SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE
AGREEMENT
Dated as of November __, 1997
between
FLORIDA GAMING CORPORATION
and
THE PURCHASERS LISTED ON EXHIBIT A
TABLE OF CONTENTS
Page
ARTICLE I Purchase and Sale of Preferred Stock
Section 1.1 Purchase and Sale of Stock . . . . . . . . . .1
Section 1.2 The Conversion Shares. . . . . . . . . . . . .1
Section 1.3 Purchase Price and Closing . . . . . . . . . .1
ARTICLE II Representations and Warranties . . . . . . . . . . .2
Section 2.1 Representation and Warranties of the Company .2
Section 2.2 Representations and Warranties of the
Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE III Covenants. . . . . . . . . . . . . . . . . . . . . 15
Section 3.1 Securities Compliance. . . . . . . . . . . . 15
Section 3.2 Registration and Listing . . . . . . . . . . 16
Section 3.3 Inspection Rights. . . . . . . . . . . . . . 16
Section 3.4 Compliance with Laws . . . . . . . . . . . . 16
Section 3.5 Keeping of Records and Books of Account. . . 16
Section 3.6 Reporting Requirements . . . . . . . . . . . 16
Section 3.7 Amendments . . . . . . . . . . . . . . . . . 17
Section 3.8 Other Agreements . . . . . . . . . . . . . . 17
Section 3.9 Rule 144A . . . . . . . . . . . . . . . . . . 19
Section 3.10 Regulation S . . . . . . . . . . . . . . . . 19
Section 3.11 Redemption and Lock-Up of Securities . . . . 19
Section 3.12 Delivery of Certificates . . . . . . . . . . 19
ARTICLE IV Conditions. . . . . . . . . . . . . . . . . . . . . 19
Section 4.1 Conditions Precedent to the Obligation of the
Company to Sell the
Shares . . . . . . . . . . . . . . . . . . . 19
(a) Accuracy of the Purchasers' Representations and
Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(b) Performance by the Purchasers . . . . . . . . . 20
(c) No Injunction . . . . . . . . . . . . . . . . . 20
(d) Minimum Purchase . . . . . . . . . . . . . . . 20
Section 4.2 Conditions Precedent to the Obligation of the
Purchasers to Purchase
the Shares . . . . . . . . . . . . . . . . . 20
(a) Accuracy of the Company's Representations and
Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(b) Performance by the Company. . . . . . . . . . . 20
(c) Minimum Purchase. . . . . . . . . . . . . . . . 20
(d) No Suspension, Etc. . . . . . . . . . . . . . . 20
(e) No Injunction . . . . . . . . . . . . . . . . . 21
(f) No Proceedings or Litigation. . . . . . . . . . 21
(g) Certificate of Designation of Rights and
Preferences. . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Opinion of Counsel, Etc . . . . . . . . . . . . 21
(i) Registration Rights Agreement . . . . . . . . . 21
ARTICLE V Registration Rights . . . . . . . . . . . . . . . . 21
ARTICLE VI Stock Certificate Legend . . . . . . . . . . . . . 22
Section 6.1 Legend . . . . . . . . . . . . . . . . . . . 22
ARTICLE VII Termination. . . . . . . . . . . . . . . . . . . . 23
Section 7.1 Termination by Mutual Consent. . . . . . . . 23
Section 7.2 Other Termination. . . . . . . . . . . . . . 23
Section 7.3 Effect of Termination. . . . . . . . . . . . 23
ARTICLE VIII Indemnification. . . . . . . . . . . . . . . . . 23
Section 8.1 General Indemnity. . . . . . . . . . . . . . 23
Section 8.2 Indemnification Procedure. . . . . . . . . . 23
ARTICLE IX Miscellaneous. . . . . . . . . . . . . . . . . . . 25
Section 9.1 Fees and Expenses. . . . . . . . . . . . . . 25
Section 9.2 Specific Enforcement, Consent to Jurisdiction25
Section 9.3 Entire Agreement; Amendment. . . . . . . . . 25
Section 9.4 Notices. . . . . . . . . . . . . . . . . . . 26
Section 9.5 Waivers. . . . . . . . . . . . . . . . . . . 26
Section 9.6 Headings . . . . . . . . . . . . . . . . . . 27
Section 9.7 Successors and Assigns . . . . . . . . . . . 27
Section 9.8 No Third Party Beneficiaries . . . . . . . . 27
Section 9.9 Governing Law. . . . . . . . . . . . . . . . 27
Section 9.10 Survival . . . . . . . . . . . . . . . . . . 27
Section 9.11 Counterparts . . . . . . . . . . . . . . . . 27
Section 9.12 Publicity. . . . . . . . . . . . . . . . . . 27
Section 9.13 Severability . . . . . . . . . . . . . . . . 27
Section 9.14 Further Assurances . . . . . . . . . . . . . 28
SERIES G 5% CONVERTIBLE PREFERRED STOCK PURCHASE
AGREEMENT
This SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
(the "Agreement") is dated as of November __, 1997 between
Florida Gaming Corporation., a Delaware corporation (the
"Company") and each of the Purchasers of shares of Series G 5%
Convertible Preferred Stock of the Company whose names are set
forth on Exhibit A hereto (individually, a "Purchaser" and
collectively, the "Purchasers").
The parties hereto agree as follows:
ARTICLE I
Purchase and Sale of Preferred Stock
Section 1.1 Purchase and Sale of Stock. Upon the
following terms and conditions, the Company shall issue and sell
to the Purchasers and each of the Purchasers shall purchase from
the Company, the number of shares of the Company's Series G 5%
Convertible Preferred Stock, par value $.10 per share (the
"Preferred Shares"), at a purchase price of $1,000 per share, set
forth with respect to such Purchaser on Exhibit A hereto. The
designation, rights, preferences and other terms and provisions
of the Series G Convertible Preferred Stock are set forth on
Exhibit B hereto.
