EXECUTION COPY
OPTION AGREEMENT and IRREVOCABLE PROXY
THIS OPTION AND IRREVOCABLE PROXY (this "Agreement") is made and entered
into as of December 8, 2004, by and among Cantor G & W (Nevada), L.P., a Nevada
limited partnership, or its assignee or designee ("Cantor"), and the Beneficial
Owners (as defined herein) of Company Shares (as defined below) of Gaming &
Entertainment Group, Inc., a Utah corporation ("Company") listed in Schedule A
hereto who shall have executed and delivered this Agreement (individually, a
"Stockholder" and collectively, the "Stockholders"). Company Shares shall mean
common stock, par value $.01 per share, of the Company.
WHEREAS, Cantor and the Company concurrently herewith are entering into a
Loan Facility and Investment Agreement (the "Investment Agreement") providing
for, among other things, the extension of a loan facility (the "Permanent
Facility");
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein and in the Investment
Agreement, and for other good and valuable consideration, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Grant and Exercise of Option.
(a) The Stockholders jointly and severally grant to Cantor an
irrevocable option to purchase (the "Option"), from time to time, up to
7,500,000 Company Shares that are owned of record by the Stockholders (as herein
provided and as identified at Schedule A in the column "Option Shares") and are
or shall be fully paid, issued and outstanding (such shares, the "Option
Shares") as follows:
(1) until December 31, 2005, up to 7,500,000 Option Shares, at an
exercise price of $0.60 per share;
(2) beginning January 1, 2006 until December 31, 2006, the balance
of the 7,500,000 Option Shares not purchased prior to this
period, not to exceed 5,000,000 Option Shares, at an exercise
price of $0.80 per share; and
(3) beginning January 1, 2007 until December 31, 2007, the balance
of the 7,500,000 Option Shares not purchased prior to this
period, not to exceed 2,500,000 Option Shares, at an exercise
price of $1.00 per share
; provided that, at any time, Cantor shall be permitted to exercise the Option
in respect of a number of whole Company Shares rounded up (if less than the
number of Option Shares at (1)-(3) above) that is obtained by the formula
[0.54(A+B+C)] - D where
A = the number of outstanding Company Shares issued and outstanding immediately
prior to an exercise of the Option Shares.
B = the number of options outstanding under the Company's 2004 Stock Option and
Incentive Plan, and all other Company plans, immediately prior to an exercise of
the Option Shares.
C = the sum of the outstanding warrants to purchase shares of stock of the
Company immediately prior to an exercise of the Option Shares, inclusive of all
outstanding warrants held by Cantor (i.e., equity, debt and interest).
D = the sum of (i) the number of shares of common stock held by Cantor
immediately prior to the exercise of the Option Shares, and (ii) the number of
shares of common stock issuable to Cantor upon the exercise of the equity, debt
and interest warrants, if outstanding, which shall be calculated immediately
prior to an exercise of Option Shares.
In the event that the Stockholders in any way breach or violate the provisions
of this Agreement at any time, then Cantor shall have the irrevocable option to
purchase 7,500,000 Option Shares, at an exercise price of $0.60 per share. The
exercise price in effect at any time shall be referred to herein as the
"Exercise Price." As used herein "Stockholder Shares" shall mean the Company
Shares (including, without limitation, the Option Shares) owned of record by
such Stockholder now and at any time hereafter (including, without limitation,
Company Shares acquired pursuant to the exercise of options or by way of
dividend, distribution, exchange, merger, consolidation, recapitalization,
reorganization, stock split, grant of proxy or otherwise), as adjusted as set
forth herein. Each Stockholder hereby appoints Xxxxx X. Xxxxxx as its
attorney-in-fact and representative ("Stockholder Representative") to take any
and all action for and on behalf of the Stockholder hereunder in relation to
this Agreement and any action taken by the Stockholder Representative on behalf
of the Stockholder shall be binding upon the Stockholder. Any action required
herein to be taken by Stockholder may be taken by the Stockholder
Representative. Each Stockholder shall cause Cantor to be promptly notified of
the number of any new Stockholder Shares acquired by said Stockholder, if any,
after the date hereof, whether through the exercise of warrants or options now
or hereinafter issued.
