Sale of Shares
in the Share Capital of PGI (Macao) Limited
AN AGREEMENT
made between:
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1.
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PROGRESSIVE
GAMING INTERNATIONAL (AUSTRALASIA) PTY LTD., a company with its
registered office at Suite 601, 18-20 Orion Road, Lane Cove, New
South Wales, 2006, Australia (the “ First Seller
”), herein represented by Bryce John Rubio;
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2.
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PROGRESSIVE
GAMING INTERNATIONAL CORPORATION, a company with its registered
office at 920 Pilot Road, Las Vegas, Nevada, USA 89119, United
States of America (the “ Second Seller ” or,
together with the First Seller, the “ Sellers ”)
herein represented by Bryce John Rubio;
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3.
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IGT ASIA, LDA.,
a limited company by quotas with its registered office in Macau, at
Alameda Dr. Carlos d’Assumpção, n.º 263
– China Civil Plaza, Bloco A, 11.º andar “L-
P”, (the “ First Purchaser ”), herein
represented by Maria Beatriz de Melo e Sá Segorbe
Luís;
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4.
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INTERNATIONAL
GAME TECHNOLOGY, a company with its registered office at 9295
Prototype Drive, Reno, Nevada 89521, USA (the “ Second
Purchaser ” or, together with the First Purchaser, the
“ Purchasers ”), herein represented by Maria
Beatriz de Melo e Sá Segorbe Luís;
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5.
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PGI (MACAO)
LIMITED, a limited liability company by quotas with registered
office in Macau, at Avenida Comercial de Macau, AIA Tower, n.º
251A-301, Unit 2, 5th Floor, herein represented by Bryce John
Rubio, and
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6.
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PRIVATE EQUITY
MANAGEMENT GROUP FINANCIAL CORPORATION, a company with its
registered office at 1 Park Plaza, Suite 550, Irvine CA 92614, USA
(“ PEM ”), herein represented by Bernardo Afonso
de Paiva Morão Alves Mateus.
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A.
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The Sellers
have provided collateral in the form of inter alia a pledge
of their respective shares (two shares, designated as
“quotas” by the laws of Macau, one being in the amount
of MOP$99,000 held by the First Seller and the other in the amount
of MOP$1,000 held by the Second Seller, hereinafter collectively
referred to as the “ Sale Shares ”) in the
MOP$100,000 share capital of PGI (Macao) Limited, in favour of both
PEM and the Second Purchaser, as security for the provision to the
Second Seller of certain credit facilities and financial
accommodations and the purchase of certain convertible notes, under
a share pledge agreement dated 16 October 2008 entered into by and
between these parties which is registered at the Companies Registry
of Macau under n.º AP. 38/05012009 (the “ Pledge of
Shares ”).
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B.
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An event of
default with respect to the financial obligations of the Second
Seller to PEM under the finance documents that govern the provision
of the financial assistance
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1
referred to in
A. above has occurred which entitles PEM to enforce the Pledge of
Shares pursuant to the terms thereof.
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C.
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The Sellers
acknowledge that the Pledge of Shares has now become enforceable
for the reasons described in B. above.
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D.
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PEM and Second
Purchaser or its subsidiary have contemporaneously herewith entered
into that certain Secured Party Assignment and Bill of Sale
(“ Bill of Sale ”), pursuant to which PEM
intends to sell to Second Purchaser certain assets of Second Seller
and of certain subsidiaries of Second Seller.
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E.
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Each and all of
the Sellers, PEM and the Second Purchaser concur that the objective
of setting off the value of the Sale Shares against the current
indebtedness of the Second Seller to PEM arising from the default
of the obligations mentioned in B. above can be achieved by way of
a direct sale of the Sale Shares and the subsequent transfer of the
sale proceeds to PEM, such direct sale having a cost and time
effective advantage over the enforcement of the Pledge of
Shares.
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F.
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By agreement
between the Sellers, PEM and the Second Purchaser, the value of
US$1,665,000 for the Sale Shares, being US$1,648,350 for the sale
of the MOP$99,000 share held by the First Seller and US$16,650 for
the sale of the MOP$1,000 share held by the Second Seller has been
established as a commercially fair value for a sale and purchase
of, as applicable, both or one or the other of the Sale
Shares.
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G.
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The Purchasers
have expressed their interest in acquiring the Sale
Shares.
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H.
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Each and all of
the Sellers, PEM and the Second Purchaser acknowledge that the
determination of the fair value for a sale and purchase of the Sale
Shares has not been unduly influenced by the circumstances of the
parties, in particular the fact that the Second Seller is in
default, the Pledge of Shares has become enforceable and the Second
Purchaser is o
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