FLORIDA GAMING CORPORATION NON-PLAN STOCK OPTION AGREEMENT
EXHIBIT
4.2
FLORIDA
GAMING CORPORATION
THIS
NON-PLAN STOCK OPTION AGREEMENT (“Agreement”) is made and entered into by and
between FLORIDA GAMING CORPORATION, a Delaware corporation (the “Company”), and
FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Optionee”) to
memorialize and evidence the grant of the following described option (the
“Option”) by the Company to the Optionee.
Pursuant
to resolutions duly adopted by the Company’s Board of Directors on April 28,
2006, the Company hereby grants to the Optionee an Option to purchase up to
325,000 shares of the Company’s $.20 par value common stock (the “Shares”),
subject to the terms and conditions stated in this Agreement.
The
Option is non-transferable except by operation of law and is exercisable, in
whole or in part from time to time, anytime after October 28, 2006 and before
October 28, 2011.
The
purchase price for each share subject to the Option is $17.00 (the “Purchase
Price”). The Option may be exercised by the Optionee tendering to the Company
the aggregate Purchase Price of the Shares purchased plus, if required by the
Company, an amount of monies sufficient to pay all applicable federal, state
and
local withholding taxes on the difference between the Purchase Price and the
market value of the Shares on the date of exercise.
The
Optionee acknowledges and agrees that the obligation of the Company to sell
any
Shares to the Optionee pursuant to this Agreement is subject to the terms and
conditions of this Agreement, and all applicable laws, rules and regulations,
including, without limitation, all applicable federal and state securities
laws.
The
Optionee acknowledges that (i) neither the Option nor the Shares have been
registered under the Securities Act of 1933 (the “Act”) or the Securities
Laws of any state, (ii) the Optionee is acquiring the Option and the Shares
for
its own account for investment and not with a view to distribution or resale,
(iii) the Optionee may be deemed to be an affiliate of the Company within the
meaning of Rule 144 under the Act, (iv) the Option is non-transferable except
by
operation of law, (v) the shares can only be resold by the Optionee if the
Shares are registered for resale under the Act and any applicable state Security
Law, or if an exemption from registration is available, and (vi) the stock
certificate(s) representing the Shares will bear an appropriate legend
describing the restrictions on resale.[1]
EXECUTED
as of the 28th
day of
April, 2006.
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FLORIDA
GAMING CORPORATION
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By:
s/X.
Xxxxxxx
Xxxxxxx
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X.
Xxxxxxx Xxxxxxx
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Chairman
of the Board and
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Chief
Executive Officer
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FREEDOM
FINANCIAL CORPORATION
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By:
s/X.
X. Xxxxxxx,
Xx.
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X.
X. Xxxxxxx, Xx.
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Executive
Vice President
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[1]
The
following legend will be placed on all stock certificates representing Shares
issued upon exercise of the Option:
“THE
SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITES LAW. SUCH
SHARES WERE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR
DISTRIBUTION AND MAY NOT BE SOLD OR TRANSFERRED UNLESS FIRST REISTERED UNDER
THE
ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS, IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE ISSUER, AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
