Unassociated Document


    


    
      	 	
              PROMISSORY
                NOTE

            	
              Exhibit
                10.13

            


    

    


    
      	
              U.S.
                $1,322,573.73

            	
              November
                1, 2008

            
	 	
              New
                Albany, Indiana

            


    

    


    F0R
      VALUE
      RECEIVED, FLORIDA GAMING CENTERS, INC., a Florida Corporation (“FGCI”), promise
      to pay to the order of FREEDOM HOLDING, INC. a Delaware corporation, (“Lender”),
      at its place of business in New Albany, Indiana or such other place as Lender
      may designate from time to time hereafter, the principal amount of One Million
      Three Hundred Twenty Two Thousand Five Hundred Seventy Three Dollars and 73/100
      ($1,322,573.73) or such lesser principal amount as may be owed by Borrower
      to
      Lender hereunder, together with interest on the unpaid balance until paid,
      at
      the rate of ten percent (10%) per annum(the “Stated Rate”). Interest shall be
      computed on the basis of a 360 day year and charged for the actual number of
      days elapsed. The final payment of all then outstanding principal and interest
      shall be due on May 1, 2009 (the “Maturity Date”). Borrower’s obligations under
      this Note shall be defined and referred to herein as “Borrower’s
      Liabilities”.

    


    All
      payments received hereunder shall be first applied to interest due and the
      balance, if any,  to principal. Principal and interest shall be payable as
      follows:

    


    Borrower
      may repay all or any portion of this Note, at any time and from time to time,
      subject to the following terms:

     

    
      	 	
              (a)

            	
              Each
                partial prepayment shall be in a minimum principal amount of $100,000
                and
                in integral multiples of $50,000;

            
	 	 	 
	 	
              (b)

            	
              Borrower
                shall provide Lender with at least fifteen (15) days prior written
                notice
                of any prepayment; 

            
	 	 	 
	 	
              (c)

            	
              Borrower
                shall pay to Lender all accrued and unpaid interest through the date
                of
                such prepayment on the principal balance being prepaid;
                and

            
	 	 	 
	 	
              (d)

            	
              Borrower
                shall pay to Lender any other obligations of the Borrower to the
                Lender
                then due which remain unpaid.

            


    

     

    All
      principal payments hereunder shall be accompanied by accrued interest on the
      principal amount being repaid to the date of payment. All payments hereunder,
      whether in respect of principal, interest, or otherwise, shall be made without
      setoff, counterclaim or deduction in same day funds no later than 2:00 p.m.,
      Indiana time, on the date due by wire transfer (or by advice of transfer from
      or
      between accounts of Borrower and Lender) to such account as Lender shall specify
      from time to time by notice to Borrower. Funds received after that time shall
      be
      deemed to have been received by Lender on the next following  Business Day.
      All payments shall be made in immediately available U.S. Dollars. Whenever
      any
      payment to be made shall otherwise be due on a day which is not a Business
      Day,
      such payment shall be made on the next succeeding Business Day and such
      extension of time shall be included in computing interest, if any, in connection
      with such payment.

    


    Borrower
      warrants and represents to Lender that Borrower shall use the proceeds
      represented by this Note solely for proper business
      purposes.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    All
      of
      Lender’s rights and remedies under this Note are cumulative and non- exclusive.
      The acceptance by Lender of any partial payment made hereunder after the time
      when any of Borrower’s Liabilities become due and payable will not establish a
      custom, or waive any rights of Lender to  enforce prompt payment hereof.
      Lender’s failure to require strict performance by Borrower of any provision of
      this Note shall not waive, affect, or diminish any right of Lender thereafter
      to
      demand strict compliance and performance therewith. Any waiver of an Event
      of
      Default hereunder shall not suspend, waive or affect any other Event of Default
      hereunder. Borrower and every endorser waive presentment demand and protest
      and
      notice of presentment, protest, default, non-payment, maturity, release,
      compromise, settlement, extension or renewal of this Note, and hereby ratify
      and
      confirm whatever Lender may do in this regard. Borrower further waives any
      and
      all notice or demand to which Borrower might be entitled with respect to this
      Note by virtue of any statute or law (to the extent permitted by
      law).

    


    Borrower
      agrees to pay, upon Lender’s demand therefore, any and all costs, fees and
      expenses (including reasonable attorneys’ fees, costs and expenses) incurred in
      enforcing any of Lender’s rights hereunder, and to the extent not paid shall
      become part of Borrower’s Liabilities hereunder.

