Nevada Gold & Casinos Inc Sample Contracts

Nevada Gold & Casinos Inc – SECOND AMENDED AND RESTATED BYLAWS OF Nevada Gold & Casinos, Inc., a Nevada corporation (As adopted June 14, 2019) (June 14th, 2019)
Nevada Gold & Casinos Inc – SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEVADA GOLD & CASINOS, INC. (June 14th, 2019)

The undersigned, being the President of Nevada Gold & Casinos, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the shareholders of the Corporation approved an Agreement and Plan of Merger among the Corporation, Maverick Casinos, LLC and Maverick Casinos Merger Sub, Inc., executed by the parties as of September 18, 2018 (“Plan of Merger”) and that as a part of such Plan of Merger, the pre-merger Articles of Incorporation of the Corporation were amended and restated as set forth in this Certificate. Below are the Amended and Restated Articles of Nevada Gold & Casinos, Inc. as amended and restated as of this date:

Nevada Gold & Casinos Inc – Nevada Gold & Casinos Receives Notice of Non-compliance from NYSE American LLC (May 8th, 2019)

LAS VEGAS, NV, May 7, 2019 -- Nevada Gold & Casinos, Inc. (the “Company”) (NYSE MKT: UWN) announced today the Company has received notice from NYSE American LLC (the “Exchange”) that the Exchange has determined that the Company is not in compliance with Section 704 of the NYSE American Company Guide due to the Company’s failure to hold an annual meeting during the fiscal year ended April 30, 2018.

Nevada Gold & Casinos Inc – AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (March 21st, 2019)

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 20, 2019, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Gold LLC (f/k/a Maverick Casinos LLC), a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent (“Merger Sub” and collectively with the Company and Parent, the “Parties”).

Nevada Gold & Casinos Inc – ESCROW AGREEMENT (November 30th, 2018)

This Escrow Agreement (this “Agreement”), dated as of November 29, 2018, is entered into by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Mutual of Omaha Bank, as escrow agent (the “Escrow Agent”).

Nevada Gold & Casinos Inc – SECURITIES PURCHASE AGREEMENT (November 30th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2018, is by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Maverick Casinos LLC, a Nevada limited liability company (“Buyer”).

Nevada Gold & Casinos Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (November 30th, 2018)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 29, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent (“Merger Sub” and collectively with the Company and Parent, the “Parties”).

Nevada Gold & Casinos Inc – AGREEMENT AND PLAN OF MERGER among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018 (September 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 18, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent (“Merger Sub” and collectively with the Company and Parent, the “Parties”).

Nevada Gold & Casinos Inc – Nevada Gold & Casinos Announces Sale / Merger Agreement (September 18th, 2018)

LAS VEGAS, NV - September 18, 2018 — Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the signing of a definitive merger agreement with Maverick Casinos, LLC (“Maverick”). Under the terms of the merger agreement, Maverick will acquire all of the outstanding shares of the Company’s common stock for $2.50 per share in cash, subject to certain minor adjustments. The transaction will result in the Company becoming a private company.

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 26th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Michael P. Shaunnessy (“Employee”).

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 26th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Victor H. Mena (“Employee”).

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 26th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and Ernest E. East (“Employee”).

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 26th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated May 1, 2018, by and between Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), and James D. Meier (“Employee”).

Nevada Gold & Casinos Inc – ASSET PURCHASE AGREEMENT (July 26th, 2018)

THIS AGREEMENT, made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”; and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign this Agreement prior to closing, hereinafter referred to as "Buyer”.

Nevada Gold & Casinos Inc – ASSET PURCHASE AGREEMENT DATED JUNE 26, 2018, BY AND AMONG TRUCKEE GAMING, LLC, NEVADA GOLD & CASINOS LV, LLC AND NEVADA GOLD & CASINOS, INC. (July 26th, 2018)

This Asset Purchase Agreement (this “Agreement”) is entered into as of June 26, 2018 (“Agreement Date”), by and among Truckee Gaming, LLC, a Delaware limited liability company (“Buyer”), Nevada Gold & Casinos LV, LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Seller”), and Nevada Gold & Casinos, Inc., a Nevada corporation (“Parent”).