Section 1.2 The Conversion Shares. The Company has
authorized and has reserved and covenants to continue to reserve,
free of preemptive rights and other similar contractual rights of
stockholders, a sufficient number of its authorized but unissued
shares of its Common Stock, par value $.10 per share (the "Common
Stock"), to satisfy the rights of conversion of the holders of
the Preferred Shares as of the date of this Agreement. Any
shares of Common Stock issuable upon conversion of the Preferred
Shares (and such shares when issued) are herein referred to as
the "Conversion Shares". The Preferred Shares and the Conversion
Shares are sometimes collectively referred to as the "Shares".
Section 1.3 Purchase Price and Closing. The Company
agrees to issue and sell to the Purchasers and, in consideration
of and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement, the
Purchasers, severally but not jointly, agree to purchase that
number of the Preferred Shares set forth opposite their
respective names on Exhibit A. The aggregate purchase price of
the Preferred Shares being acquired by each Purchaser is set
forth opposite such Purchaser's name on Exhibit A. The closing of
the purchase and sale of the Preferred Shares to be acquired by
the Purchasers from the Company under this Agreement shall take
place at the offices of Xxxx X. Xxxxxxxxxx, 0000 Xxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Closing") at
10:00 a.m. P.D.T. on the later of the following: (i) November
__, 1997, (ii) the date on which the last to be fulfilled or
waived of the conditions set forth in Article IV hereof and
applicable to the Closing shall be fulfilled or waived in
accordance herewith, or (iii) such other time and place or on
such other date as the Purchasers and the Company may agree upon
(the "Closing Date"). On the Closing Date, the Company shall
deliver to each Purchaser certificates for the number and series
of Preferred Shares set forth opposite its name under the heading
"Number of Preferred Shares to be Purchased" on Exhibit A hereto,
registered in such Purchaser's name (or its nominee) against
receipt by the Company of a wire transfer of funds to the account
as shall be designated in writing by the Company, representing
the cash consideration set forth opposite each such Purchaser's
name on Exhibit A. In addition, each party shall deliver all
documents, instruments and writings required to be delivered by
such party pursuant to this Agreement at or prior to the Closing.
There may be multliple Closings, but in no event will any Closing
occur until a minimum of 2,000 Preferred Shares has been
subscribed for by Purchasers.
ARTICLE II
Representations and Warranties
Section 2.1 Representations and Warranties of the
Company. The Company represents and warrants to, and agrees
with, the undersigned as follows:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware and has all requisite, corporate power and authority
to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business
and is in good standing in the State of Florida and in each other
jurisdiction in which the failure to so qualify would have a
material adverse effect on the business or properties of the
Company and its subsidiaries. The Company is not the subject of
any pending or threatened material investigation or
administrative or legal proceeding by the Internal Revenue
Service, the taxing authorities of any state or local
jurisdiction or the Securities and Exchange Commission (the
"Commission") which have not been disclosed in the reports
referred to in Section 2.1(b) below.
(b) The Company has previously made available to the
undersigned copies of the Company's (i) Annual Reports on Form
10-KSB for the year ended December 31, 1996, (ii) Quarterly
Reports on Form 10-QKSB for the fiscal quarters ended March 3l,
1997, June 30, 1997, and September 30, 1997, and (iii) Current
Reports on Form 8-K dated December 31, 1996, as amended, January
16, 1997, April 4, 1997, May 1, 1997, July 10, 1997, and
September 24, 1997, as amended (the "Periodic Reports") made
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All of such Periodic Reports complied as to
form with the provisions of the Securities Act of 1933, as
amended (the "Securities Act") and the Exchange Act and none of
such reports contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they
were made, not false or misleading. Since June 30, 1997, there
have been no material adverse changes in the Company's financial
condition or business which have not been disclosed to the
undersigned in writing.
(c) All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder and the
authorization, issuance (or reservation for issuance) and
delivery of the Preferred Shares and the Conversion Shares have
been taken, and this Agreement constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with
its terms, except to the extent adjustments to the conversion
price of the Preferred Shares of Series G 5% Convertible
Preferred Stock and other preferred shares of the Company's
convertible preferred stock (together with the Preferred Shares,
the "Preferred Stock") would result in the issuance of a number
of Preferred Stock or Common Stock in excess of the Company's
authorized number of Preferred Stock or Common Stock.
(d) As of the date of the Memorandum (as defined in
Section 2.2(a)), the Company is authorized to issue (i)
15,000,000 shares of Common Stock, of which 5,586,940 shares are
issued and outstanding on the date hereof; (ii) 500,000 shares of
Convertible Preferred Stock, $.10 par value, of which no shares
are issued or outstanding; (iii) 1,200,000 shares of Series A
Convertible Preferred Stock, $.10 par value, of which 34,435
shares are issued and outstanding; and (iv) 500,000 shares of
Preferred Stock, $.10 par value, of which the following series
are designated: (u) 5,000 shares of Series B Convertible
Preferred Stock, $.10 par value, of which 545 shares are issued
and outstanding; (v) 5,000 shares of Series C Convertible
Preferred Stock, $.10 par value, of which 150 shares are issued
and outstanding; (w) 5,000 shares of Series D Convertible
Preferred Stock, $.10 par value, of which no shares are issued
and outstanding; (x) 2,000 shares of Series E Convertible
Preferred Stock, $.10 par value, of which 2,000 shares are issued
and outstanding; (y) 2,500 shares of Series F Convertible
Preferred Stock, $.10 par value, of which no shares are issued
and outstanding; and (z) 5,000 shares of the Series G Preferred
Stock will be authorized. As of the date of the Memorandum, the
Company has reserved for issuance 6,101,390 shares of Common
Stock pursuant to the exercise of options and the issuance of
Common Stock upon the conversion of the Preferred Shares. Except
for the foregoing and as disclosed in the Memorandum, there are
no other convertible securities, options, warrants,
subscriptions, calls or other rights or agreements, arrangements
or commitments obligating the Company to issue, transfer or sell
any securities of the Company, outstanding or authorized stock
appreciation, phantom stock or other similar rights with respect
to the Company or any commitments to issue any of the same. To
the best of the Company's knowledge, none of such issued and
outstanding Preferred Shares of the Company's capital stock or
options is the subject of any voting trust agreement or other
agreement relating to the voting thereof or restricting in any
way the sale or transfer thereof.
