Diamondhead Casino Corp Sample Contracts

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EXHIBIT "A" PROMISSORY NOTE
Promissory Note • July 3rd, 2002 • Europa Cruises Corp • Services-miscellaneous amusement & recreation • Florida
SECOND MODIFICATION OF CREDIT AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
Credit and Security Agreement • March 26th, 1997 • Europa Cruises Corp • Water transportation • Florida
WITNESSETH:
Purchase and Sale Agreement • April 16th, 2001 • Europa Cruises Corp • Services-miscellaneous amusement & recreation • Florida
WITNESSETH:
Purchase and Sale Agreement • April 16th, 2001 • Europa Cruises Corp • Services-miscellaneous amusement & recreation • Florida
WITNESSETH:
Purchase and Sale Agreement • April 16th, 2001 • Europa Cruises Corp • Services-miscellaneous amusement & recreation • Florida
OPTION TO PURCHASE COMMON STOCK OF EUROPA CRUISES CORPORATION
Option to Purchase Common Stock • March 26th, 1997 • Europa Cruises Corp • Water transportation
Contract
Debenture Agreement • April 4th, 2014 • Diamondhead Casino Corp • Hotels & motels • Delaware

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

MANAGEMENT AGREEMENT
Management Agreement • May 27th, 2015 • Diamondhead Casino Corp • Hotels & motels • Mississippi

This Agreement, dated and executed this 19th day of June, 1993, by and between CASINO WORLD INC., a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary MISSISSIPPI GAMING CORPORATION (hereinafter referred to collectively as the “Owner”), with its principal offices in Pensacola, Florida, and CASINOS AUSTRIA MARITIME CORPORATION, a corporation organized under the laws of the State of Florida (hereinafter referred to as “Manager”), with its principal office in Madeira Beach, Florida.

Contract
Debenture • April 4th, 2014 • Diamondhead Casino Corp • Hotels & motels • Delaware

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 30th, 2010 • Diamondhead Casino Corp • Services-miscellaneous amusement & recreation • Delaware
FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • April 4th, 2014 • Diamondhead Casino Corp • Hotels & motels • Delaware
PRIVATE PLACEMENT MEMORANDUM DIAMONDHEAD CASINO CORPORATION $3,000,000 in Collateralized Convertible Senior Debentures Convertible into a Maximum of 7,373,737 Shares of Common Stock FEBRUARY 14, 2014
Private Placement Memorandum • April 4th, 2014 • Diamondhead Casino Corp • Hotels & motels

This confidential Private Placement Memorandum may not be shown or given to any person other than the person whose name appears above and may not be printed or reproduced in any manner whatsoever. Failure to comply with this directive can result in a violation of the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended, including Regulation FD promulgated thereunder. Any further distribution or reproduction of these materials, in whole or in part, or the divulgence of any of the contents by an offeree, is not authorized.

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