FLORIDA GAMING CORPORATION


 


Non-Plan Stock Option Agreement


 


This is an amendment
and restatement of the Non-Plan Stock Option Agreement ("Agreement") entered into, by and between Florida Gaming Corporation,
a Delaware corporation (the "Company"), and Sheila Mitchell, an individual (the "Optionee").


 


Recitals


 


WHEREAS, the Company
granted Freedom Financial Corporation the Option to purchase up to 325,000 of the Company's $.20 par value common stock on July
10, 2006.


 


WHEREAS, the Board
of Directors of the Company (the "Board") held a special meeting of the Board on October 9, 2007, during which it amended
this Non-Plan Stock Option Agreement to allow cashless exercise and to make the Option transferable;


 


WHEREAS, Freedom Financial
Corporation transferred the Option to purchase 10,000 of the Company's $.20 par value common stock to Sheila Mitchell in January
2008.


 


WHEREAS, by adoption
of a resolution on July 3, 2008, the Board of Directors amended this Non-Plan Stock Option Agreement
to permit the Option to be re-priced;


 


WHEREAS, the Company
now wishes to restate this Non-Plan Stock Option Agreement, such that this Agreement will incorporate
all of the aforementioned amendments and to allow the exercise period of the Option to be extended;


 


NOW, THEREFORE, the
Company and the Optionee agree as follows:


 


Agreement


 


The Company hereby
grants Optionee an option (the "Option") to purchase up to 10,000 shares of the Company's $.20 par value common stock
(the "Shares").


 


The Option is transferable
to a Permitted Transferee. Any attempted sale, transfer, pledge, exchange, hypothecation or other disposition of an Award not specifically
permitted by the Plan or the Award Agreement shall be null and void and without effect. For purposes of the Plan, "Permitted
Transferee" means (i) a member of a Participant's immediate family, (ii) any person sharing the Participant's household (other
than a tenant or employee of the Participant), (iii) trusts in which a person listed in (i) or (ii) above has more than 50% of
the beneficial interest, (iv) a foundation in which the Participant or a person listed in (i) or (ii) above controls the management
of assets, (v) any other entity in which the Participant or a person listed in (i) or (ii) above owns more than 50% of the voting
interests, provided that in the case of the preceding clauses (i) through (v), no consideration is provided for the transfer, and
(vi) any transferee permitted under applicable securities and tax laws as determined by counsel to the Company. In determining
whether a person is a "Permitted Transferee," immediate family members shall include a Participant's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.


 



    	 



    	 



    

 


The Option shall terminate
on March 31, 2017.


 


The purchase price
for each Share subject to the Option is $8.25 (the "Purchase Price"). The Option may be exercised by the Optionee tendering
to the Company the aggregate Purchase Price of the Shares to be purchased or an election to use cashless exercise and have the
Company retain Shares with a fair market value equal to the exercise price on the date of exercise plus, if required by the Company,
an amount of monies sufficient to pay all applicable federal, state and local withholding taxes on the difference between the Purchase
Price and the market value of the Shares on the date of exercise. In no event shall any amendment to this Agreement decrease the
exercise price of the Option or extend the period for exercise of the Option, unless the Purchase Price is equal to or greater
than the fair market value of the stock on the date that the Option is re-priced or the period for exercise of the Option is extended.


 


The Optionee acknowledges
and agrees that the obligation of the Company to sell any Shares to the Optionee pursuant to this Agreement is subject to the terms
and conditions of this Agreement, and all applicable laws, rules and regulations, including, without limitation, all applicable
federal and state securities laws.


 


The Optionee acknowledges
that (i) neither the Option nor the Shares have been registered under the Securities Act of 1933 (the "Act") or the Securities
Law of any state, (ii) the Optionee is acquiring the Option and the Shares for its own account for investment and not with a view
to distribution or resale, (iii) the Optionee may be deemed to be an affiliate of the Company within the meaning of Rule 144 under
the Act, (iv) the Option is non-transferable except as provided above, (v) the shares can only be resold by the Optionee if the
Shares are registered for resale under the Act and any applicable state Security Law, or if an exemption from registration is available,
and (vi) the stock certificate(s) representing the Shares will bear an appropriate legend describing the restrictions on resale.1


 





 








1 The following legend will
be placed on all stock certificates representing Shares issued upon exercise of the Option:


 


“THE SHARES REPRESENTED BY THIS STOCK
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR ANY STATE SECURITIES
LAW. SUCH SHARES WERE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION AND MAY NOT BE SOLD OR TRANSFERRED
UNLESS FIRST REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS, IN THE OPINION OF COUNSEL ACCEPTABLE
TO THE ISSUER, AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”


 



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EXECUTED as of the 9th day of July, 2012.


 


	 	Florida Gaming Corporation
	 	 
	 	By:	/s/ W. Bennett Collett, Jr.
	 	 	W. Bennett Collett, Jr.
	 	 	President and
	 	 	Chief Executive Officer
	 	 
	 	 
	 	Sheila Mitchell


 






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