(e) The Preferred Shares, when issued, sold and
delivered in accordance with the terms hereof for the
consideration expressed herein, will be validly issued, fully
paid and nonassessable and, based in part upon the accuracy of
the representations of the undersigned in this Agreement, will be
issued in compliance with all applicable United States federal
and state securities laws. The Conversion Shares when issued in
accordance with the terms of the Certificate of Designations,
Voting Powers, Preferences, Limitations, Restrictions, and
Relative Rights of Series G 5% Convertible Preferred Stock (the
"Certificate of Designation") shall be duly and validly issued
and outstanding, fully paid and nonassessable, and based in part
on the accuracy of the representations and warranties of the
undersigned and any transferee of the Preferred Shares, will be
in compliance with all applicable United States federal and state
securities laws.
(f) Except as limited by the provisions of the Florida
Department of Business and Professional Regulation, Division of
Pari-Mutuel Wagering with respect to the holding of 5% or more of
the Company's Common Stock, the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby, including the issuance of the Preferred Shares and the
Conversion Shares, do not and will not conflict with or result in
a breach by the Company of any of the terms or provisions of, or
constitute a default under, the Certificate of Incorporation or
By-Laws of the Company, or any indenture, mortgage, deed of trust
or other material instrument to which the Company is a party or
by which it or any of its properties or assets are bound, or any
applicable decree, judgment or order of any court, federal or
state regulatory body, administrative, agency or other
governmental body having jurisdiction over the Company or any of
its properties or assets.
(g) As of the date hereof, the conduct of the business
of the Company complies in all material respects with all
statutes, laws, regulations, ordinances, rules, judgments, orders
or decrees applicable thereto. The Company has not received
notice of any alleged violation of any statute, law, regulation,
ordinance, rule, judgment, order or decree from any governmental
authority. The Company shall comply with all applicable
securities laws with respect to the sale of the Preferred Shares
and the Conversion Shares, including but not limited to the
filing of all reports required to be filed in connection
therewith with the Commission or any stock exchange or the NASDAQ
Stock Market or any other regulatory authority.
(h) Except as disclosed in the Periodic Reports, there
is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or,
to the knowledge of the Company, threatened, against or affecting
the Company, or any of its properties, which could reasonably be
expected to result in any material adverse change in the
business, financial condition or results of operations of the
Company, or which could reasonably be expected to materially and
adversely affect the properties or assets of the Company.
(i) There is no fact known to the Company (other than
general economic conditions known to the public generally) that
has not been disclosed in writing to the undersigned that (i)
could reasonably be expected to have a material adverse effect on
the business, financial condition or results of operations of the
Company, or which could reasonably be expected to materially and
adversely affect the properties or assets of the Company or (ii)
could reasonably be expected to materially and adversely affect
the ability of the Company to perform its obligations pursuant to
this Agreement and the issuance of the Preferred Shares and the
Conversion Shares hereunder or pursuant hereto in good faith and
pursuant to appropriate proceedings.
(j) The Company shall, until at least the second
anniversary of the Closing, maintain its corporate existence in
good standing, and shall pay all its taxes when due except for
taxes which the Company disputes.
(k) For so long as any Preferred Shares or Conversion
Shares held by the undersigned remain outstanding:
(i) the Company will reserve from its
authorized but unissued shares of Common Stock a sufficient
number of shares of Common Stock to permit the issuance of all of
the shares of Common Stock upon conversion of the Preferred
Shares; and
(ii) the Company will utilize its reasonable
best efforts, and take all steps within its control necessary, to
maintain the listing of its Common Stock on the NASDAQ Stock
Market or other national securities exchange.
(l) The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Preferred
Shares as required by the laws and regulations of all appropriate
jurisdictions.
(m) The Company shall consult with its legal counsel
regarding its Exchange Act filing requirements including, but not
limited to, the obligation of the Company to file Form 8-K in
connection with the offering of the Preferred Shares, and timely
make any and all necessary filings.
Section 2.2 Representations and Warranties of the
Purchasers. Each of the Purchasers hereby makes the following
representations and warranties to the Company with respect solely
to itself and not with respect to any other Purchaser:
(a) The undersigned, in making the decision to
purchase the Preferred Shares, has relied upon independent
investigations made by him or it and his or its representatives,
if any. The undersigned has relied solely on the information
contained in the Company's offering materials dated November __,
1997 (the "Memorandum") relating to the offering of 3,000
Preferred Shares of Series G 5% Convertible Preferred Stock of
the Company (the "Offering"), receipt of which is hereby
acknowledged; no oral representations have been made or oral
information made available to the undersigned in connection with
the purchase of the Preferred Shares which were in any way
inconsistent with the Memorandum; and the undersigned and/or its
advisors have had a reasonable opportunity to ask questions of
and receive answers from the Company concerning the Preferred
Shares.
