED BY AN AMENDMENT DATED MARCH 27, 2003 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement") is made as of February 1, 2002 (the "Effective...Services Agreement • April 15th, 2003 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
ARTICLE I THE CONVERTIBLE NOTESNote Purchase Agreement • August 20th, 1999 • Youbet Com Inc • Blank checks • New York
6,200,000 Shares YOUBET.COM, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 21st, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
Youbet.com, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell up to an aggregate of 6,200,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) to certain investors (each an “Investor” and, collectively, the “Investors”). The Company desires to engage ThinkEquity Partners LLC (the “Placement Agent”) as its exclusive placement agent as set forth herein in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • March 16th, 2007 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of March 14, 2007, is entered into by and between WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent (in such capacity, “Agent”) for the Lenders (as defined below), YOUBET.COM, INC., a Delaware corporation (“Parent”), and UNITED TOTE COMPANY, a Montana corporation (“United Tote”, and together with Parent, each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”).
October 30, 2007Waiver of Default and Side Letter Agreement • November 5th, 2007 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
AMENDMENT TO MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • May 10th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDMENT TO MANAGEMENT RETENTION AGREEMENT is dated as of March 3, 2006 (this “Amendment”), by and among Youbet.com, Inc., a Delaware corporation (“Youbet”), UT Group, LLC, a Delaware limited liability company (“Seller”), Joe Tracy (“Tracy”) and Terry Woods (“Woods”). Capitalized terms that are not defined elsewhere in this Amendment shall have the meanings ascribed to such capitalized terms in the Agreement (as defined below).
Term Note ATerm Note • December 9th, 2008 • Youbet Com Inc • Services-miscellaneous amusement & recreation
FOR VALUE RECEIVED, the undersigned, Youbet.com, Inc., a Delaware corporation (“Youbet”), United Tote Company, a Montana corporation (“United Tote”), and Youbet Services Corporation, a Delaware corporation (“Youbet Services”) (Youbet, United Tote and Youbet Services are each individually a “Borrower” and collectively the “Borrowers”), jointly and severally promise to pay to the order of National City Bank, a national banking association (“Lender”), on or before November 30, 2010, the principal sum of Ten Million and no/100 Dollars ($10,000,000.00), or, if less, the aggregate unpaid principal amount of Term Loan A, together with interest thereon from the date hereof at the rates set forth in that certain Loan and Security Agreement of even date herewith by and between Lender and Borrowers, as amended, renewed or restated from time to time (collectively the “Loan Agreement”). Interest shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days i
FIRST AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 2nd, 2005 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
THIS FIRST AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”) is made as of January 28, 2005, by and between YOUBET.COM, INC., a Delaware corporation (the “Company”), and DAVID MARSHALL, INC., a California corporation (“DMI”).
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • March 6th, 2009 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California
This Severance and General Release Agreement (“Agreement”) is made and entered into by and between James A. Burk (“Employee”), an individual, and Youbet.com, Inc. (“Youbet”), upon the following terms and conditions:
TVGSettlement Agreement • April 1st, 2004 • Youbet Com Inc • Services-miscellaneous amusement & recreation
Reference is made to (i) that certain Settlement Agreement, dated as of February 19, 2004 (the "Settlement Agreement"), by and between Youbet.com, Inc. ("Youbet") and ODS Technologies, L.P. d/b/a TVG Network (“TVG”), and solely for the purposes of section 2.2(a) thereof, Charles F. Champion, and (ii) that certain Warrant Issuance Agreement, dated as of May 18, 2001 (the "Warrant Issuance Agreement”), between Youbet and TVG. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Sett1ement Agreement.