Nevada Gold & Casinos Inc – ASSET PURCHASE AGREEMENT (May 23rd, 2018)

THIS AGREEMENT, made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”; and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign this Agreement prior to closing, hereinafter referred to as "Buyer”.

Nevada Gold & Casinos Inc – STOCK SALE AND PURCHASE AGREEMENT (July 12th, 2017)

This stock sale and purchase agreement (this Agreement) is made by and between The Louise Herrington Ornelas Trust (“Seller”) and Nevada Gold & Casinos, Inc. (“Buyer”). Louise Herrington Ornelas is the sole trustee of the Louise Herrington Ornelas Trust and has appointed her two sons, Randall Kent Rogers and William Richard Rogers, as co-attorneys-in-fact to act on her behalf with respect to this transaction. The Seller and the Buyer are also referred to collectively as the “Parties”.

Nevada Gold & Casinos Inc – EMPLOYMENT AGREEMENT (February 2nd, 2017)

THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 1st day of February, 2017 by and between VICTOR H. MENA (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).

Nevada Gold & Casinos Inc – Director Nomination Agreement (August 15th, 2016)

This Director Nomination Agreement (the “Agreement”) effective as of August 15, 2016 (the “Effective Date”) is among Esplanade Capital Partners I LLC (“Esplanade”), Novation Companies, Inc. (“Novation”), together the “Nominating Shareholders”, the undersigned Nominees of the Nominating Shareholders and Nevada Gold & Casinos, Inc. (the “Company”)

Nevada Gold & Casinos Inc – EMPLOYMENT AGREEMENT (July 19th, 2016)

THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 19th day of July, 2016 by and between JAMES D. MEIER (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).

Nevada Gold & Casinos Inc – EMPLOYMENT AGREEMENT (July 19th, 2016)

THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 19th day of July, 2016 by and between MICHAEL P. SHAUNNESSY (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).

Nevada Gold & Casinos Inc – OPTION AGREEMENT (April 25th, 2016)

THIS OPTION AGREEMENT (this “Agreement”) is entered into by and between CLEAR CREEK COUNTY DEVELOPMENT COMPANY, LLC, a Colorado Limited Liability Company (“Clear Creek”), and GOLD MOUNTAIN DEVELOPMENT, LLC, AND NEVADA GOLD & CASINOS, INC., (hereinafter “Nevada Gold”), effective on the date when last executed by Clear Creek or Nevada Gold, pursuant to Section 19 (the “Effective Date”).

Nevada Gold & Casinos Inc – FIRST AMENDMENT TO OPTION AGREEMENT (April 25th, 2016)

THIS FIRST AMENDMENT TO OPTION AGREEMENT is entered into by and between Clear Creek County Development Company LLC, a Colorado Limited Liability Company, (hereinafter “Clear Creek” or “Purchaser”) and GOLD MOUNTAIN DEVELOPMENT LLC, LLC, AND NEVADA GOLD & CASINOS, INC., (hereinafter collectively the “Seller” or “Nevada Gold”).

Nevada Gold & Casinos Inc – Nevada Gold & Casinos Announces Agreement to Sell Colorado Vacant Land Holdings (April 25th, 2016)

LAS VEGAS, April 25, 2016 -- Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced the execution of an Agreement to sell approximately 260 acres of land in Gilpin County, Colorado to RSM Partners, LLC, a privately owned company, for $750,000.

Nevada Gold & Casinos Inc – AMENDED AND RESTATED CREDIT AGREEMENT (December 3rd, 2015)

Section 3.05. Organizational Documents, Resolutions, Certificates of Good Standing, Authorized Representative Certificates and Closing Certificate 55

Nevada Gold & Casinos Inc – ASSET PURCHASE AGREEMENT dated as of May 22, 2015 by and between GAMING VENTURES OF LAS VEGAS, INC. as Seller, and NEVADA GOLD & CASINOS LV, LLC, as Buyer (May 26th, 2015)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015 (the “Effective Date”), by and between GAMING VENTURES OF LAS VEGAS, INC., a Nevada corporation, d/b/a CLUB FORTUNE CASINO, having an office at 725 South Racetrack Road, Henderson, Nevada 89015 (“Seller”), CARL E. GIUDICI, sole shareholder of the Seller (“Giudici”), and NEVADA GOLD & CASINOS LV, LLC, a Nevada limited liability company, having an office at 133 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or its permitted assigns (“Buyer”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation, sole member of Buyer (“UWN”). Capitalized terms not otherwise defined herein have the meanings set forth in Schedule 1.0.