(b) The Option may be exercised, in whole or in part, at any time or
times by Cantor by written notice given to the Stockholder Representative before
the Termination Date (as defined in Section 3(a)). In the event that Cantor
wishes to exercise the Option, Cantor will send a written notice to Stockholder
Representative (the "Option Exercise Notice") specifying the manner in which
Cantor will pay for the Option Shares, identifying the total number of Option
Shares which it intends to purchase and specifying a date (not later than
fifteen (15) business days and not earlier than the next business day following
the date such notice is given) for each Closing (as defined in Section 1(c)
hereof). Any exercise of the Option shall be applied in accordance with the
procedure described at Schedule B; provided that at all times the Investor shall
deal only with the Stockholder Representative.
(c) (i) Each closing of the purchase and sale of the applicable
Option Shares (a "Closing") shall take place on the date (a "Closing Date")
specified by Cantor in the Option Exercise Notice at 10:00 a.m., local time, at
the offices of Cantor, or such other place as the parties thereto may mutually
agree.
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(ii) At each Closing, each Stockholder shall, at its expense,
provide such supporting documents, assignments, affidavits and other good and
sufficient instruments of sale and transfer, in form and substance satisfactory
to Cantor and its counsel, as are necessary to permit Cantor to acquire the
Option Shares free of all adverse claims, liens, pledges, charges, encumbrances,
security interests, options, trusts, commitments or voting or other restrictions
of any kind whatsoever.
(iii) At each Closing, Cantor will purchase the Option Shares
subject thereto from Stockholder at the applicable Exercise Price, as may be
adjusted pursuant to Section 1(d) hereof, which shall be payable in cash to a
single bank account established solely for the purpose of this Agreement for the
benefit of the Stockholders, as identified by the Stockholder Representative,
who shall then promptly disburse the proceeds to each applicable Stockholder.
(d) In the event of any change in the Company Shares by reason of a
stock dividend, stock split, split-up, recapitalization, combination, exchange
of shares or similar transaction, the type and number of shares or securities
that constitute Option Shares hereunder, and the Exercise Price therefor, shall
be adjusted appropriately.
2. Stockholder Shares.
(a) Delivery of Stock Certificates Representing the Option Shares.
On the date hereof each Stockholder shall have delivered to Cantor, stock
certificates representing the number of Stockholder Shares identified at
Schedule A as "Option Shares" issued and outstanding and so held of record, duly
endorsed (or accompanied by appropriate stock powers duly endorsed) in blank for
transfer by such Stockholder as the record holder thereof, with signatures
guaranteed by a commercial bank. Cantor shall hold such stock certificates in
escrow pending any exercise of the Option upon which Cantor is hereby
authorized, without any further action on the part of the Stockholder, to
release such documentation from escrow in connection with any Closing.