(b) The undersigned has been supplied with or has
sufficient access to all information, including financial
statements and other financial information of the Company, and
has been afforded with an opportunity to ask questions of and
receive answers from an officer of the Company concerning
information to which a reasonable investor would attach
significance in making investment decisions, so that as a
reasonable investor the undersigned has been able to make the
undersigned's decision to purchase the Preferred Shares.
(c) The undersigned is not purchasing the Preferred
Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television
or radio, or presented at any seminar or meeting, or any
solicitation of a subscription by a person not previously known
to the undersigned in connection with investments in securities
generally.
(d) As applicable, the undersigned has reached the age
of majority in the state in which the undersigned resides, has
adequate means of providing for the undersigned's current
financial needs and contingencies, is able to bear the
substantial economic risks of an investment in the Preferred
Shares and Conversion Shares for an indefinite period of time,
has no need for liquidity in such investment, has made
commitments to investments that are not readily marketable which
are reasonable in relation to the undersigned's net worth and, at
the present time, could afford a complete loss of such
investment.
(e) The undersigned has such knowledge and experience
in financial, tax and business matters so as to enable him to
utilize the information made available to the undersigned in
connection with the offering of the Preferred Shares to evaluate
the merits and risks of an investment in the Preferred Shares and
to make an informed investment decision with respect thereto.
(f) The undersigned acknowledges that the purchase of
the Preferred Shares involve a high degree of risk and further
acknowledges that he or it can bear the economic risk of the
purchase of the Preferred Shares, including the total loss of his
or its investment. The undersigned is not relying on the Company
with respect to the tax and other economic considerations of an
investment in the Preferred Shares, and the undersigned has
relied on the advice of, or has consulted with, only the
undersigned's own advisor(s).
(g) The undersigned has full right and power to
perform pursuant to this Agreement and make an investment in the
Company and, if the undersigned is a corporation, partnership,
trust or other entity, is authorized and otherwise duly qualified
to purchase and hold the Preferred Shares and to enter into this
Agreement.
(h) The undersigned will not sell or otherwise
transfer the Preferred Shares or the shares of Common Stock
issuable upon conversion of the Preferred Shares without
registration under the Securities Act or an exemption therefrom
and fully understands and agrees that the undersigned must bear
the economic risk of the undersigned's purchase for an indefinite
period of time because, among other reasons, the Preferred Shares
and the Conversion Shares have not been registered under the
Securities Act or under the securities laws of certain states
and, therefore, cannot be resold, pledged, assigned or otherwise
disposed of unless the securities are subsequently registered
under the Securities Act and under the applicable securities laws
of such states or unless an exemption from such registration is
available in the opinion of counsel for the holder, which counsel
and opinion are reasonably satisfactory to counsel for the
Company. The undersigned is purchasing the Preferred Shares and
the Conversion Shares for the undersigned's own account, for
investment and not with a view to resale or distribution except
in compliance with the Securities Act. The undersigned is aware
that an exemption from the registration requirements of the
Securities Act pursuant to Rule 144 promulgated thereunder is not
presently available; that, except as contemplated by Article V
hereof, the Company has no obligation to make available an
exemption from the registration requirements pursuant to such
Rule 144 or any successor rule for resale of the Preferred Shares
and the Conversion Shares, and that even if an exemption under
Rule 144 were available, Rule 144 permits only routine sales of
securities in limited amounts in accordance with the terms and
conditions of such Rule 144.
(i) The undersigned agrees to the placement of a
legend on any certificate or other document evidencing the
Preferred Shares or the Conversion Shares stating that they have
not been registered under the Securities Act (and a stop transfer
order may be placed with respect thereto).
(j) Neither the undersigned nor any of his or its
affiliates or agents will, directly or indirectly, maintain any
short position in the Conversion Shares or any other securities
of the Company for so long as any of the Preferred Shares owned
by the undersigned have not been converted into Conversion
Shares; provided, however, that the undersigned may maintain a
short position with respect to the Conversion Shares provided
that such short position is covered by conversion of the
Preferred Shares within five (5) business days.
(k) The undersigned understands and acknowledges that
Florida law prohibits any person or entity from acquiring a 5% or
greater equity interest in a pari-mutuel operator and exercising
control with respect to those Preferred Shares until such person
has received the approval of the Florida Department of Business
and Professional Regulation, Division of Pari-Mutuel Wagering,
and therefore that the acquisition of 5% or more of the Company's
Common Stock upon the conversion of Preferred Shares would
require such approval.
(l) The undersigned understands that the Preferred
Shares are being offered and sold to him or it in reliance on
specific exemptions from the registration requirements of federal
and state securities laws and that the Company is relying upon
the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the undersigned
set forth herein in order to determine the applicability of such
exemptions and the suitability of the undersigned to acquire the
Preferred Shares. The representations, warranties and agreements
contained herein are true and correct as of the date hereof and
may be relied upon by the Company, and the undersigned will
notify the Company immediately of any adverse change in any such
representations and warranties which may occur prior to the
acceptance of the subscription and will promptly send the Company
written confirmation thereof. The representations, warranties
and agreements of the undersigned contained herein shall survive
the execution and delivery of this Agreement and the purchase of
the Preferred Shares.
(m) The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act.
ARTICLE III
Covenants
The Company covenants with each of the Purchasers as
follows, which covenants are for the benefit of the Purchasers
and their permitted assignees (as defined herein).
Section 3.1 Securities Compliance.
(a) The Company shall notify the Commission and NASD, if
applicable, in accordance with their requirements, of the
transactions contemplated by this Agreement and the Registration
Rights Agreement, and shall take all other necessary action and
proceedings as may be required and permitted by applicable law,
rule and regulation, for the legal and valid issuance of the
Preferred Shares to the Purchasers or subsequent holders.
