SUPPORT AGREEMENT
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SUPPORT AGREEMENT (this "Agreement"), dated as of March 26, 1998 between
the persons listed on Schedule A hereto (each, a "Shareholder") and Dover Downs
Entertainment, Inc., a Delaware corporation ("Parent").
WITNESSETH:
WHEREAS, concurrently herewith, Parent, FOG Acquisition Corporation, a
California corporation and wholly-owned subsidiary of Parent ("Sub"), and The
Grand Prix Association of Long Beach, Inc., a California corporation (the
"Company"), are entering into an Agreement and Plan of Merger (the "Merger
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Agreement"), pursuant to which it is contemplated that Sub shall merge with the
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Company (the "Merger");
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WHEREAS, each Shareholder owns, as of the date hereof, the number of shares
of Common Stock, no par value, of the Company (the "Common Stock") set forth
opposite such Shareholder's name on Schedule A hereto (the "Existing Shares",
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together with any shares of Common Stock acquired after the date hereof and
prior to the termination hereof, hereinafter collectively referred to as the
"Shares") and the number of options to purchase Common Stock set forth opposite
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such Shareholder's name on Schedule A hereto;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Shareholder agree, and each
Shareholder has agreed, to enter into this Agreement; and
WHEREAS, Parent has entered into the Merger Agreement in reliance on
Shareholder's representations, warranties, covenants and agreements hereunder;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other, good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. Agreement to Vote. Each Shareholder hereby agrees that, during the time
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the Merger Agreement is in effect, at any meeting of the shareholders of the
Company, however called, that such Shareholder shall: (a) vote the Shares in
favor of the Merger, (b) vote the Shares in favor of the election of up to three
(3) nominees of Parent to the Board of Directors of the Company after the
nomination of such persons by the Board of Directors of the Company in
accordance with the terms of the Merger Agreement, and (c) vote the Shares
against any action or agreement that such Shareholder is advised by the Board of
Directors of the Company in the applicable proxy materials would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of Company under the Merger Agreement. Each Shareholder acknowledges
receipt and review of a copy of the Merger Agreement. In furtherance thereof,
each Shareholder hereby irrevocably grants to, and appoints, Xxxxx X.
Xxxxxxxxxx, and any other individual who shall hereafter be designated by
Parent, such Shareholder's proxy and attorney-in-fact (with full power of
substitution), and for and in the name, place and stead of such Shareholder,
subject to Section 5 hereof, to vote the Shares held by such Shareholder in
accordance with the terms and conditions of the provisions of the first sentence
of this Section 1.1. Each Shareholder represents that any proxies heretofore
given in respect of such Shareholder's Shares that conflict with the foregoing
proxy are not irrevocable, and that any such proxies are hereby revoked. Each
Shareholder hereby affirms that its proxy set forth in this Section is coupled
with an interest and is irrevocable until such time as this Agreement terminates
in accordance with its terms. Such Shareholder hereby further affirms that the
irrevocable proxy is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
such Shareholder's voting obligations under this Agreement. Such Shareholder
hereby ratifies and confirms all that such irrevocable proxy may lawfully do or
cause to be done by virtue hereof.
2. Option.
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2.1 Each Shareholder hereby grants to Parent an irrevocable option,
subject to Section 5, exercisable as provided herein ("Option"), to purchase the
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Shares for shares of Parent Common Stock (as defined in the Merger Agreement) in
accordance with the Exchange Ratio set forth in the Merger Agreement (provided,
however, that the reference to the fifteen (15) consecutive business days next
preceding the Effective Time in the definition of Average Closing Price therein
shall be a reference to the fifteen (15) consecutive business days next
preceding termination of the Merger Agreement). The purchase price shall also
include the associated Parent Rights as provided in the Merger Agreement (such
rights, together with the shares of Parent Common Stock, being referred to
herein as the "Option Purchase Price"). In addition to the shares of Parent
Common Stock, Parent agrees to indemnify each Shareholder against all income
taxes due or to become due, if any, which result directly from the sale of the
Shares to Parent or the issuance of the Parent Common Stock to such Shareholder
(but not from the subsequent resale of such Parent Common Stock) as a result of
Parent's exercise of the Option, grossed up to reflect the income taxes due as a
result of the payments of such tax liabilities, including tax liabilities
relating to all gross-up payments, by Parent. Such amount due shall be paid by
Parent to each Shareholder at least 10 days prior to the due date for each of
such taxes (including estimated payment due dates).