    


    If
      any
      provision of this Note or the application thereof to any party or circumstance
      is held invalid or unenforceable, the remainder of this Note and the application
      thereof to other parties or circumstances will not be affected thereby, the
      provisions of this Note being severable in any such instance.

    


    If
      this
      Note is signed by more than one party, the liability of each such party shall
      be
      joint and several, and each reference herein to Borrower shall be deemed to
      refer to each such party.

    


    This
      Note
      is submitted by Borrower to Lender at Lender’s principal place of business and
      shall be deemed to have been made thereat. This Note shall be governed and
      controlled by the laws of the State of Indiana as to interpretation,
      enforcement, validity, construction, and effect, but without reference to its
      choice of law provisions. Any notice required hereunder shall be served
      consistent with the terms and provisions of the Loan Agreement relating to
      notice.

    


    No
      modification, waiver, estoppel, amendment, discharge or change of this Note
      or
      any related instrument shall be valid unless the same is in writing and signed
      by the party against which the enforcement of such modification, waiver,
      estoppel amendment, discharge or change is sought.

    


    BORROWER
      IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY OR RESPECT,
      ARISING OUT OF OR FROM OR RELATED TO THIS NOTE MAY BE LITIGATED IN COURTS HAVING
      SITUS WITHIN THE JURISDICTION OF THE COUNTY OF FLOYD, STATE OF INDIANA. BORROWER
      HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED
      IN SAID COUNTY AND STATE AND WAIVES ANY OBJECTION IT MAY HAVE BASED ON IMPROPER
      VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING
      HEREUNDER.

    


    BORROWER
      AND LENDER IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN AN ACTION OF
      PROCEEDING: (1) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH
      THIS
      NOTE OR AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY
      IN
      THE FUTURE BE DELIVERED IN CONNECTION HEREWITH 0R (2) ARISING FROM ANY DISPUTE
      OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY SUCH AMENDMENT,
      INSTRUMENT, DOCUMENT, OR AGREEMENT, AND  AGREE THAT ANY SUCH ACTION OR
      PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    
      	
              ATTEST:

            	 	
              BORROWER:

            
	 	 	 
	 	 	
              FLORIDA
                GAMING CENTERS, INC.

            
	 	 	 
	 	 	 
	
              By:

            	
                /s/
                Kimberly R. Tharp

            	 	
              By

            	
                /s/
                W.Bennett Collett

            	
            
	
              Kimberly
                R. Tharp

            	 	
              W.
                Bennett Collett

            
	
              Secretary

            	 	
              Chairman
                of the Board and CEO

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE
      SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
      REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING
      TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED.


     

    WARRANT
      TO PURCHASE COMMON STOCK OF

    FLORIDA
      GAMING CORPORATION

    


    Void
      after November 1, 2011

    


    Number
      of Shares: 20,000

    


    This
      certifies that Freedom Holding, Inc. (the “Holder”),
      for
      value received, is entitled to purchase, subject to the terms and conditions
      of
      this warrant (this “Warrant”),
      from
      Florida Gaming Corporation, a Delaware corporation (the “Company”),
      having its principal place of business at 3500 N.W. 37th
      Avenue,
      Miami, Florida 33142, an aggregate of Twenty Thousand (20,000) shares (the
      “Warrant
      Shares”)
      of the
      Company’s common stock, par value $0.20 per share (together with any common
      stock into which such common stock may be converted in connection with any
      merger or consolidation of the Company, the “Common Stock”), at a price per
      share of $8.25 (the “Exercise
      Price”).
      

     

    This
      Warrant shall be exercisable, in whole or in part, at any time or from time to
      time from and after November 1, 2008 (the “Initial
      Exercise Date”)
      up to
      and including 5:00 p.m. (Eastern Time) on November 1, 2011 (such date being
      referred to herein as the “Expiration
      Date”),
      upon
      surrender to the Company at its principal office (or at such other location
      as
      the Company may advise the Holder in writing) of this Warrant properly endorsed
      with (i) the Exercise Form attached hereto duly completed and executed and
      (ii)
      payment pursuant to Section 2 of the aggregate Exercise Price for the number
      of
      Warrant Shares for which this Warrant is being exercised determined in
      accordance with the provisions hereof. The Exercise Price and the number of
      Warrant Shares purchasable hereunder are subject to further adjustment as
      provided in Section 4 of this Warrant 

