SHAREHOLDER AGREEMENTShareholder Agreement • November 13th, 2014 • Churchill Downs Inc • Services-racing, including track operation • Delaware
THIS SHAREHOLDER AGREEMENT (the “Agreement”) is made and entered into as of November 12, 2014, by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and Paul J. Thelen (the “Shareholder”).
AGREEMENT AND PLAN OF MERGER among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation; OCEAN ACQUISITION CORP., a Washington corporation; BIG FISH GAMES, INC., a Washington corporation; and PAUL J. THELEN, as the Securityholders’ Agent Dated as of...Agreement and Plan of Merger • November 13th, 2014 • Churchill Downs Inc • Services-racing, including track operation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 12, 2014, by and among: CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Parent”); OCEAN ACQUISITION CORP., a Washington corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); BIG FISH GAMES, INC., a Washington corporation (the “Company”); and PAUL J. THELEN, as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.