2.2 The Option may be exercised by Parent, as a whole and not in part, at
any time commencing upon the termination of the Merger Agreement pursuant to and
in accordance with Section 10.4(a) or 10.4(b) thereof for a period terminating
on the later of (a) August 30, 1998 or, if the Merger shall have not theretofore
been consummated because of a failure of a condition set forth in Sections
9.1(b), (c) or (d) of the Merger Agreement, September 30, 1998, as applicable,
or (b) the date which is 45 days following the date this Option first became
exercisable. If the Parent wishes to exercise the Option, the Parent shall give
written notice to each Shareholder of Parent's intention to exercise the Option
(with a copy thereof to the Company) specifying the place, time and date not
earlier than three business days and not later than 20 days from the date
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such notice is given for the closing of such purchase (the "Closing"). The
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Closing shall be held on the date specified in such notice unless, on such date,
there shall be any preliminary or permanent injunction or other order, decree or
ruling by any court of competent jurisdiction or any other legal restraint or
prohibition preventing the consummation of such purchase, in which event such
Closing shall be held as soon as practicable following the lifting, termination
or suspension of such injunction, order, restraint or prohibition (each party
agreeing to use its reasonable best efforts to have such injunction, order,
restraint or prohibition lifted, terminated or suspended), but in any event
within two business days thereof; provided, however, that Parent's right to
acquire the Shares shall terminate on the date this Agreement terminates
pursuant to Section 5 hereof. Each Shareholder's obligations to sell Shares upon
exercise of the Option is subject to the conditions that (i) any waiting period
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), applicable to the purchase of the Shares shall have expired or been
terminated and (ii) there shall be no preliminary or permanent injunction or
other order, decree or ruling preventing or restricting the sale of the Shares.
Parent and each Shareholder shall each promptly make such filings and provide
such information as may be required under the HSR Act with respect to the
purchase of the Shares.
2.3 Parent hereby agrees that, in the event that it purchases the Shares
pursuant to the Option, as promptly as practicable thereafter, Parent will, or
cause Sub to either (i) make a tender offer for the remaining Shares to the
shareholders of the Company (other than Parent and its direct and indirect
wholly-owned subsidiaries) or (ii) consummate a merger of Sub with and into the
Company (the consummation of which shall be subject only to the condition that
no court, arbitrator or governmental body, agency or official shall have issued
any order, decree or ruling prohibiting the consummation of such tender offer or
merger) pursuant to which the shareholders of the Company (other than any direct
or indirect wholly-owned subsidiary of Parent and holders with perfected
dissenters' rights) will receive shares of Parent Common Stock and Parent Rights
equal to the Option Purchase Price per share of Common Stock, and will take such
actions as may be necessary or appropriate in order to effectuate such tender
offer or merger at the earliest practicable time.
2.4 Payment and Delivery of Certificates. At any Closing hereunder (a)
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the Parent shall deliver to each Shareholder the shares of Parent Common Stock
required to be delivered pursuant herein and (b) such Shareholder shall each
deliver or cause to be delivered to the Parent a certificate or certificates
evidencing their Shares in proper form for transfer, accompanied by stock powers
duly executed in blank against receipt of the Parent Common Stock referenced in
item (a). The shares of Parent Common Stock issued to the Shareholders upon
exercise by Parent of the Option will be the subject of a registration statement
declared effective by the Securities Exchange Commission pursuant to the
Securities Act of 1933, as amended.
2.5 Adjustment Upon Changes in Capitalization. In the event of any
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dividend other than regular quarterly cash dividends on the Parent Common Stock
not materially greater than in the past, distribution, stock split, stock
dividend, reclassification, subdivision, recapitalization, combination or
exchange of shares or other similar transaction with respect to the Common
Stock, the Option Purchase Price shall be appropriately adjusted.
