EXHIBIT 13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into effective as of January 1, 1996, by and between THE VINTAGE GROUP USA, LTD., a Colorado corporation (the "Company") and J. D. FINLEY (the...Employment Agreement • December 31st, 1997 • Metrogolf Inc • Services-amusement & recreation services • Colorado
EXHIBIT 12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into effective as of January 1, 1996, by and between THE VINTAGE GROUP USA, LTD., a Colorado corporation (the "Company") and CHARLES D. TOURTELLOTTE (the...Employment Agreement • December 31st, 1997 • Metrogolf Inc • Services-amusement & recreation services • Colorado
Family Golf Centers, Inc 225 Broadhollow Road Melville, New York 11747Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
Family Golf Centers, Inc., a Delaware corporation ("Parent"), Family Golf Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent ("Acquisition") and MetroGolf Incororated, a Colorado corporation (the "Company") intend to enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Acquisition will be merged with and into the Company (the "Merger") resulting in a new corporation (the "Surviving Corporation"). Prior to the consummation of the Merger, Parent intends to conduct a tender offer (the "Tender Offer") for all of the Company's outstanding common stock. As a result of the proposed transactions, the Surviving Corporation will become a wholly-owned subsidiary of Parent.
Exhibit 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 31st, 1997 • Metrogolf Inc • Services-amusement & recreation services • New York
Illinois Center -- Loan Agreement dated as of January 31, 1996 between Textron Financial corporation and Illinois Center Golf Partners, LP (item a.i in Schedule 3.12); Promissory Note dated January 31, 1996 for $2,000,000 (a.ii)Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
We refer to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, by and among Family Golf Centers, Inc. ("FGI"), Family Golf Acquisition, Inc. and MetroGolf Incorporated ("MGI"). As an inducement for MGI to enter into the Merger Agreement, FGI hereby agrees to use commercially reasonable efforts following consummation of the Offer (as such term is defined in the Merger Agreement) to obtain releases of all of your written personal guarantees entered into prior to the date hereof ("Guarantees") of any indebtedness of MGI or its subsidiaries (the "Guaranteed Debt") that is set forth on Schedule 3.12 to the Merger Agreement, including without limitation the following:
Dear Stockholder, We are pleased to inform you that on December 23, 1997, MetroGolf Incorporated (the "Company") entered into a Agreement and Plan of Merger (the "Merger Agreement") and related agreements with Family Golf Centers, Inc. ("Parent") and...Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
December 23, 1997 J. D. Finley MetroGolf Incorporated 1999 Broadway Suite 2435 Denver, CO 80202 Dear Mr. Finley: We refer to (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, by and among Family Golf Centers,...Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
Exhibit 7 To: Family Golf Center, Inc. The undersigned holder of ______ options (the "Options") to purchase Common Stock of MetroGolf Incorporated, a Colorado corporation (the "Company) hereby agrees that, in order to induce Family Golf Centers, Inc....Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
The undersigned holder of ______ options (the "Options") to purchase Common Stock of MetroGolf Incorporated, a Colorado corporation (the "Company) hereby agrees that, in order to induce Family Golf Centers, Inc. and its subsidiary, Family Golf Acquisition, Inc. to enter in the Merger Agreement by and among Family Golf Centers, Inc., Family Golf Acquisitions, Inc. and MetroGolf Incorporated (the "Merger Agreement") that it will not, without the consent of Family Golf Centers, Inc., exercise such option prior to consummation of the Offer (as defined in the Merger Agreement) and that if the Options are exercised after consummation of the Offer, the undersigned irrevocably agrees to vote in favor of the Merger.
December 23, 1997 Charles D. Tourtellotte MetroGolf Incorporated 1999 Broadway Suite 2435 Denver, CO 80202 Dear Mr. Tourtellotte: We refer to (i) Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, by and among Family...Metrogolf Inc • December 31st, 1997 • Services-amusement & recreation services
We refer to (i) Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, by and among Family Golf Centers, Inc. ("FGI"), Family Golf Acquisition, Inc. ("Acquisition") and MetroGolf Incorporated ("MGI"), and (ii) options to acquire an aggregate of 100,000 shares of MGI Common Stock at an exercise price of $1.25 per share that were granted to you on December 3, 1997, pursuant to MGI's Senior Executive Stock Option Plan (the "Options"). Any capitalized term not defined in this letter shall have its meaning in the Merger Agreement.