(b) Grant of Proxy. Each Stockholder hereby irrevocably appoints
Cantor, with full power of substitution (Cantor and its substitutes being
referred to herein as the "Proxy"), as attorney-in-fact, agent and proxies to
vote all Stockholder Shares on all matters as to which Stockholder Shares are
entitled to a vote at a meeting of the stockholders of the Company or to which
they are entitled to express consent or dissent to corporate action in writing
without a meeting in the Proxy's absolute, sole and binding discretion; provided
that the Proxy shall not be entitled to vote or consent in any matter, unless
and until Cantor shall have acquired Beneficial Ownership of at least 11,700,000
Company Shares. Subject to the above, each Stockholder agrees that the Proxy
may, in such Stockholder's name and stead, (i) attend any annual or special
meeting of the Stockholders of the Company and vote all Stockholder Shares at
any such annual or special meeting, and (ii) execute with respect to all
Stockholder Shares any written consent to, or dissent from, corporate action
respecting any matter to which the stockholders of the Company are entitled to
express such consent or dissent without a meeting. Each Stockholder agrees to
refrain from (A) voting at any annual or special meeting of the stockholders of
the Company, (B) executing any written consent in lieu of a meeting of the
stockholders of the Company, (C) exercising any rights of dissent with respect
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to the Stockholder Shares, or (D) granting any proxy or authorization to any
person with respect to the voting of the Stockholder Shares, except pursuant to
this Agreement, or taking any action contrary to or in any manner inconsistent
with the terms of this Agreement. Each Stockholder agrees that this grant of
proxy is irrevocable and coupled with an interest and agrees that the persons
designated as Proxy pursuant hereto may at any time name any other person as
their substituted Proxy to act pursuant hereto, either as to a specific matter
or as to all matters. The grant of proxy shall be valid from the date hereof
until the Termination Date. Each Stockholder hereby revokes any proxy previously
granted by it with respect to its Stockholder Shares. In discharging its powers
under this Agreement, the Proxy may rely upon advice of counsel to Cantor, and
any vote made or action taken by the Proxy in reliance upon such advice of
counsel shall be deemed to have been made in good faith by the Proxy.
(c) Each Stockholder hereby agrees to vote all of its Stockholder
Shares entitled to vote in favor of the election to the Company board of
directors of any nominee selected by Cantor pursuant to the Investment
Agreement.
3. Termination.
(a) This agreement shall terminate (the "Termination Date") upon the
close of business on the tenth anniversary of the date of this Agreement or by
mutual agreement between Cantor and Stockholders.
(b) Upon termination, this Agreement shall have no further force or
effect, except for Section 8 which shall continue to apply to any case, action
or proceeding relating to the enforcement of this Agreement.
4. Representations and Warranties of Each Stockholder. Each Stockholder
hereby represents and warrants jointly and severally to Cantor as follows:
(a) Due Authorization. Each Stockholder has the legal capacity and
all necessary power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The Stockholder Beneficially
Owns all of the Stockholder Shares as listed on Schedule A hereto and specified
as owned with no restrictions on the voting rights or rights of disposition
pertaining thereto including any pledge, lien or other encumbrance thereon
(except as specified in such Schedule A), which constitute all Company Shares
and Company Shares subject to options or warrants or otherwise Beneficially
Owned by him. This Agreement constitutes a valid and binding agreement of the
Stockholder, enforceable in accordance with its terms.
(b) No Conflicts. Neither the execution and delivery of this
Agreement, the performance of this Agreement including the grant of the proxy,
nor the consummation by the Stockholder of the transactions contemplated hereby
will conflict with or constitute a violation of or default under any contract,
commitment, agreement, arrangement or restriction of any kind to which the
Stockholder is party or by which the Stockholder is bound.
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5. Rights of First Refusal.
(a) If at any time a Stockholder desires to sell all or any part of
its Company Shares Beneficially Owned at any such time (but in all cases
exclusive of the Option Shares) pursuant to a bona fide offer from a
unaffiliated third party or in an open market transaction undertaken pursuant to
an exemption from the registration requirements of the Securities Act of 1933,
as amended(the "Proposed Transferee"), the Stockholder shall submit a written
offer (the "Third Party Offer") to sell such shares (the "Offered Securities")
to Cantor on terms and conditions, including price (i.e., in the case of a
proposed open market transaction, the purchase price will be calculated as the
lesser of (i) the trailing 10-day closing bid price immediately prior to the
date of receipt by Cantor of the Third Party Offer or (ii) the closing bid price
on the date immediately prior to the date of receipt by Cantor of a Third Party
Offer., not less favorable to Cantor than those on which the Stockholder
proposes to sell such Offered Securities to the Proposed Transferee. The Third
Party Offer shall disclose the identity of the Proposed Transferee, the number
of Offered Securities proposed to be sold, the terms and conditions (including
price) of the proposed sale, and any other material facts relating to the
proposed sale. The Third Party Offer shall further state that Cantor may
acquire, in accordance with the provisions of this Agreement, all or any portion
of the Offered Securities for the price and upon the other terms and conditions
set forth therein.