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2.6 If, after purchasing the Shares pursuant to the Option, Parent or Sub
or any of its affiliates enters into any agreement or understanding during the
period commencing on the date of the Closing and ending on the first anniversary
thereof, pursuant to which it is entitled to receive any cash or non-cash
consideration (valued at its fair market value) in respect of the Shares in
connection with an Alternative Proposal (as defined in the Merger Agreement),
Parent shall promptly pay, or cause to be promptly paid, over to the
Shareholders, as an addition to the Option Purchase Price (valued based on the
Average Closing Price referenced in Section 2.1) the excess, if any, of such
consideration over the Option Purchase Price paid for the Shares which are so
sold; provided, however, that (i) if the consideration received by Parent or Sub
or any of its affiliates shall be securities listed on a national securities
exchange or trade on the Nasdaq National Market, the per share fair market value
of such consideration shall be equal to the closing price per share of such
securities listed on such national securities exchange or the Nasdaq National
Market on the date such transaction is consummated, and (ii) if the
consideration received by Parent or Sub or any of its affiliates shall be in a
form other than cash or securities, the per share value shall be determined in
good faith as of the date such transaction is consummated by Parent and the
Shareholders, or, if Parent and the Shareholders cannot reach agreement, by a
nationally recognized investment banking firm reasonably acceptable to the
parties. With respect to non-cash consideration, Parent may, at its option,
deliver to the Shareholders their allocable portion of such non-cash
consideration in satisfaction of Parent's obligation with respect to that
portion of the consideration.
3. Representations and Warranties of Shareholder. Each Shareholder represents
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and warrants, as to itself, to Parent as follows:
3.1 Ownership of Shares. On the date hereof the Existing Shares are all
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of the Shares currently beneficially owned by such Shareholder other than
pursuant to Options (as defined in the Merger Agreement). Such Shareholder does
not have any rights to acquire any additional shares of Common Stock other than
pursuant to Options. Such Shareholder currently has with respect to the
Existing Shares, and at Closing will have with respect to the Shares, good,
valid and marketable title, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase, voting agreements or voting
trusts, and claims of every kind (other than the encumbrances created by this
Agreement, the ROFR Agreement, other encumbrances identified on Schedule B which
will be discharged at or prior to or at the Closing and other than restrictions
on transfer under applicable Federal and State securities laws). The sale of
the Shares to Parent upon exercise of the Option will transfer to Parent good,
valid and marketable title to the Shares, free of all liens, encumbrances,
restrictions and claims of every kind other than restrictions on transfer under
applicable federal and state securities laws.
3.2 Power; Binding Agreement. Each Shareholder has the full legal right,
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power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement. The execution and delivery of this Agreement
by such Shareholder will not violate any other agreement to which such
Shareholder is a party including, without limitation, any voting agreement,
shareholders agreement or voting trust. This Agreement has been duly executed
and delivered by such Shareholder and constitutes a legal, valid and binding
agreement of such
4
Shareholder, enforceable in accordance with its terms. Neither the execution or
delivery of this Agreement nor the consummation by such Shareholder of the
transactions contemplated hereby will (a) other than filings required under the
federal or state securities laws or the GCL (as defined in the Merger
Agreement), require any consent or approval of or filing with any governmental
or other regulatory body, or (b) constitute a violation of, conflict with or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or other restriction of any kind to which such Shareholder is a
party or by which such Shareholder is bound.
3.3 Finder's Fees. No person is, or will be, entitled to any commission
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or finder's fees from such Shareholder in connection with this Agreement or the
transactions contemplated hereby exclusive of any commission or finder's fees
referred to in the Merger Agreement.
4. Representations and Warranties of Parent. Parent represents and warrants
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to the Shareholders as follows:
4.1 Authority. Parent has full legal right, power and authority to enter
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into and perform all of its obligations under this Agreement. The execution and
delivery of this Agreement by Parent will not violate any other agreement to
which Parent is a party. This Agreement has been duly executed and delivered by
Parent and constitutes a legal, valid and binding agreement of Parent,
enforceable in accordance with its terms. Neither the execution of this
Agreement nor the consummation by Parent of the transactions contemplated hereby
will (a) require any consent or approval of or filing with any governmental or
other regulatory body, or (b) constitute a violation of, conflict with or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or other restriction of any kind to which Parent is a party or by
which it is bound.