(b) The Company is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and
understandings of such Purchasers set forth herein in order to
determine the applicability of such exemptions and the
suitability of such Purchasers to acquire the Preferred Shares.
Section 3.2 Registration and Listing. The Company will
cause its Common Stock to continue to be registered under
Sections 12(b) or 12(g) of the Exchange Act, will comply in all
respects with its reporting and filing obligations under the
Exchange Act, will comply with all requirements related to any
registration statement filed pursuant to this Agreement and will
not take any action or file any document (whether or not
permitted by the Securities Act or the rules promulgated
thereunder) to terminate or suspend such registration or to
terminate or suspend its reporting and filing obligations under
said Acts, except as permitted herein. The Company will take all
action necessary to continue the listing or trading of its Common
Stock on the NASDAQ system, if applicable, and will comply in all
respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the NASD and NASDAQ
system.
Section 3.3 Inspection Rights. The Company shall permit,
during normal business hours and upon reasonable request and
reasonable notice, each Purchaser or any employees, agents or
representatives thereof, so long as such Purchaser shall be
obligated hereunder to purchase the Preferred Shares or shall
beneficially own Preferred Shares or Conversion Shares, which,
in the aggregate, represent more than 2% of the total combined
voting power of all voting securities then outstanding, to
examine and make reasonable copies of and extracts from the
records and books of account of, and visit and inspect the
properties, assets, operations and business of the Company and
any subsidiary, and to discuss the affairs, finances and accounts
of the Company and any subsidiary with any of its officers,
consultants, directors, key employees.
Section 3.4 Compliance with Laws. The Company shall
comply, and cause each subsidiary to comply, with all applicable
laws, rules, regulations and orders, such noncompliance with
which could have a Material Adverse Effect on its business,
assets, operations or condition, financial or otherwise.
Section 3.5 Keeping of Records and Books of Account. The
Company shall keep, and cause each subsidiary to keep, adequate
records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied, reflecting all
financial transactions of the Company and each subsidiary, and in
which, for each fiscal year, all proper reserves for
depreciation, depletion, obsolescence, amortization, taxes, bad
debts and other purposes in connection with its business shall be
made.
Section 3.6 Reporting Requirements. The Company shall
furnish the following to each Purchaser so long as such
Purchaser shall be obligated hereunder to purchase the Preferred
Shares or shall beneficially own Preferred Shares or Conversion
Shares, which, in the aggregate, represent more than 2% of the
total combined voting power of all voting securities then
outstanding:
(a) Quarterly Reports filed with the Commission on
Form 10-Q as soon as available, and in any event within 45 days
after the end of each of the first three fiscal quarters of the
Company, consolidated balance sheets of the Company and the
subsidiaries as of the end of such period and consolidated
statements of income and statements of cash flows and changes in
stockholders equity of the Company and the subsidiaries for such
period and for the period commencing at the end of the previous
fiscal year and ending with the end of such period, setting forth
in each case in comparative form the corresponding figures for
the corresponding period of the preceding fiscal year;
(b) Annual Reports filed with the Commission on Form
10-K as soon as available, and in any event within 90 days after
the end of each fiscal year of the Company, a copy of the annual
consolidated balance sheet, consolidated statements of income and
statements of cash flows and changes in stockholders equity of
the Company and the subsidiaries for such period and for the
period commencing at the end of the previous fiscal year and
ending with the end of such period, setting forth in each case in
comparative form the corresponding figures for the corresponding
period of the preceding fiscal year. All such consolidated
statements shall be duly certified by the Chief Financial Officer
of the Company and an independent certified public accountant
approved by the Company's Audit Committee.
Section 3.7 Amendments. The Company shall not amend or
waive any provision of the Certificate of Incorporation, Bylaws
of the Company or the Registration Rights Agreements in any way
that would adversely affect the liquidation preferences, dividend
rights, voting rights or redemption rights of the holders of the
Preferred Shares.
Section 3.8 Other Agreements. The Company shall not
enter into any agreement in which the terms of such agreement
would restrict or impair the right to perform of the Company or
any subsidiary under this Agreement, the Registration Rights
Agreement or the Certificate of Incorporation of the Company.
Section 3.9 Rule 144A. The Company covenants and agrees
that if the Company fails to register the Conversion Shares
within 180 days from the Closing Date under the terms and
conditions of the Registration Rights Agreement attached hereto
as Exhibit C, then for so long as any of the Preferred Shares
remain outstanding and continue to be "restricted securities"
within the meaning of Rule 144 under the Securities Act, the
Company shall make available to the Purchasers in connection with
any sale thereof, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of the Shares
pursuant to Rule 144A, if applicable.
Section 3.10 Regulation S. The Company covenants and
agrees that if the Company fails to register the Conversion
Shares within 180 days from the Closing Date under the terms and
conditions of the Registration Rights Agreement attached hereto
as Exhibit C, then for so long as any of the Preferred Shares or
Conversion Shares remain outstanding and continue to be
"restricted securities" within the meaning of Rule 144 under the
Securities Act, the Company shall, in order to permit resales of
the Preferred Shares or Conversion Shares pursuant to Regulation
S under the Securities Act ("Regulation S"), (a) continue to file
all material required to be filed pursuant to Section 13(a) or
15(d) of the Exchange Act, and (b) not knowingly engage in
directed selling efforts in connection with the resale of
securities by any Purchaser under Regulation S.
Section 3.11 Redemption and Lock Up of Securities. The
Company convents to redeem the $1,200,000 5% Cumulative
Convertible Debenture due December 31, 1998, using a portion of
the net proceeds of the securities sold pursuant to this
Agreement. The Company also covenants to have received a binding
written commitment for (i) the holders of 1,500 shares of the
Company's Series E 8% Cumulative Convertible Preferred Stock (the
"Series E Shares") to a restriction on the conversion of the
Series E Shares for the one (1) year period beginning on November
10, 1997 and ending on November 10, 1998, and (ii) when issued,
the holders of 2,084 shares of the Company's Series F Convertible
Preferred Stock (the "Series F Shares") to a restriction on the
conversion of the Series F Shares for the one (1) year period
beginning on November 10, 1997 and ending on November 10, 1998.
Section 3.12 Delivery of Certificates. If the Company does
not deliver certificates evidencing Conversion Shares within five
(5) days after receipt by the Company of the stock certificates
representing the Preferred Shares to be converted and all other
documentation set forth in Section 5(a) of the Certificate of
Designation from a holder of the Preferred Shares, then in
addition to any other remedies which the holder of the Preferred
Shares may have, the Company shall immediately pay to said holder
a late fee in cash at the rate of 2% of the liquidation
preference of the Preferred Shares per month or pro rata portion
thereof that the delivery of said certificates is late.
ARTICLE IV
Conditions
Section 4.1 Conditions Precedent to the Obligation of the
Company to Sell the Shares. The obligation hereunder of the
Company to issue and sell the Preferred Shares to the Purchasers
is subject to the satisfaction or waiver, at or before the
Closing, of each of the conditions set forth below. These
conditions are for the Company's sole benefit and may be waived
by the Company at any time in its sole discretion.
(a) Accuracy of the Purchasers Representations and
Warranties. The representations and warranties of the Purchasers
shall be true and correct in all material respects as of the date
when made and as of the Closing as though made at that time,
except for representations and warranties that are expressly made
as of a particular date.
(b) Performance by the Purchasers. Each Purchaser shall
have performed, satisfied and complied in all material respects
with all material covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by
such Purchaser at or prior to the Closing.
(c) No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this
Agreement.
(d) Minimum Purchase. A minimum of 2,000 Preferred Shares
shall have been purchased from the Company, resulting in minimum
gross proceeds of $2,000,000.
Section 4.2 Conditions Precedent to the Obligation of the
Purchasers to Purchase the Shares. The obligation hereunder of
each Purchaser to acquire and pay for the Preferred Shares is
subject to the satisfaction or waiver, at or before the Closing,
of each of the conditions set forth below. These conditions are
for each Purchaser's sole benefit and may be waived by such
Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and
Warranties. Each of the representations and warranties of the
Company shall be true and correct in all material respects as of
the date when made and as of the Closing as though made at that
time (except for representations and warranties that speak as of
a particular date).
(b) Performance by the Company. The Company shall have
performed, satisfied and complied in all respects with all
covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Company at or
prior to the Closing.
(c) Minimum Purchase. Under the terms and conditions of
this Agreement, the Company shall make sales of the Preferred
Shares to the Purchasers resulting in gross proceeds of a minimum
of $2,000,000 to the Company.
(d) No Suspension, Etc. From the date hereof to the
Closing Date, trading in the Company's Common Stock shall not
have been suspended by the Commission or the NASDAQ (except for
any suspension of trading of limited duration agreed to between
the Company, which suspension shall be terminated prior to
Closing), and, at any time prior to the Closing, trading in
securities generally as reported by NASDAQ shall not have been
suspended or limited or minimum prices shall not have been
established on securities whose trades are reported by NASDAQ,
nor shall trading in securities on the New York Stock Exchange
have been suspended nor minimum prices established on the New
York Stock Exchange, nor shall a banking moratorium have been
declared either by the United States or New York State
authorities, nor shall there have occurred any material outbreak
or escalation of hostilities or other national or international
calamity or crisis of such magnitude in its effect on, or any
material adverse change in, any financial market which, in each
case, in the judgment of such Purchaser, makes it impracticable
or inadvisable to purchase the Shares.
(e) No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this
Agreement.
(f) No Proceedings or Litigation. No action, suit or
proceeding before any arbitrator or any governmental authority
shall have been commenced, and no investigation by any
governmental authority shall have been threatened, against the
Company or any subsidiary, or any of the officers, directors or
affiliates of the Company or any subsidiary seeking to restrain,
prevent or change the transactions contemplated by this
Agreement, or seeking damages in connection with such
transactions.
(g) Certificate of Designation of Rights and Preferences.
The Certificate of Designation for the Preferred Shares shall
have been filed with the Secretary of State of Delaware.
(h) Opinion of Counsel, Etc. At the Closing, the
Purchasers shall have received an opinion of counsel to the
Company, dated the date of Closing, in the form of Exhibit D
hereto, and such other certificates and documents as the
Purchasers or its counsel shall reasonably require incident to
the Closing.
(i) Registration Rights Agreement. At the Closing the
Company shall have executed and delivered the Registration Rights
Agreement to each Purchaser.
ARTICLE V
Registration Rights
At the Closing, the Company and Purchasers shall enter into
a Registration Rights Agreement in the form attached hereto as
Exhibit C (the "Registration Rights Agreement").
ARTICLE VI
Stock Certificate Legend
Section 6.1 Legend. Each certificate representing the
Preferred Shares, and, if appropriate, securities issued upon
conversion thereof, shall be stamped or otherwise imprinted with
a legend substantially in the following form (in addition to any
legend required by applicable state securities or "blue sky"
laws):
THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FLORIDA
GAMING CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.