(b) If Cantor desires to purchase all or any part of the Offered
Securities, it shall deliver a written notice thereof to the Stockholder, which
notice shall state the number of Offered Securities Cantor desires to purchase
and shall be delivered to the Stockholder within five (5) business days of its
receipt of the Third Party Offer. Such notice shall, when taken in conjunction
with the Third Party Offer, be deemed to constitute a valid, binding and
enforceable agreement for the sale and purchase of the Offered Securities. The
closing of the sale of the Offered Securities to be sold to Cantor pursuant
hereto shall take place at the offices of Cantor on the date selected by Cantor
which shall not be more than fifteen (15) days after the date the Third Party
Offer is received by Cantor (or if such day is not a business day, then on the
next succeeding business day). Such sale shall be effected by the Stockholder's
delivery to Cantor of a certificate or certificates evidencing the Offered
Securities (or any portion thereof) to be purchased by it, duly endorsed,
against payment to the Stockholder of the purchase price therefor.
(c) If Cantor does not purchase all of the Offered Securities, the
Offered Securities not so purchased may be sold by the Stockholder at any time
within six (6) months after the date the Third Party Offer was received by
Cantor. The stop-transfer notice in respect of such shares shall be revoked and
the legend defined at Section 9 shall be removed. Any such sale to the Proposed
Transferee shall be at a purchase price and upon other terms and conditions not
more favorable to the Proposed Transferee than those specified in the Third
Party Offer.
6. No Transfer; No Solicitation. (a) Each Stockholder hereby agrees,
without the prior written consent of Cantor, except pursuant to the terms
hereof, not to (i) sell, transfer or assign, or otherwise dispose of any of its
Stockholder Shares; (ii) grant any proxies, deposit any Stockholder Shares into
a voting trust or enter into a voting agreement with respect to any Stockholder
Shares; or (iii) take any action that would make any representation or warranty
of the Stockholder contained herein untrue or incorrect or have the effect or
preventing or disabling the Stockholder from performing his obligations under
this Agreement. In furtherance of this Agreement, concurrently herewith the
Stockholder shall and hereby does authorize the Company's counsel to notify the
Company's transfer agent that there is a stop transfer order with respect to all
of the Stockholder Shares.
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(b) Each Stockholder shall not pledge, encumber, lien or hypothecate
any or all of its Stockholder Shares in any respect whatsoever.
7. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) (a) constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereto; (b) shall
not be assigned by operation of law of otherwise without the prior written
consent of the other parties thereto, except that Cantor may assign, in its sole
discretion, all or any of its rights, interests and obligations hereunder to any
affiliate; and (c) shall not be amended, waived, altered or modified in any
manner whatsoever, except by a written instrument executed by the parties
hereto.
8. Remedies. The parties acknowledge that it would be impossible to fix
money damages for violations of this Agreement and that such violations will
cause irreparable injury for which adequate remedy at law is not available; and
therefore this Agreement must be enforced by specific performance or injunctive
relief. The parties hereto agree that any party may, in its sole discretion,
apply to any court of competent jurisdiction for specific performance or
injunctive or such other relief as such court may deem just and proper in order
to enforce this Agreement or prevent any violation hereof and, to the extent
permitted by applicable law, each party waives any objection or defense to the
imposition of such relief. Nothing herein shall be construed to prohibit any
party from bringing any action for damages in addition to an action for specific
performance or an injunction for a breach of this Agreement.