4.2 Finder's Fees. No person is, or will be, entitled to any commission
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or finder's fee from Parent in connection with this Agreement or the
transactions contemplated hereby exclusive of any commission or finder's fees
referred to in the Merger Agreement.
5. Termination. This Agreement (other than the provisions of Sections 6 and
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7) shall terminate on the earliest of (a) the Effective Time (as defined in the
Merger Agreement), and (b) the later of (i) August 30, 1998 or, if the Merger
shall have not theretofore been consummated because of a failure of a condition
set forth in Sections 9.1(b), (c) or (d) of the Merger Agreement, September 30,
1998, as applicable, and (ii) the date which is the 45th calendar day following
the termination of the Merger Agreement pursuant to Section 10.4(a) or 10.4(b)
thereof, and (c) the date of the termination of the Merger Agreement (other than
pursuant to Section 10.4(a) or 10.4(b) thereof) in accordance with its terms.
6. Expenses. Except as provided in Section 18, each party hereto will pay all
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of its expenses in connection with the transactions contemplated by this
Agreement, including, without limitation, the fees and expenses of its counsel
and other advisers.
5
7. Confidentiality. Each Shareholder recognizes that successful consummation
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of the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to these matters. In this connection, pending
public disclosure, each Shareholder agrees that such Shareholder will not
disclose or discuss these matters with anyone (other than officers, directors,
legal counsel and advisors of any Shareholder or the Company, if any) not a
party to this Agreement, without prior written consent of Parent, except for
filings required pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, or disclosures Shareholder's legal
counsel advises in writing are necessary in order to fulfill Shareholder's
obligations imposed by law, in which event Shareholder shall give prompt prior
notice of such disclosure to Parent. Anything in this Section 7 to the contrary
notwithstanding, nothing in this Agreement shall limit any Shareholder from
exercising any of its rights or performing any of its duties as an officer or a
director of the Company.
8. Certain Covenants of Each Shareholder.
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8.1 Except in accordance with the provisions of this Agreement, each
Shareholder agrees, while this Agreement is in effect, not to, directly or
indirectly:
(i) grant any proxies, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or
(ii) take any action to encourage, initiate or solicit any inquiries
or the making of any Alternative Proposal or, except to the extent Shareholder
believes is required for Shareholder, in its capacity as an officer or director
of Company, to discharge its fiduciary duties, following consultation with
counsel, engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any person relating to an
Alternative Proposal or otherwise assist or facilitate any effort or attempt by
any person or entity (other than Parent, or their officers, directors,
representatives, agents, affiliates or associates) to make or implement an
Alternative Proposal. Shareholder will immediately cease and cause to be
terminated any existing activities, discussions or negotiations on its part with
any parties conducted heretofore with respect to any of the foregoing, and will
notify Parent promptly if it becomes aware of any such inquiries or that any
proposals are received by, any such information is requested from, or any such
negotiations or discussions are sought to be instituted or continued with, the
Company (or its officers, directors, representatives, agents, affiliates or
associates).
8.2 Each Shareholder agrees, while this Agreement is in effect, to notify
Parent promptly of the number of any shares of Common Stock acquired by each
Shareholder after the date hereof.
8.3 Each Shareholder hereby resigns at the Effective Time from all
director positions held in the Company or any direct or indirect subsidiary of
the Company except as provided in any employment agreement being entered into or
continued in connection with the transactions contemplated herein.
6
8.4 Each Shareholder agrees that it will not transfer any of the Shares
unless the transferee agrees to be bound by the terms of this Support Agreement,
including, without limitation, the provisions of Articles 1 and 2 hereof.
8.5 Each Shareholder who has vested options to acquire shares of Common
Stock hereby agrees that, upon the receipt of a written request from Parent
during the term hereof, it will exercise such options as soon as reasonably
practicable after its receipt of such notice (if not theretofore exercised).