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 21st, 2015)

WHEREAS, Victor H. Mena (“Employee”) and the Company entered into that certain Employment Agreement dated May 1, 2013 whereby Employee was employed as Vice President of Washington Operations of the Company effective May 1, 2013 (the “Employment Agreement”);

Nevada Gold & Casinos Inc – EMPLOYMENT AGREEMENT (November 3rd, 2014)

THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 30th day of October, 2014 by and between JAMES D. MEIER (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).

Nevada Gold & Casinos Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (August 1st, 2014)

WHEREAS, Michael P. Shaunnessy (“Employee”) and the Company entered into that certain Employment Agreement dated November 12, 2012 whereby Employee was employed as Chief Executive Officer of the Company effective December 1, 2012 (the “Employment Agreement”);

Nevada Gold & Casinos Inc – Nevada Gold Chief Executive Officer Michael Shaunnessy Signs Employment Extension Agreement Through December 2016 (August 1st, 2014)

This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. Forward-looking statements include, without limitation, our ability to increase income streams, to grow revenue and earnings, and to obtain additional gaming and other projects. These statements are only predictions and are subject to certain risks, uncertainties and assumptions, which are identified and described in the Company's public filings with the Securities and Exchange Commission.

Nevada Gold & Casinos Inc – CREDIT AGREEMENT Dated as of December 10, 2013 among NEVADA GOLD & CASINOS, INC., a Nevada corporation, NG WASHINGTON, LLC, a Washington limited liability company, NG WASHINGTON II HOLDINGS, LLC, a Delaware limited liability company, NG WASHINGTON II, LLC, a Washington limited liability company, NG WASHINGTON III, LLC, a Washington limited liability company, NG SOUTH DAKOTA, LLC, a South Dakota limited liability company, A.G. TRUCANO, SON & GRANDSONS, INC., a South Dakota corporation, CGC HOLDINGS, L.L.C., a Nevada limited liability company, CGE ASSETS, INC. (formerly Colorado Grand Enterprise (December 23rd, 2013)

THIS GENERAL CONTINUING SUBSIDIARY GUARANTY (“Subsidiary Guaranty”), dated as of ___________, 200__, is executed and delivered by ________________________________, together with each other Person who may from time to time become a party hereto by execution of a Certificate of Joinder as described hereinbelow (each individually a “Guarantor” and collectively the “Guarantors”), in favor of Beneficiary, as hereinafter defined, and in light of the following:

Nevada Gold & Casinos Inc – GUARANTY AND SECURITY AGREEMENT (June 28th, 2013)

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2013, among Parent, the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), the Persons listed on the signature pages hereof as “Guarantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Guarantor” and collectively, the “Guarantors”), and WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Nevada Gold & Casinos Inc – INTERCOMPANY SUBORDINATION AGREEMENT (June 28th, 2013)

This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 26, 2013, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:

Nevada Gold & Casinos Inc – INTERCREDITOR AND SUBORDINATION AGREEMENT (June 28th, 2013)

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is dated as of June 26, 2013, and entered into by and between WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company (“WFGC”), in its capacity as agent under the Loan Documents (as hereinafter defined), including its successors and assigns in such capacity from time to time (“Agent”) and MICHAEL J. TRUCANO, as seller’s representative under the Trucano Documents (as defined below) (“Trucano”).

Nevada Gold & Casinos Inc – CREDIT AGREEMENT by and among WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, NEVADA GOLD & CASINOS, INC., as Parent, and A.G. TRUCANO, SON & GRANDSONS, INC., as Borrower Dated as of June 26, 2013 (June 28th, 2013)

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 26, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Parent”), A.G. TRUCANO, SON & GRANDSONS, INC., a South Dakota corporation (“Borrower”).