9. Legends on Certificates. Until the Termination Date, the
Stockholders shall ensure that all certificates representing Stockholder Shares
shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
OF AN OPTION AGREEMENT AND IRREVOCABLE PROXY, DATED AS OF DECEMBER ___, 2004, BY
AND AMONG GEG HOLDINGS, LLC AND THE STOCKHOLDERS (AS THEREIN DEFINED). ANY
TRANSFEREE OF THESE SHARES TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENT, COPIES
OF WHICH ARE ON FILE AT THE OFFICES OF THE COMPANY.
provided, however, the foregoing legend shall be removed following a sale of
Company Shares by a Stockholder to a third party, as permitted by Section 5
hereinabove.
10. Parties in Interest. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by, the parties hereto and their respective
successors, permitted assigns, heirs, executors, administrators and other legal
representatives, and nothing in this Agreement, express or implied, is intended
to confer upon any other person any rights or remedies of any nature whatsoever
under or by reason of this Agreement.
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11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be deemed an original, but all of which shall constitute one and the same
agreement.
12. Definitions. Unless the context otherwise requires, the following
terms shall have the following respective meanings:
(a) "Beneficial Owner" has the meaning set forth in Rule 13d-3 of
the Rules and Regulations to the Exchange Act and for avoidance of doubt shall
mean, without duplication, any shares of Company securities held of record by a
Person, and "Beneficially Owned" shall have a correlative meaning; provided,
however, that for purposes of this Agreement a person shall be deemed to be the
Beneficial Owner of Company Shares that may be acquired pursuant to the exercise
of an option, warrant or other right regardless of when such option is
exercisable.
(b) "Person" means a corporation, association, partnership venture,
organization, business, individual, trust, estate or any other entity or group
(within the meaning of Section 13(d)(3) of the Exchange Act.
13. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice);
(a) If to Cantor to:
Cantor G & W (Nevada), L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
General Counsel
with a copy to:
Xxxxxxxx Xxxx & Brandeis, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxx
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(b) If to any Stockholder, to the Stockholder Representative as
follows:
Xxxxx X. Xxxxxx
Xxxxx 0, 00 Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx, XXX 0000, Xxxxxxxxx
Facsimile No.: x00 (0) 0000 0000
Email: xxxxx@xxxxxx-xxxxx.xxx
Attention: Xxxxx Xxxxxx
with the Stockholder Representative sending a copy to:
--------------------------------------------------------------------------
Name Email Fax
--------------------------------------------------------------------------
Xxxxxxx X Xxxxxx xxxxxxx@xxxxxx-xxxxx.xxx x0 000 000 0000
--------------------------------------------------------------------------
Xxxxx X Xxxxxx xxxxx@xxxxxx-xxxxx.xxx x00 0 0000 0000
--------------------------------------------------------------------------
Sheldon Harkness xxxxxxx@xxxxxx-xxxxx.xxx x00 0 0000 0000
c/o Zen Investments
--------------------------------------------------------------------------
Xxxxxx Xxxxxxxx xxxxxx@xxxxxx-xxxxx.xxx x00 0 0000 0000
--------------------------------------------------------------------------
Xxxxx Xxxxx xxxxxxxxxx@xxx.xxx x00 0 0000 0000
c/o Gaming & Entertainment Ltd
--------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx xxxxxxx@xxxxxx.xxx.xx x00 0 0000 0000
c/o Gaming & Entertainment Ltd
--------------------------------------------------------------------------
14. Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
15. Severability. Any term or provision of this Agreement which is held
invalid or unenforceable in any jurisdiction shall, as to that 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, the provision shall be interpreted
to be only so broad as is enforceable.
16. Further Assurances. The Stockholder further agrees to execute all
additional writings, consents and authorizations as may be reasonably requested
by Cantor to evidence the agreements herein or the powers granted to the Proxy
hereby or to enable the Proxy to exercise those powers.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of laws thereof.
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18. Venue.
Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any New
York State court or Federal court of the United States of America sitting in New
York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the fullest extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably
agrees to service of process by mail at the address first set forth above. Each
of the parties hereto irrevocably and unconditionally waives any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement to which it is a party
in any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court. Company irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
on contract, tort or otherwise) arising out of or relating to this Agreement, or
the negotiation, administration, performance or enforcement thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CANTOR G & W (NEVADA), L.P.,
By: /s/ Xxx X. Xxxxxxx
---------------------------------
Name: Xxx X. Xxxxxxx
Title: President
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
I, Xxxxx Xxxxxx, am the spouse of Xxxxx X. Xxxxxx and hereby agree and
acknowledge that I will be bound by the terms, provisions, representations and
warranties of this Agreement as a Stockholder with respect to any Stockholder
Shares Beneficially Owned by me.
/s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
The undersigned as the sole trustee of the Vertes Family Trust (the
"Trust"), holders of 6,658,183 shares on the date hereof, to be bound by the
terms, provisions, representations and warranties of this Agreement as a
Stockholder with respect to any Stockholder Shares Beneficially Owned by the
Trust.
VERTES FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director, Robit Nominees
Pty Ltd., Trustee for
Vertes Family Trust
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
I, Xxxxxx X. Xxxxxx, am the spouse of Xxxxxxx X. Xxxxxx and hereby agree
and acknowledge that I will be bound by the terms, provisions, representations
and warranties of this Agreement as a Stockholder with respect to any
Stockholder Shares Beneficially Owned by me.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
The undersigned as the sole trustee of the Xxxxxx Family Trust (the
"Trust"), holders of 1,588,567 shares on the date hereof, to be bound by the
terms, provisions, representations and warranties of this Agreement as a
Stockholder with respect to any Stockholder Shares Beneficially Owned by the
Trust.
XXXXXX FAMILY TRUST
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee of the Xxxxxx
Family Trust
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
I, Xxxxxxx Xxxxxx, am the spouse of Xxxxx X. Xxxxxx and hereby agree and
acknowledge that I will be bound by the terms, provisions, representations and
warranties of this Agreement as a Stockholder with respect to any Stockholder
Shares Beneficially Owned by me.
/s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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Zen Investments Pty Ltd.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
/s/ Xxxxxxx Xxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxx
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
15
Gaming & Entertainment Group, Ltd.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
[GAMING & ENTERTAINMENT GROUP
OPTION AGREEMENT and IRREVOCABLE PROXY]
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SCHEDULE A
Company Shares held
of Record Warrants/Options held as of the date of this Agreement
Excluding Options Option Shares (for information only)
------------------- --------------- ------------------------------------------------------
Xxxxx X. Xxxxxx -- -- 477,707 Warrants to Purchase Common Shares @ 1.50 per
share
Vertes Family Trust 6,658,183 4,264,494 --
Xxxxxxx X. Xxxxxx -- -- 800,000 options to purchase @ 0.75 per share
Xxxxxx Family Trust 1,588,567 1,017,460 --
Xxxxx X. Xxxxxx 523,005 334,979 200,000 options to purchase @ 0.70 per share
Zen Investments
Pty Ltd
943,873 943,873 --
Xxxxxx Xxxxxxxx 244,395 156,532 263,811 options to purchase @ 0.75 per share
Gaming & Entertainment
Group, Ltd.
1,221,975 782,662
------------------- --------------- ------------------------------------------------------
11,179,998 7,500,000
=================== ===============
SCHEDULE B
1. Cantor shall notify Stockholder Representative of the number of
Option Shares it wishes to purchase ("Total Exercised") with a copy
to each Stockholder by fax and email.
2. Stockholder Representative shall calculate pro-rata allocations of
Total Exercised according to number of Option Shares currently held
by each Stockholder and shall confirm to each Stockholder their
"Pro-Rata Exercise" by email.
3. The allocation of the Total Exercised shall be pro rata among the
Stockholders.