     

    Exercise;
      Issuance of Certificates; Acknowledgement.
      This
      Warrant is exercisable at the option of the Holder of record hereof, at any
      time
      or from time to time on or after the Initial Exercise Date up to the Expiration
      Date, for all or any part of the Warrant Shares (but not for a fraction of
      a
      Warrant Share) which may be purchased hereunder. The Company agrees that the
      shares of Common Stock purchased under this Warrant shall be and are deemed
      to
      be issued to the Holder hereof as the record owner of such shares as of the
      close of business on the date on which this Warrant shall have been surrendered,
      properly endorsed, the completed, executed Exercise Form delivered and payment
      made for such shares. Certificates for the shares of the Common Stock so
      purchased, together with any other securities or property to which the Holder
      hereof is entitled upon such exercise, shall be delivered to the Holder hereof
      by the Company at the Company’s expense within a reasonable time after the
      rights represented by this Warrant have been so exercised. Each certificate
      so
      delivered shall be in such denominations of the Warrant Shares as may be
      requested by the Holder hereof and shall be registered in the name of such
      Holder. In case of a purchase of less than all the Warrant Shares, the Company
      shall execute and deliver to Holder within a reasonable time an Acknowledgement
      in the form attached hereto indicating the number of Warrant Shares which remain
      subject to this Warrant, if any. 

     

    Payment
      for Shares.
      The
      aggregate purchase price for Warrant Shares being purchased hereunder must
      be
      paid by check or wire transfer of immediately available funds to an account
      designated in writing by the Company to the Holder. 

     

    Shares
      to
      be Fully Paid; Reservation of Shares. The Company covenants and agrees that
      all
      shares of Common Stock which may be issued upon the exercise of the rights
      represented by this Warrant will, upon issuance, be duly authorized, validly
      issued, fully paid and nonassessable and free from all preemptive rights of
      any
      shareholder and free and clear of all taxes, liens and charges with respect
      to
      the issue thereof. The Company further covenants and agrees that during the
      period within which the rights represented by this Warrant may be exercised,
      the
      Company will at all times have authorized and reserved, for the purpose of
      issue
      or transfer upon exercise of the rights evidenced by this Warrant, a sufficient
      number of shares of authorized but unissued shares of Common Stock, or other
      securities and property, when and as required to provide for the exercise of
      the
      rights represented by this Warrant in full. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    Dividends
      or Distributions of Common Stock. If the Company shall at any time or from
      time
      to time after the date hereof make or issue, or fix a record date for the
      determination of stockholders entitled to receive, a dividend or other
      distribution on the Common Stock payable in additional shares of Common Stock,
      then and in each such event the Exercise Price hereunder then in effect shall
      be
      decreased as of the time of such issuance or, in the event such a record date
      shall have been fixed, as of the close of business on such record date, by
      multiplying the Exercise Price hereunder then in effect by a fraction: (a)
      the
      numerator of which shall be the total number of shares of Common Stock (assuming
      the conversion or exercise of all outstanding securities of the Company that
      are
      convertible into or exercisable for the purchase of Common Stock, including
      the
      exercise of all options and warrants to purchase Common Stock or securities
      that
      are convertible into or exercisable for the purchase of Common Stock) issued
      and
      outstanding immediately prior to the time of issuance or the close of business
      on such record date; and (b) the denominator of which shall be the total number
      of shares of Common Stock (assuming the conversion or exercise of all
      outstanding securities of the Company that are convertible into or exercisable
      for the purchase of Common Stock, including the exercise of all options and
      warrants to purchase Common Stock or securities that are convertible into or
      exercisable for the purchase of Common Stock) issued and outstanding immediately
      after the time of issuance or the close of business on such record
      date.

     

    Dividends
      or Distributions of Other Securities. If the Company shall at any time or from
      time to time after the date hereof make or issue, or fix a record date for
      the
      determination of stockholders entitled to receive, a dividend or other
      distribution on the Common Stock payable in securities of the Company other
      than
      Common Stock and other than as otherwise adjusted, then and in each such event
      the Holder shall be entitled to receive upon the exercise of this Warrant,
      in
      addition to the number of shares of Common Stock receivable thereupon, the
      kind
      and amount of such other securities receivable upon such dividend or
      distribution, to which a holder of the number of shares of Common Stock (or
      any
      shares of stock or other securities which may be) issuable upon the exercise
      of
      this Warrant would have received if this Warrant had been exercised immediately
      prior to such dividend or distribution, all subject to further adjustment as
      provided herein.

