EXHIBIT 10.14


 


OPTION
AGREEMENT


 


This OPTION AGREEMENT (“Agreement”) to lease
property is made this 11th day of July, 2006 (“Effective Date”) by
and between Jacobs Entertainment, Inc.,
a Delaware Corporation, hereinafter referred to as TENANT, and Nautica Phase 2 Limited Partnership., an
Ohio limited partnership, hereinafter referred to as LANDLORD.


 


WITNESSETH:


 


LANDLORD hereby grants TENANT the Option to
lease certain property in Cleveland, Ohio as follows:


 


1.                                      GRANT
OF OPTION:  For two (2) years (“Option
Period”) following the Effective Date of this Agreement, LANDLORD grants to
TENANT the option to lease (“Option”) the property outlined herein. Such Option
Period may be extended for two (2) additional years at the election
of the TENANT by notifying LANDLORD in writing of its intention to extend such
Option Period within thirty (30) days prior to the expiration of the Option
Period (“Extension Notice”).


 


2.                                      OPTION
PRICE:  TENANT shall pay to LANDLORD $50,000 in immediately available funds upon
execution of this Agreement, and on each anniversary of the Effective Date,
including after the Extension Notice , as consideration for such Option. Such
amounts shall be non-refundable.


 


3.                                      PROPERTY:  That certain property on the West Bank of the
Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the
Nautica Entertainment Complex (“Nautica”) comprised of approximately  108.247 s.f.
land and minor improvements thereon, if any, 
and which is Parcel # 003-19-002
of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property
is attached as Exhibit A.


 


4.                                      LEASE.
The lease between the parties (“Lease”) shall reflect the terms of this
Agreement and be in substantially the same form as that attached as Exhibit B.
The Lease shall be executed within five (5) days following exercise of the
Option as provided herein.


 


5.                                      DUE
DILIGENCE:  Following execution of this
Agreement, TENANT will evaluate the Property. During such evaluation, TENANT
shall conduct such tests as it deems necessary in its sole discretion,
including but not limited to environmental and geotechnical tests and
preparation of a survey and title report. LANDLORD shall cooperate with TENANT
during its evaluation, including providing access to the Property, and provide
to TENANT copies of existing reports concerning the Property. The TENANT shall
conduct its evaluation so as not to impede or otherwise effect or inconvenience
LANDLORD’S use or enjoyment of the Property or any business conducted thereon.


 


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6.                                      EXERCISE
OF THE OPTION:  If TENANT decides to
exercise the Option granted herein, TENANT will notify the LANDLORD of its
decision in writing before the end of the Option Period and the parties shall
proceed to Lease execution as provided herein. The Option may be exercised
at any time during the Option Period, as extended. If the TENANT does not
notify LANDLORD before the end of the Option Period, then this Agreement shall
expire and neither party shall have any further liability hereunder.


 


7.                                      TENANT
IMPROVEMENTS:  TENANT may, at TENANT’S
expense, construct one or more buildings and/or parking structures and other
improvements on the Property, as it deems desirable, subject to applicable
building codes. LANDLORD agrees to cooperate with TENANT in obtaining necessary
governmental approvals for the construction and operation of such improvements
and to execute such applications, consents, and estoppel certificates as may be
required by governmental authorities or TENANT’S lenders.


 


8.                                      NOTICES:  Any notice, request or demand required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed sufficiently given if, delivered by hand by messenger at the address
of the intended recipient, sent prepaid by Federal Express (or a comparable
guaranteed overnight delivery service), or deposited in the United States first
class mail (registered or certified, postage prepaid, with return receipt
requested), addressed to the intended recipient, at the intended recipient’s
address set forth below, or at such other address as the intended recipient may have
specified by written notice to the sender given in accordance with the
requirements of this Paragraph. Any such notice, request or demand so given
shall be deemed given on the day it is delivered by messenger at the specified
address, or on the day of deposit in the United States Mail, as the case may be.


 


	
   

  	
  For the LANDLORD:

  	
   

  	
  Nautica Phase 2 Limited Partnership

  
	
   

  	
   

  	
   

  	
  c/o Jacobs Investments Management Co., Inc.

  
	
   

  	
   

  	
   

  	
  1231 Main Avenue

  
	
   

  	
   

  	
   

  	
  Cleveland, Ohio

  
	
   

  	
   

  	
   

  	
  Attention: David C. Grunenwald,

  
	
   

  	
   

  	
   

  	
  Vice-President
  of Development/Leasing

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a Copy to:

  	
   

  	
  Stephen P. Owendoff, Esq.

  
	
   

  	
   

  	
   

  	
  Hahn Loeser & Parks LLP

  
	
   

  	
   

  	
   

  	
  200 Public Square

  
	
   

  	
   

  	
   

  	
  3300 BP Tower

  
	
   

  	
   

  	
   

  	
  Cleveland, Ohio 44114

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  For the TENANT:

  	
   

  	
  Stephen A. Roark, CFO

  
	
   

  	
   

  	
   

  	
  Jacobs Entertainment, Inc.

  
	
   

  	
   

  	
   

  	
  17301 West Colfax

  
	
   

  	
   

  	
   

  	
  Golden, Colorado 80401

  



 


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  With a Copy to:

  	
   

  	
  Samuel E. Wing, Esq.

  
	
   

  	
   

  	
   

  	
  Jones & Keller

  
	
   

  	
   

  	
   

  	
  1625 Broadway, Suite 1600

  
	
   

  	
   

  	
   

  	
  Denver, Colorado 80202

  



 


9.                                      CHOICE
OF LAWS:  This Agreement shall be
governed by and construed under the laws of the State of Ohio without regard to
conflict of laws provisions. 


 


10.                               AUTHORITY:  Each party signing below warrants and
represents that he or it has the
authority to execute this Agreement. This Agreement shall be binding on and
inure to the benefit of each party’s successors and assigns.


 


11.                               LEASING
COMMISSION:  The parties acknowledge that
neither has been represented by a real estate broker or other agent in this
transaction and each party agrees to defend and indemnify the other from and
against any and all claims of a third-party real estate broker or agent for
commissions being made though such party.


 


12.                               ASSIGNMENT.
This Agreement may be assigned by the PURCHASER to an entity in which it
owns a controlling interest or to an entity acquiring all or substantially all
of the assets of the PURCHASER.


 


13.                               COUNTERPARTS.
This Agreement may be executed in one or more counterparts, together which
constitute the Agreement.


 


14.                               ENTIRE
AGREEMENT: This Agreement together with the Purchase Agreement, contain the
entire agreement between the parties hereto relating to the Property and shall
not be amended or modified unless set forth in writing between the parties. 


 


Agreed and Accepted as of the Effective Date.


 


	
  TENANT:

  	
   

  
	
   

  	
   

  
	
   

  	
  Jacobs Entertainment, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President/Chief Financial Officer

  
						



 


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  LANDLORD:

  	
  Nautica Phase 2 Limited Partnership

  
	
   

  	
  By: Nautica Phase 2 LLC, General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David C. Grunenwald

  
	
   

  	
   

  	
  David C. Grunenwald, Vice-President of

  
	
   

  	
   

  	
  Development/Leasing

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. McKinley

  
	
   

  	
   

  	
  Patrick J. McKinley, Executive

  
	
   

  	
   

  	
  Vice-President

  	
   

  
						



 


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