Parent hereby agrees that it will indemnify each Shareholder so exercising such
options against all income taxes due or to become due, if any, which result from
the issuance of shares of Common Stock upon the exercise of such option and/or,
if the Option is exercised, upon the exercise of the Option by Parent, grossed
up to reflect the income taxes due as a result of the payments of such tax
liabilities, including tax liabilities related to all gross-up payments, by
Parent. Such amount due shall be paid by Parent to each Shareholder at least 10
days prior to the due date for each of such taxes (including estimated payment
due dates).
9. Notices. All notices or other communications required or permitted
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hereunder shall be in writing (except as otherwise provided herein), given in
the manner provided in the Merger Agreement, and shall be deemed duly given when
received, addressed as follows:
If to Parent:
Xxxxx XxXxxxx
President & Chief Executive Officer
Dover Downs Entertainment, Inc.
0000 X. XxXxxx Xxxxxxx
Xxxxx, XX 00000
With a copy to: Xxxxx X. Xxxxxxxxxx, Esquire
Dover Downs Entertainment, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
If to any Shareholder, at its address set forth on Schedule A hereto.
10. Entire Agreement; Amendment. This Agreement, together with the documents
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expressly referred to herein, constitute the entire agreement among the parties
hereto with respect to the subject matter contained herein and supersede all
prior agreements and understandings among the parties with respect to such
subject matter. This Agreement may not be modified, amended, altered or
supplemented except by an agreement in writing executed by the party against
whom such modification, amendment, alteration or supplement is sought to be
enforced.
11. Assigns. This Agreement shall be binding upon and inure to the benefit of
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the parties hereto and their respective successors, assigns and personal
representatives, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties, except that Parent may
7
assign, any or all of its rights and obligations hereunder to any direct or
indirect wholly-owned subsidiary of Parent without the consent of Shareholder or
Company, but no such transfer shall relieve Parent of its obligations under this
Agreement if such subsidiary does not perform the obligations of Parent
hereunder.
12. Governing Law. Except as expressly set forth below, this Agreement shall
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be governed by and construed in accordance with the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof. In addition, Parent and each
Shareholder hereby agree that any dispute arising out of this Agreement, the
offer or the Merger shall be heard in the Court of Chancery of the State of
Delaware or in the United States District Court for the District of Delaware
and, in connection therewith, each party to this Agreement hereby consents to
the jurisdiction of such courts and agrees that any service of process in
connection with any dispute arising out of this Agreement, or the Merger may be
given to any other party hereto by certified mail, return receipt requested, at
the respective addresses set forth in Section 9 above.
13. Injunctive Relief. The parties agree that in the event of a breach of any
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provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of any
provision of this Agreement, the aggrieved party shall be entitled to obtain in
any court of competent jurisdiction a decree of specific performance or to
enjoin the continuing breach of such provision, in each case without the
requirement that a bond be posted, as well as to obtain damages for breach of
this Agreement. By seeking or obtaining such relief, the aggrieved party will
not be precluded from seeking or obtaining any other relief to which it may be
entitled.
14. Counterparts; Facsimile Signature. This Agreement may be executed,
---------------------------------
including execution by facsimile, in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same document.
15. Severability. Any term or provision of this Agreement which is invalid or
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unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
16. Further Assurances. Each party hereto shall execute and deliver such
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additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
17. Third Party Beneficiaries. Except for Section 2.3, for which the Company
-------------------------
is a third party beneficiary, nothing in this Agreement, expressed or implied,
shall be construed to give any person other than the parties hereto any legal or
equitable right, remedy or claim under or by reason of this Agreement or any
provision contained herein.
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18. Legal Expenses. In the event any legal proceeding is commenced by any
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party to this Agreement to enforce or recover damages for any breach of the
provisions hereof, the prevailing party in such legal proceeding shall be
entitled to recover in such legal proceeding from the losing party such
prevailing party's costs and expenses incurred in connection with such legal
proceedings, including reasonable attorneys fees.
