Exhibit 99.4
OPTION DEED
Dated 25 July 2009
NAGAWORLD LIMITED
and
ELIXIR GAMING TECHNOLOGIES (HONG
KONG) LIMITED
OPTION DEED
THIS DEED is made the 25th day of
July 2009
BETWEEN :-
(1)
NAGAWORLD LIMITED
, a company incorporated in Hong
Kong, with correspondence address at Nagaworld, Hun Sen garden,
Phnom Penh Cambodia (the “ VENUE OWNER ”);
and
(2)
ELIXIR GAMING TECHNOLOGIES (HONG
KONG) LIMITED, a company
incorporated in Hong Kong, with correspondence address at Unit 2B,
29/F., The Centrium, 60 Wyndham Street, Central, Hong Kong (“
ELIXIR ”).
NOW IT IS HEREBY AGREED as follows:-
1.
INTERPRETATION
(A)
In this Deed the following words and
expressions shall, unless the context otherwise requires, bear the
meanings respectively set opposite them:-
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“ Extended Area ”
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collectively the Lobby Lounge Area and if
applicable, the Food Court Area ;
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“ First Right of Refusal
”
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has the meaning as ascribed thereto in Clause
3(h) below
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“ Food Court Area
”
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the food court area(s) located at the lobby
floor of NagaWorld, the location of which are more particularly
identified in Green colour on the floor plan attached in
Appendix B hereto ;
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“ Further Additional
Machines ”
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a maximum of 200 seats of electronic gaming
machines (on top of the electronic gaming machines provided and
operated by ELIXIR at the Original Area, the Additional Lobby Floor
Area and the Chinese Restaurant Area) to be provided and installed
by ELIXIR at the Extended Area for operation therein upon exercise
of the Option or as the case may be, the First Right of Refusal and
pursuant to the terms of the Further Definitive
Agreement;
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“ Further Commitment Fee
”
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the further consideration to be paid by ELIXIR
to the VENUE OWNER for installation and operation of the Further
Additional Machines at
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the Extended Area, the amount of which will be
calculated according to the formula set forth in Clause 4
below ;
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“ Further Definitive Agreement
”
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the definitive agreement in the same form and
terms (including but not limited to the same revenue sharing ratio
of the parties and the daily collection procedure) as the
Participation Agreement (provided that the relevant provisions
regarding the Option will be removed; the calculation of the
Further Commitment Fee shall be based on the terms set forth in
Clause 4 of this Deed and if necessary, certain slight
modifications as mutually agreed by the parties may be made
thereto) to be signed by the VENUE OWNER, ELIXIR and Elixir Gaming
Technologies, Inc. governing the parties’ rights and
obligations on the installation and operation of the Further
Additional Machines at the Extended Area after exercise of the
Option or as the case may be, the First Right of Refusal, by
ELIXIR;
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“ NagaWorld ”
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The hotel casino complex owned by the VENUE
OWNER in Phnom Penh, Cambodia;
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“ Lobby Lounge Area
”
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the lobby lounge area located at the lobby floor
of NagaWorld, the location of which is more particularly identified
in Pink colour on the floor plan attached in Appendix B
hereto ;
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“Machines Operation Committee
”
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has the meaning as ascribed thereto in the
Participation Agreement;
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“ Original Area ”; “
Additional Lobby Floor Area ”; and “ Chinese
Restaurant Area ”
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have the meanings as ascribed thereto in the
Participation Agreement;
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“ Option ”
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has the meaning as ascribed thereto in Clause
2 below ;
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“ Option Expiry Date
”
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has the meaning as ascribed thereto in Clause
3 below ;
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“ Option Notice ”
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means a notice to be served by ELIXIR exercising
the Option pursuant to Clause 3 below
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and in the form set out in Appendix A
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“ USD ”
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United States dollars, the lawful currency of
the United States of America;
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“ Participation Agreement
”
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The Machines Operation and Participation
Agreement entered into amongst the VENUE OWNER, ELIXIR and Elixir
Gaming Technologies, Inc. on the date hereof in relation to,
inter alia, the installation and operation of 200 seats of
electronic gaming machines by ELIXIR at the Chinese Restaurant Area
within NagaWorld;
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(B)
The headings in this Deed are for
convenience only and shall not affect the interpretation
hereof.
(C)
This Deed includes the Appendices
hereto.
2.
GRANT OF OPTION
The VENUE OWNER hereby irrevocably
and unconditionally grants to ELIXIR an option (the “
Option ”) to provide, install and operate the Further
Additional Machines at the Extended Area.
3.
EXERCISE OF OPTION AND FIRST
RIGHT OF REFUSAL
The parties agree that :
(a)
the Option may be exercised by
ELIXIR, at its absolute discretion, by giving the Option Notice to
the VENUE OWNER at any time on or before 31 st December 2009 (the “ Option
Expiry Date ”). Prior to the Option Expiry Date, the
VENUE OWNER shall not agree with or commit to other third party
electronic gaming machines supplier for placement of gaming
machines on any part of the Extended Area;
(b)
in the Option Notice, ELIXIR shall
specify the number (in terms of seats) of Further Additional
Machines that it intend to install and operate at the Extended Area
provided that the number specified by ELIXIR therein shall not be
less than 100 seats;
(c)
in case the number (in terms of
seats) of Further Additional Machines specified in the Option
Notice is less than 200 seats (subject always to the
minimum of 100 seats as set forth in
sub-clause (b) above), ELIXIR shall fill up the Lobby Lounge
Area (according to such lay-out plan as approved by the Machines
Operation Committee) first before making any placement of Further
Additional Machines in the Food Court Area;
(d)
the Option Notice, once issued,
shall be irrevocable provided that the number (in terms of seats)
of Further Additional Machines specified therein by ELIXIR may be
increased (but not reduced) and confirmed in the Further Definitive
Agreement;
(e)
within 14 days after the date of the
Option Notice, the parties, together with Elixir Gaming
Technologies, Inc. shall enter into the Further Definitive
Agreement;
(f)
After execution of the Further
Definitive Agreement, the VENUE OWNER shall freely exploit and make
use of any part of the Extended Area that h
