Unassociated Document


    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 December 11, 2011

    


    Number
of Shares: 30,000

    


    This
certifies that Steven L. Craig   (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 Thirty Thousand (30,000) 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 $6.00 (the “Exercise
Price”).

     

    This
Warrant shall be exercisable, in whole or in part, at any time or from time to
time from and after December 11, 2009 (the “Initial Exercise
Date”) up to and including 5:00 p.m. (Eastern Time) on December 11, 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.

     

    1.           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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.           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.

     

    3.           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.         Adjustment of Exercise Price
and Number of Shares.   The number of shares of Common Stock
issuable upon the exercise of this Warrant and the Exercise Price hereunder
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:

     

     4.1   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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    4.2            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 in this Section 4, 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.

     

    4.3           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.

     

    4.4           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 (other than a subdivision or combination of shares
or stock dividend provided for in Section 4.1, 4.2 or 4.3 above, or a
reorganization, merger, consolidation or sale of assets provided for in Section
4.5 below), 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.

     

    4.5           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 (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 4) 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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.6           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.

     

    5.           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.

     

    6.           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.

     

    7.           Transfer;
Assignment.  Neither this Warrant nor any legal, economic or
beneficial interest in this Warrant shall be transferred by way of sale,
exchange, conversion, assignment, pledge, gift or other disposition or transfer
(all of which acts shall be deemed included in the term “transfer” as used in
this Agreement) by the Holder to any person or entity.  Any attempt by
the Holder to transfer this Warrant, any rights, interests or obligations
hereunder in violation of this Section 7 shall be null and
void.  Subject to the preceding sentences, this Warrant shall be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

     

    8.           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.

     

    9.           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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    10.           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, for
purposes of this Section 10 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:

    


    Steven L.
Craig

    4500 PGA
Blvd., Suite 304-B

    Palm
Beach Gardens, FL  33418

    


    11.           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.

     

    12.           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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    13.           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 11th day of
December, 2009.


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  FLORIDA
      GAMING CORPORATION

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/ W.
      Bennett Collett   

                                
	
                                  Name:

                                	
                                  W.
      Bennett Collett

                                
	
                                  Title:

                                	
                                  Chairman
      and CEO

                                
	 
      	 
      
	
                                  HOLDER:

                                
	
                                  /s/
      Steven
      L. Craig  

                                
	
                                  Steven
      L.
Craig

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    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 December 11, 2009, 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:

              	
                   

              


      

    

    


    
      
        	
                   

              
	
                Steven
      L. Craig