     

    Stock
      Splits or Combinations. If the Company shall at any time subdivide the
      outstanding shares of Common Stock, or if the Company shall at any time combine
      the outstanding shares of Common Stock then the exercise price hereunder
      immediately shall be decreased proportionally (in the case of a subdivision)
      or
      increased proportionally (in the case of a combination). Any such adjustment
      shall become effective at the close of business on the date the subdivision
      or
      combination becomes effective.

     

    Reclassification
      or Reorganization. If the Common Stock issuable upon the exercise of this
      Warrant shall be changed into the same or different number of shares of any
      class or classes of stock, whether by capital reorganization, reclassification
      or otherwise, then and in each such event the Holder shall be entitled to
      receive upon the exercise of this Warrant the kind and amount of shares of
      stock
      and other securities and property receivable upon such reorganization,
      reclassification or other change, to which a holder of the number of shares
      of
      Common Stock (or any shares of stock or other securities which may be) issuable
      upon the exercise of this Warrant would have received if this Warrant had been
      exercised immediately prior to such reorganization, reclassification or other
      change, all subject to further adjustment as provided herein.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    Merger,
      Consolidation or Sale of Assets. If at any time or from time to time there
      shall
      be a capital reorganization of the Common Stock or a merger or consolidation
      of
      the Company with or into another corporation, or the sale of all or
      substantially all of the Company’s assets and properties to any other person or
      entity, then as a part of such reorganization, merger, consolidation or sale,
      provision shall be made so that the Holder shall thereafter be entitled to
      receive upon the exercise of this Warrant, the number of shares of stock or
      other securities or property of the Company, or of the successor corporation
      resulting from such reorganization, merger, consolidation or sale, to which
      a
      holder of the number of shares of Common Stock (or any shares of stock or other
      securities which may be) issuable upon the exercise of this Warrant would have
      received if this Warrant had been exercised immediately prior to such
      reorganization, merger, consolidation or sale.

     

    Notice
      of
      Adjustment and Record Dates. The Company shall promptly notify the Holder in
      writing of each adjustment or readjustment of the exercise price hereunder
      and
      the number of shares of Common Stock issuable upon the exercise of this Warrant.
      Such notice shall state the adjustment or readjustment and show in reasonable
      detail the facts on which that adjustment or readjustment is based. In the
      event
      of any taking by the Company of a record of the holders of Common Stock for
      the
      purpose of determining the holders thereof who are entitled to receive any
      dividend or other distribution, the Company shall notify the Holder in writing
      of such record date at least ten (10) days prior to the date specified
      therein.

     

    Rights
      of Holder.
      This
      Warrant does not entitle the Holder to any voting rights or any other rights
      as
      a stockholder of the Company prior to the date of exercise hereof.

     

    No
      Impairment.
      Except
      and to the extent as waived or consented to by the Holder, the Company will
      not,
      by amendment of its Certificate of Incorporation or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the exercise rights of the Holder
      against impairment.

     

    Loss,
      Theft, Destruction or Mutilation of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue and
      deliver in substitution for and upon cancellation of the mutilated Warrant,
      or
      in substitution for the Warrant lost, stolen or destroyed, a new warrant or
      warrants of like tenor and representing an equivalent right or interest, but
      only upon, in the case of a lost, stolen or destroyed certificate, receipt
      of
      evidence reasonably satisfactory to the Company of such loss, theft or
      destruction. If required by the Company, then Holder shall furnish an affidavit
      or other evidence reasonably satisfactory to the Company of the loss, theft
      or
      destruction of such Warrant and an indemnification agreement.

     

    Modification
      and Waiver.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the Holder. Any amendment or waiver effected in accordance with this
      paragraph shall be binding upon the Company and the Holder.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    Notices.
      Except
      as may be otherwise provided herein, all notices, requests, waivers and other
      communications made pursuant to this Warrant shall be in writing and shall
      be
      conclusively deemed to have been duly given (a) when hand delivered to the
      other party; (b) when sent by facsimile to the number set forth below if
      sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day,
      or on the next business day if sent by facsimile to the number set forth below
      if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a
      business day; (c) three business days after deposit in the U.S. mail with
      first class or certified mail receipt requested postage prepaid and addressed
      to
      the other party at the address set forth below; or (d) the next business
      day after deposit with a national overnight delivery service, postage prepaid,
      addressed to the parties as set forth below with next business day delivery
      guaranteed, provided that the sending party receives a confirmation of delivery
      from the delivery service provider. Each person making a communication hereunder
      by facsimile shall promptly confirm by telephone to the person to whom such
      communication was addressed each communication made by it by facsimile pursuant
      hereto but the absence of such confirmation shall not affect the validity of
      any
      such communication. A party may change or supplement the addresses given above,
      or designate additional addresses, by giving the other party written notice
      of
      the new address in the manner set forth above. The addresses for the parties
      are
      as follows:

