LOCK-UP AGREEMENT
This Lock-Up Agreement ("Agreement"), dated November 18,
1997, is by and between FLORIDA GAMING CORPORATION, a Delaware
corporation ("Florida Gaming") and INTERSTATE CAPITAL
CORPORATION, a Kentucky corporation ("Interstate").
Recitals
1. Pursuant to the Asset Purchase Agreement dated as of
September 24, 1997, (the "Asset Purchase Agreement") among
Florida Gaming, Freedom Financial Corporation and Interstate, in
exchange for certain unimproved properties and a residential real
estate development called Xxxx Club Estates, Florida Gaming
agreed to issue to Interstate 2,084 shares (the "Shares") of
Florida Gaming's Series F 8% Cumulative Convertible Preferred
Stock.
2. The Shares will be convertible into common stock of
Florida Gaming ("Common Stock") at any time, and from time to
time, at Interstate's option.
3. Florida Gaming desires to have Interstate agree to a
restriction on the conversion of the Shares beginning on the date
of the issuance of the Shares and ending on November 10, 1998.
NOW, THEREFORE, in consideration of the transactions
contemplated in the Asset Purchase Agreement and for other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. Lock-Up. Interstate hereby agrees not to convert any
of the Shares into Common Stock for the period beginning on the
date of the issuance of the Shares and ending on November 10,
1998.
2. Legend on Certificate. Interstate hereby agrees to the
placement by Florida Gaming of the following restrictive legend
on the stock certificate for the Shares:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO A CERTAIN LOCK-UP AGREEMENT, DATED
NOVEMBER 18, 1997, BY AND BETWEEN THE COMPANY
AND THE HOLDER (THE "AGREEMENT"), THE TERMS
OF WHICH PREVENT THE CONVERSION OF THE SHARES
UNDERLYING THIS CERTIFICATE UNTIL NOVEMBER
10, 1998, SUBJECT TO CERTAIN LIMITATIONS AND
RESTRICTIONS. THE AGREEMENT MAY BE EXAMINED
AT THE OFFICE OF THE COMPANY.
3. Transfer of the Shares. Subject to Section 4(a) below,
the Shares may be transferred by Interstate, provided, however,
that any transferee (a "Transferee") shall be bound by the terms
and conditions of this Agreement and that such Transferee agree
to be so bound in writing before the transfer is effected..
4. Representations and Warranties of Interstate.
Interstate hereby represents and warrants to Florida Gaming as
follows:
(a) Interstate will not transfer any Shares until
Interstate has complied with Section 3 of this Agreement; and
(b) This Agreement constitutes a legal, valid and
binding obligation of Interstate enforceable in accordance with
its terms.
5. Indemnification.
5.1 Interstate shall indemnify, defend and hold
Florida Gaming harmless from and against any and all liabilities,
penalties, fines, forfeitures, demands, claims, suits, causes of
action, costs and expenses which Florida Gaming may suffer,
incur, be responsible for or pay out as a result of injuries to
any person, damage or loss to any property, or any actual or
alleged violation of the statutes, ordinances, orders, rules or
regulations of any governmental entity caused by, directly or
indirectly, or arising solely from or out of (i) Interstate's
breach of this Agreement, or (ii) any breach of Interstate's
representations and warranties.
5.2 All indemnities set forth in this Agreement shall
include reasonable costs and attorneys' fees.
6. Entire Agreement. This Agreement and the Asset
Purchase Agreement, and any properly executed addendum hereto or
thereto, constitute the entire agreement between the parties with
respect to the Shares. This Agreement may not be modified orally
and no claimed modification shall be valid unless in writing and
signed by both parties. In the event of a conflict between the
terms of this Agreement and the Asset Purchase Agreement, the
terms of this Agreement shall prevail.
7. Waiver of Breach. The failure of a party to require
the performance of any term of this Agreement, or the waiver by a
party of any breach of this Agreement, shall not prevent a
subsequent enforcement of such terms nor be deemed a waiver of
any subsequent breach.
8. Successors and Assigns. The rights and obligations of
the parties under this Agreement shall be binding upon and shall
inure to the benefit of the parties, their successors or
permitted assigns.
9. Miscellaneous. This Agreement may be executed in a
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
10. Governing Law. This Agreement shall be governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the date first written above.
FLORIDA GAMING CORPORATION INTERSTATE CAPITAL CORPORATION
By:___________________________ By:___________________________
Name: Xxxxxxx X. Xxxxxxx Name: X. Xxxxxxx Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer Title:
