AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of
September, 1999, between and among GLOBAL CASINOS, INC., a Utah
corporation, (the "Company") and the undersigned SHAREHOLDERS of
the Company (collectively the "Shareholders").
W I T N E S S E T H:
WHEREAS, effective December 31, 1998, each of the undersigned
Shareholders entered into an agreement with the Company pursuant to
which each Shareholder agreed to convert an outstanding
indebtedness of the Company to such Shareholder and to accept in
lieu thereof shares of the Company's Series C Convertible Preferred
Stock (the "Series C Preferred Stock"); and
WHEREAS, the only reason that each undersigned Shareholder
agreed to convert such indebtedness into shares of Series C
Preferred Stock was to accommodate a request of the Company to do
so in order to assist the Company in its efforts to increase its
net assets and thereby avoid a possible delisting from the Nasdaq
Stock Market ("Nasdaq"); and
WHEREAS, Shareholders and the Company recognize that the
foregoing conversion will result in an impairment of the
priorities, preferences and recourses available to Shareholders
with respect to ultimately recouping or otherwise satisfying the
indebtedness; and
WHEREAS, Shareholders and the Company desire to provide for
the protection of Shareholders under the circumstances set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinbelow set forth, the parties covenant and agree as
follows:
1. It is agreed that upon the occurrence of a Triggering
Event, as defined hereinafter, each Shareholder shall have the
right and option to put for redemption by the Company and otherwise
compel the purchase and redemption by the Company of all or any
portion of the Series C Preferred Stock owned by such Shareholder
for the Redemption Price, as hereinafter defined.
2. For the purposes of this Agreement, the Redemption Price
for the shares of Series C Preferred Stock shall be the sum of (i)
the stated value of $1.20 per share plus (ii) all accrued,
cumulative and unpaid dividends payable on such shares of Series C
Preferred Stock up to the date of redemption. Upon the exercise of
any Shareholder of the put option provided for herein, the Company
shall pay to such Shareholder the Redemption Price within thirty
(30) days of the delivery of written notice to the Company by such
Shareholder of its election to exercise the put option and the
delivery of the certificate or certificates evidencing the shares
of Series C Preferred Stock so tendered for redemption.
3. For the purposes of this Agreement, a Triggering Event
shall be deemed to have occurred in the event (i) a Change in
Control of the Company occurs, as hereinafter defined, (ii) the
Company's securities are delisted from Nasdaq, from which delisting
decision all rights to appeal have either been exhausted or, based
upon the reasonable judgment of the Company, waived due to a
reasonable determination that such efforts will be unsuccessful,
(iii) the insolvency, bankruptcy, dissolution or liquidation of the
Company, or (iv) the cessation of business by the Company for at
least thirty (30) consecutive days. For the purposes of this
Agreement, a "Change of Control" shall mean a change in control of
a nature that would be required to be reported in response to Item
5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as in effect on the date of this
Agreement (the "Exchange Act") or a Change in Control that would be
required to be reported in response to Item 1 of Form 8-K under the
Exchange Act; provided, however, that without limiting the
generality of the foregoing, such Change in Control shall be deemed
to have occurred if and when (i) any "person" (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
a beneficial owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of
the Company's then outstanding securities, (ii) the consummation of
a transaction resulting in the sale of all or substantially all of
the Company's assets, or (iii) a majority of the individuals who
were members of the Board of Directors of the Company immediately
prior to an action of the shareholders of the Company involving the
election of directors or an action of the Board of Directors
without action by the Company's shareholders shall not constitute
a majority of the Board of Directors following such action.
4. The rights granted to Shareholders pursuant to the terms
of this Agreement are assignable by such Shareholders to any
assignee or successor-in-interest of the shares of Series C
Preferred Stock of the Company forming the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
COMPANY: GLOBAL CASINOS, INC.
By:/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx,President
SHAREHOLDERS: THE ROCKIES FUND, INC.
By:/s/Xxxxxxx Xxxxxxxxxxx By:/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx, President
By:/s/Xxxxxx Nact By:/s/Xxxxx Xxxxxx
Xxxxxxx Xxxxx Xxxxx Xxxxxx
WEBQUEST,INC. By:/s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
By:/s/Xxxxxxx-Xxxxxx Xxxxx
Xxxxxxx-Xxxxxx Xxxxx