The Company agrees to reissue certificates representing the
Preferred Shares without the legend set forth above if at such
time, prior to making any transfer of any Preferred Shares or
Conversion Shares, such holder thereof shall give written notice
to the Company describing the manner and terms of such transfer
and removal as the Company may reasonably request. Such proposed
transfer will not be effected until: (a) the Company has notified
such holder that either (i) in the opinion of Company counsel,
the registration of such Preferred Shares or Conversion Shares
under the Securities Act is not required in connection with such
proposed transfer; or (ii) a registration statement under the
Securities Act covering such proposed disposition has been filed
by the Company with the Commission and has become effective under
the Securities Act; and (b) the Company has notified such holder
that either: (i) in the opinion of Company counsel, the
registration or qualification under the securities or "blue sky"
laws of any state is not required in connection with such
proposed disposition, or (ii) compliance with applicable state
securities or "blue sky" laws has been effected. The Company will
use its best efforts to respond to any such notice from a holder
within ten (10) days. In the case of any proposed transfer under
this Article VI, the Company will use reasonable efforts to
comply with any such applicable state securities or "blue sky"
laws, but shall in no event be required, in connection therewith,
to qualify to do business in any state where it is not then
qualified or to take any action that would subject it to tax or
to the general service of process in any state where it is not
then subject. The restrictions on transfer contained in Article
VI shall be in addition to, and not by way of limitation of, any
other restrictions on transfer contained in any other section of
this Agreement.
ARTICLE VII
Termination
Section 7.1 Termination by Mutual Consent. This
Agreement may be terminated at any time prior to the Closing by
the mutual written consent of the Company and the Purchasers.
Section 7.2 Other Termination. This Agreement may be
terminated by the action of the Board of Directors of the Company
or by any one or more of the Purchasers at any time if the
Closing shall not have been consummated by the Closing Date, as
long as the failure to so consummate is not the fault of the
terminating party.
Section 7.3 Effect of Termination. In the event of
termination by the Company or any one or more of the Purchasers,
written notice thereof shall forthwith be given to the other
party and the transactions contemplated by this Agreement and the
Registration Rights Agreement shall be terminated without further
action by either party. If this Agreement is terminated as
provided in Sections 7.1 or 7.2 herein, this Agreement shall
become void and of no further force and effect, except for
Sections 9.1, 9.2, 9.10 and Article VIII. Nothing in this Section
7.3 shall be deemed to release the Company or any Purchaser from
any liability for any breach under this Agreement or the
Registration Rights Agreement, or to impair the rights of the
Company and the Purchasers to compel specific performance by the
other party of its obligations under this Agreement and the
Registration Rights Agreement.
ARTICLE VIII
Indemnification
Section 8.1 General Indemnity. The Company agrees to
indemnify and hold harmless the Purchasers (and their respective
directors, officers, affiliates, agents, successors and assigns)
from and against any and all losses, liabilities, deficiencies,
costs, damages and expenses (including, without limitation,
reasonable attorney's fees, charges and disbursements) incurred
by the Purchasers as a result of any inaccuracy in or breach of
the representations, warranties or covenants made by the Company
herein. Each Purchaser severally but not jointly agrees to
indemnify and hold harmless the Company and its directors,
officers, affiliates, agents, successors and assigns from and
against any and all losses, liabilities, deficiencies, costs,
damages and expenses (including, without limitation, reasonable
attorneys fees, charges and disbursements) incurred by the
Company as result of any inaccuracy in or breach of the
representations, warranties or covenants made by such Purchaser
herein.
Section 8.2 Indemnification Procedure. Any party
entitled to indemnification under this Article VIII (an
"indemnified party") will give written notice to the indemnifying
party of any matters giving rise to a claim for indemnification;
provided that the failure of any party entitled to
indemnification hereunder to give notice as provided herein shall
not relieve the indemnifying party of its obligations under this
Article VIII except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any
action, proceeding or claim is brought against an indemnified
party in respect of which indemnification is sought hereunder,
the indemnifying party shall be entitled to participate in and,
unless in the reasonable judgment of the indemnified party a
conflict of interest between it and the indemnifying party may
exist with respect of such action, proceeding or claim, to assume
the defense thereof with counsel reasonably satisfactory to the
indemnified party. In the event that the indemnifying party
advises an indemnified party that it will contest such a claim
for indemnification hereunder, or fails, within thirty (30) days
of receipt of any indemnification notice to notify, in writing,
such person of its election to defend, settle or compromise, at
its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such
defense), then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In
any event, unless and until the indemnifying party elects in
writing to assume and does so assume the defense of any such
claim, proceeding or action, the indemnified party's costs and
expenses arising out of the defense, settlement or compromise of
any such action, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate
fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the indemnified party
which relates to such action or claim. The indemnifying party
shall keep the indemnified party fully apprised at all times as
to the status of the defense or any settlement negotiations with
respect thereto. If the indemnifying party elects to defend any
such action or claim, then the indemnified party shall be
entitled to participate in such defense with counsel of its
choice at its sole cost and expense. The indemnifying party shall
not be liable for any settlement of any action, claim or
proceeding effected without its written condition of its consent.
Notwithstanding anything in this Article VIII to the contrary,
the indemnifying party shall not, without the indemnified party's
prior written consent, settle or compromise any claim or consent
to entry of any judgment in respect thereof which imposes any
future obligation on the indemnified party or which does not
include, as an unconditional term thereof, the giving by the
claimant or the plaintiff to the indemnified party of a release
from all liability in respect of such claim. The indemnification
required by this Article VIII shall be made by periodic payments
of the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage
or liability is incurred so long as the indemnified party
irrevocably agrees to refund such moneys if it is ultimately
determined by a court of competent jurisdiction that such party
was not entitled to indemnification. The indemnity agreements
contained herein shall be in addition to (a) any cause of action
or similar rights of the indemnified party against the
indemnifying party or others, and (b) any liabilities the
indemnifying party may be subject to pursuant to the law.