19. Amendment and Modification. This Agreement may only be amended, modified
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and supplemented by a written document executed by all the parties affected.
20. Obligations Several. The obligations of each Shareholder hereunder are
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several, not joint and several.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be executed by its
duly authorized officers, and each Shareholder has duly executed this Agreement,
as of the date and year first above written.
Dover Downs Entertainment, Inc.
By:
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Name:
Title:
SHAREHOLDERS:
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Name:
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Name:
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Name:
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Name:
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Name:
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Name:
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Name:
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Schedule A
Shareholder
(and Address) Shares Owned Options Owned
------------- ------------ -------------
Xxxx Xxxxxxx
The Lincoln Fund 66,600
The Lincoln Fund Tax Advantaged 18,750
The Xxxxxx Fund, LP 15,625
Matlins Financial Consulting, Inc. 6,250
C/o Matlins Financial Consulting, Inc.
0 Xxxx Xxx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX. 00000
Xxxxx Xxxxxx 23,049 9,064
C/o GPALB, Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xx. 00000
Xxxx Xxxxx 32,190 12,691
C/o GPALB, Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xx. 00000
Xxxxxx Xxxxxx 55,204 20,830
C/o GPALB, Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xx. 00000
Xxx Xxxxxx 500 0
X/x Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxx.
Xxxxxxx, XX. 00000
Xxxx Xxxxxxx 1,400 0
X/x Xxxxxxx Xxxxxxxxxxx Xxxx
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xx. 00000
Xxxx X. Xxxxx, Xx. 86,910 11,952
C/o Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx
Imperial Bank Tower
000 X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, Xx. 92101
Schedule A
Shareholder
(and Address) Shares Owned Options Owned
------------- ------------ -------------
Xxxxxxxxxxx X. Xxxx 376,010 174,435
C/o GPALB, Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xx. 00000
Xxx Xxxxxxxxxx 176,498 108,702
C/o GPALB, Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xx. 00000
Xxxxx Xxxx 49,014 11,952
X.X. Xxx 0000
Xxxxx Xxxxxxx, Xx. 00000-0000
Xxx Xxxxxxxx 56,027 14,939
C/o S.R.E. Industries
0000 X. Xxxxxxxx Xxxx.
Xxxxxxx, Xx. 00000
Xxxxxx Xxxxxx 59,195 14,939
C/x Xxxxxx Automotive
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xx. 00000
Xxx Xxxxx 46,027 14,939
000 Xxxxxx XXxxxx
Xxxx Xxxxx, Xx. 00000
Xxx Xxxxxx 73,828 11,952
C/o All American Racers
0000 X. Xxxxxxxx
Xxxxx Xxx, Xx. 00000
Xxxx X. Xxxxx, III 36,570 0
X/x Xxxxxxxx & Xxxxx
000 X. 0xx Xxxxxx, 0xx Xxxxx
Los Angeles, Ca. 90017
Schedule A
Shareholder
(and Address) Shares Owned Options Owned
------------- ------------ -------------
Rod & Xxxxx Xxxxx 47,965 0
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xx. 00000
Xxxxxxx Xxxxx & Xxxx Xxx Xxxxxxx 35,000 0
7 Lorjen
Xxxx Xx Xxxx, Xx. 00000
Xxxxxx Xxxxx 14,228 0
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, Xx. 00000
Xxxx Read 60,000
000 Xxxx Xxxx
Xxxx Xxxxxxx, Xx. 00000
Xxxx Xxxxx 38,557 11,952
00000 Xxxx Xxxxx Xxxxx, Xxx. 00X
Xxxx Xxxxx, Xx. 00000
Xxx Xxxxxxxx 67,341 0
C/o Kensington Motors
0000 Xxxx Xxxxx Xxxx.
Xxxx Xxxxx, Xx. 00000
Xxxx & Xxxxx Xxxxxxx 35,570 0
00000 Xxxxx Xxx Xxxx
Xxxxxxxxxx Xxxxx, Xx. 00000
Xxx Xxxxx 23,120
L.H. Friend, Weinress, Xxxxxxxx
& Xxxxxxx, Inc. 31,250