     

    For
      the
      Company:

    


    Florida
      Gaming Corporation

    2669
      Charlestown Road

    New
      Albany, Indiana 47150

    Fax:
      (812) 945-7717

    


    For
      the
      Holder:

    


    Freedom
      Holding, Inc.

    2669
      Charlestown Road, #D

    New
      Albany, Indiana 47150



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    Saturdays,
      Sundays, Holidays etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall not be a day, other than a Saturday,
      Sunday or one on which banks are authorized by law or regulation to be closed
      in
      either New York, New York or San Francisco, California (a “Business
      Day”),
      then
      such action may be taken or such right may be exercised on the next succeeding
      day that is a Business Day.

     

    Titles
      and Subtitles; Governing Law; Venue.
      The
      titles and subtitles used in this Warrant are used for convenience only and
      are
      not to be considered in construing or interpreting this Agreement. This Warrant
      is to be construed in accordance with and governed by the internal laws of
      the
      State of Delaware without giving effect to any choice of law rule that would
      cause the application of the laws of any jurisdiction other than the internal
      laws of the State of Delaware to the rights and duties of the Company and the
      Holder. All disputes and controversies arising out of or in connection with
      this
      Warrant shall be resolved exclusively by the state and federal courts located
      in
      the State of Delaware, and each of the Company and the Holder hereto agrees
      to
      submit to the jurisdiction of said courts and agrees that venue shall lie
      exclusively with such courts.

     

    Specific
      Performance.
      The
      Company agrees that the remedies at law of the Holder of this Warrant in the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms maybe
      specifically enforced by a decree for the specific performance of any obligation
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.

     

    IN
      WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be
      duly
      executed as of this 1st day of November, 2008.

    


    
      	
              FLORIDA
                GAMING CORPORATION

            
	 	 
	
              By:

            	
              /s/
                W.Bennett Collett

            	
            
	
              Name:

            	
              W.
                Bennett Collett

            
	
              Title:

            	
              Chairman
                and CEO

            
	 	 
	
              HOLDER:

            
	 	 
	
              Freedom
                Holding, Inc.

            
	 	 
	 	 
	
              By:

            	
              /s/
                W. Bennett Collett

            	
            
	
              Name:

            	
              W.
                Bennett Collett

            
	
              Title:

            	
              Chairman
                and CEO

            


    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    EXERCISE
      FORM

    


    (To
      be
      signed only upon exercise of Warrant)

    


    To:
      __________________________

    


    The
      undersigned, the holder of a right to purchase shares of Common Stock of FLORIDA
      GAMING CORPORATION (the “Company”)
      pursuant to that certain Warrant to Purchase Shares of Florida Gaming
      Corporation (the “Warrant”),
      dated
      as of November 1, 2008, hereby irrevocably elects to exercise the purchase
      right
      represented by such Warrant for, and to purchase thereunder,
      __________________________ (_________) shares of Common Stock of the Company
      and
      herewith makes payment of _________________________________ Dollars
      ($__________) therefor by the following method:

    


    (Check
      one of the following):

    

      
        	
                _______
                  (check if applicable)

              	
                The
                  undersigned hereby elects to make payment of ______________ Dollars
                  ($___________) therefor in cash.

              
	 	 
	
                _______
                  (check if applicable)

              	
                The
                  undersigned hereby elects to make payment for the aggregate exercise
                  price
                  of this exercise using the Net Issuance method pursuant to Section
                  2 of
                  the Warrant.

              


      

    

    


    The
      undersigned represents that it is acquiring such securities for its own account
      for investment and not with a view to or for sale in connection with any
      distribution thereof.

    


    
      	
              DATED:
                

            	
               

            	 	 	 
	 	 	 	 
	 	 	
               

            	 
	 	 	
              Freedom
                Holding, Inc.