ARTICLE IX
Miscellaneous
Section 9.1 Fees and Expenses. Except as otherwise set
forth in this Agreement, the Registration Rights Agreement or the
Certificate of Designation each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts,
if any, and all other expense, incurred by such party incident to
the negotiation, preparation, execution, delivery and performance
of this Agreement. The Company shall pay all stamp or other
similar taxes and duties levied in connection with the issuance
of the Preferred Shares pursuant hereto.
Section 9.2 Specific Enforcement, Consent to
Jurisdiction.
(a) The Company and the Purchasers acknowledge and agree
that irreparable damage would occur in the event that any of the
provisions of this Agreement or the Registration Rights
Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement or
the Registration Rights Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in
addition to any other remedy to which any of them may be entitled
by law or equity.
(b) Each of the Company and the Purchasers (i) hereby
irrevocably submits to the jurisdiction of the United States
District Court and other courts of the United States sitting in
New York for the purposes of any suit, action or proceeding
arising out of or relating to this Agreement or the Registration
Rights Agreement and (ii) hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the
suit, action or proceeding is brought in an inconvenient forum or
that the venue of the suit, action or proceeding is improper.
Each of the Company and the Purchasers consents to process being
served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing in this Section shall affect or limit any right
to serve process in any other manner permitted by law.
Section 9.3 Entire Agreement; Amendment. This Agreement
contains the entire understanding of the parties with respect to
the matters covered hereby and, except as specifically set forth
herein or in the Registration Rights Agreement or the Certificate
of Designation neither the Company nor any of the Purchasers
makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be
waived or amended other than by a written instrument signed by
the party against whom enforcement of any such amendment or
waiver is sought.
Section 9.4 Notices. Any notice, demand, request, waiver
or other communication required or permitted to be given
hereunder shall be in writing and shall be effective (a) upon
hand delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated below
(if delivered on a business day during normal business hours
where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to
such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall
be:
If to the Company: X. Xxxxxxx Xxxxxxx, Chief Executive
Officer
Florida Gaming Corporation
0000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Telephone Number: (000) 000-0000
If to any Purchasers: At the address of such Purchaser
set forth onExhibit A to this
Agreement, with copies to
Purchaser's counsel as set forth on
Exhibit A or as specified in
writing by such Purchaser
with copies to: Xxxxx X. Xxxxx, President
Pacific Continental Securities
Corporation
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Telephone Number: (000) 000-0000
Fax: (000) 000-0000
with copies to: Xxxx X. Xxxxxxxxxx, Esq.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone Number: (000) 000-0000
Fax: (000) 000-0000
Any party hereto may from time to time change its address
for notices by giving at least ten (10) days written notice of
such changed address to the other party hereto.
Section 9.5 Waivers. No waiver by either party of any
default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in
the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party
to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.
Section 9.6 Headings. The article, section and
subsection headings in this Agreement are for convenience only
and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the
provisions hereof.
Section 9.7 Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and
their successors and assigns. The parties hereto may not amend
this Agreement or any rights or obligations hereunder without the
prior written consent of the Company and each Purchaser to be
affected by the amendment. After Closing, the assignment by a
party to this Agreement of any rights hereunder shall not affect
the obligations of such party under this Agreement.
Section 9.8 No Third Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their
respective permitted successors and assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any
other person.
Section 9.9 Governing Law. This Agreement shall be
governed by and construed in accordance with the internal laws of
the State of New York, without giving effect to the choice of
law provisions.
Section 9.10 Survival. The representations and warranties
of the Company and the Purchasers contained in Article II shall
survive the execution and delivery hereof and the Closing until
the date two years from the Closing Date, and the agreements and
covenants set forth in Articles I, III, V, VII and VIII of this
Agreement shall survive the execution and delivery hereof and the
Closing until the Purchasers in the aggregate hold less than 2%
of the total combined voting power of all voting securities then
outstanding, provided, that Sections 3.1, 3.2, 3.7, 3.8, 3.9,
3.10, 3.11 and 3.12 shall not expire until the Registration
Statement required by Section 2.2 of the Registration Rights
Agreement is no longer required to be effective under the terms
and conditions of the Registration Rights Agreement.
Section 9.11 Counterparts. This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to
the other parties hereto, it being understood that all parties
need not sign the same counterpart. In the event any signature is
delivered by facsimile transmission, the party using such means
of delivery shall cause four additional executed signature pages
to be physically delivered to the other parties within five days
of the execution and delivery hereof.
Section 9.12 Publicity. The Company agrees that it will
not disclose, and will not include in any public announcement,
the name of the Purchasers, unless and until such disclosure is
required by law or applicable regulation, and then only to the
extent of such requirement.
Section 9.13 Severability. The provisions of this
Agreement and the Registration Rights Agreement are severable
and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the
provisions contained in this Agreement or the Registration Rights
Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of
a provision of this Agreement or the Registration Rights
Agreement, and this Agreement or the Registration Rights
Agreement shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision,
had never been contained herein, so that such provisions would
be valid, legal and enforceable to the maximum extent possible.
Section 9.14 Further Assurances. From and after the date
of this Agreement, upon the request of any Purchaser or the
Company, each of the Company and the Purchasers shall execute and
deliver such instrument, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement, the
Preferred Shares, the Conversion Shares, the Certificate of
Designation, and the Registration Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officer as of the date hereof.
Florida Gaming Corporation
By:
Name: X. Xxxxxxx Xxxxxxx
Its: Chief Executive Officer
THE PURCHASERS
By:
Name:
Its:
Address:
Name and address of
Purchaser's counsel:
EXHIBIT A to the
Series G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
FOR FLORIDA GAMING CORPORATION
Name and Address Number of Preferred Dollar Amount Issuance
of Purchaser Shares Purchased of Investment Date
2,000 $2,000,000 November
__, 1997
