April 20, 2005 STRICTLY CONFIDENTIAL Las Vegas From Home.com Entertainment Inc. 1199 West Hastings Street, 6th Floor Vancouver, BC V6E 3T5 Attention: Mr. Bedo H. Kalpakian, Chairman Dear Sirs:Bought Deal Private Placement Agreement • June 30th, 2005 • Las Vegas From Home Com Entertainment Inc • Services-amusement & recreation services
Wellington West Capital Markets Inc. (“Wellington”) on its own behalf or on behalf of a syndicate of underwriters to be named (collectively, the “Underwriters”), hereby agrees to purchase for resale, on a “bought deal” underwritten basis, subject to reconfirmation and the rights of termination set forth herein, an aggregate of 12,308,000 subscription receipts (the “Offered Subscription Receipts”) of Las Vegas From Home.com Entertainment Inc. (the “Corporation”) at a price of $0.65 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $8,000,200. Pursuant to the terms hereof, the Underwriters will also have the option (the “Underwriters’ Option”), exercisable, in whole or in part, prior to the Closing Date (as hereinafter defined) to purchase for resale up to an additional 3,077,000 subscription receipts of the Corporation (the “Additional Subscription Receipts” and, together with the Offered Subscription Receipts, the “Subscription Receipts”) at any time prior to
