AG&E HOLDINGS INC. (NYSE:AG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive
Agreement.

As previously reported in a Current Report on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on April 14,
2016, AGE Holdings Inc., an Illinois corporation (the Company),
entered into an Agreement and Plan of Merger (as amended to date,
the Merger Agreement) with American Gaming Electronics, Inc., a
Nevada corporation and wholly-owned subsidiary of the Company
(Merger Sub), Advanced Gaming Associates LLC, a Pennsylvania
limited liability company (AGA), and Anthony Tomasello, as the
sole member and representative of AGA (Mr. Tomasello).

The consummation of the transactions contemplated by the Merger
Agreement (the Closing) occurred on November 30, 2016 (the
Closing Date). On the Closing Date, AGA was merged with and into
Merger Sub (the Merger), and the separate legal existence of AGA
ceased, with Merger Sub continuing as the surviving entity of the
Merger and remaining a wholly-owned subsidiary of the Company. In
connection with the Closing, the Company issued to Mr. Tomasello
5,303,816 shares of its common stock. The Company may issue to
Mr. Tomasello additional shares of common stock in the future
depending on the Companys performance and the achievement of
certain earn-out thresholds.

The issuance of the shares of common stock of the Company to Mr.
Tomasello is exempt from registration under the Securities Act of
1933, as amended (the Securities Act), to Section 4(a)(2) of the
Securities Act. The Company has neither engaged in general
solicitation or advertising nor paid any underwriting discounts
or commissions to any person in connection with the issuance of
such shares to Mr. Tomasello.

The Company had intended to issue a cash distribution to its
stockholders prior to the Closing. In connection with this, the
Company hired an investment banker to assist with analyzing the
effect a cash distribution to shareholders would have on the
Companys short term and long term solvency. Following the review
of all available information, the Board concluded that, based
upon the Companys cash needs over the next 3-4 years,
particularly related to repayment of the Company Note (as defined
below), a cash distribution was not advisable at this time.

Promissory Note

Upon the Closing, the Company issued to Mr. Tomasello a
promissory note in the initial principal amount of $1,000,000
(the Company Note). The Company Note accrues interest at a rate
of 5% per annum and matures on November 30, 2019. The Company
Note may be adjusted upwards or downwards based upon the working
capital delivered by AGA at the Closing. In addition, if certain
service revenue targets are satisfied during either of two
12-month periods immediately following the Closing, the initial
principal amount of the Company Note will be increased by an
additional $1,000,000 at the end of each 12-month period, up to
an aggregate additional amount of $2,000,000.

The foregoing description of the Company Note does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Company Note, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.

Employment Agreement

Upon the Closing and to the Merger Agreement, Mr. Tomasello
entered into an employment agreement with the Company (the
Employment Agreement), to which Mr. Tomasello is serving as
interim Chief Executive Officer of the Company, and is receiving
a base salary of $385,000 per year, a bonus of 2% of the Companys
EBITDA upon the Company exceeding $600,000 in EBITDA for the
first 12 calendar months after Closing, and certain other
benefits and perquisites customarily given by the Company to its
executive officers. The Employment Agreement expires on November
30, 2017.

Mr. Tomasello is also entitled to severance in the form of
monthly salary payments for the remainder of the original term
under the Employment Agreement in the event his employment is
terminated by the Company other than for cause or by Mr.
Tomasello for good reason. In addition, if Mr. Tomasellos
employment is terminated for cause or due to his death or
disability, he is entitled to payment of all amounts accrued
prior to the date of termination. Under the Employment Agreement,
Good Reason shall be deemed to occur upon: (i) failure by the
Company to pay Mr. Tomasellos base salary or other benefits to
which he is entitled; (ii) a reduction in salary without Mr.
Tomasellos consent, unless any such reduction is otherwise part
of an overall reduction in executive compensation experienced on
a pro rata basis by other executive officers; or (iii) a material
diminution of Mr. Tomasellos authority, duties and
responsibilities, other than in connection with hiring a new
chief executive officer or other executive officer.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of
which is attached hereto as Exhibit 10.2 and incorporated herein
by reference.

Nondisclosure, Intellectual Property, Noncompetition and
Nonsolicitation Agreement

Upon the Closing and to the Employment Agreement, Mr. Tomasello
entered into a Nondisclosure, Intellectual Property,
Noncompetition and Nonsolicitation agreement with the Company
(the NDA Agreement), to which Mr. Tomasello agreed, for the term
of his employment and for the longer of the period of time he is
paid under the Employment Agreement or 12 months after the
termination of his employment under the Employment Agreement to
(i) keep confidential certain Company information, and (ii)
refrain from certain activities which are competitive with the
business of the Company. The NDA Agreement also contains a
provision whereby Mr. Tomasello assigns any right to certain
intellectual property to the Company.

The foregoing description of the NDA Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the NDA Agreement, a copy of which is attached
hereto as Exhibit 10.3 and incorporated herein by reference.

Voting Agreement

Upon the Closing and to the Merger Agreement, Mr. Tomasello also
entered into a voting agreement with the Company (the Voting
Agreement), to which Mr. Tomasello has agreed to, among other
things, (i) limit his ability to acquire or transfer shares of
common stock of the Company for two years after the Closing, (ii)
vote his shares of common stock of the Company consistently with
the then-constituted Board, and (iii) with respect to the
election of directors to the Board, vote his shares of common
stock of the Company for the individuals nominated for election
by the Nominating and Governance Committee of the Board.

The foregoing description of the Voting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Voting Agreement, a copy of
which is attached hereto as Exhibit 10.4 and incorporated herein
by reference.

Working Capital

Under the Merger Agreement, AGA was not required to deliver to
the Company any working capital at Closing. However, at Closing
AGA delivered approximately $772,000 in estimated working capital
(Working Capital), consisting of approximately $512,000 in fixed
assets and inventory (Fixed Assets and Inventory), $587,000 in
accounts receivable (Accounts Receivable), and $327,000 in
accounts payable (Accounts Payable). Rather than having the
entire Working Capital adjust the outstanding principal amount
under the Company Note, the Company paid to Mr. Tomasello at
Closing approximately $512,000 for the Fixed Assets and
Inventory. In addition, the Company will not pay to Mr. Tomasello
any amount for the Accounts Receivable that remain uncollected.
The Company will pay to Mr. Tomasello an amount equal to the
payments for Accounts Receivable received by the Company after
offsetting against payments made by the Company for Accounts
Payable. After 90 days from the Closing, excess Working Capital
(other than Accounts Receivable and amounts previously paid to
Mr. Tomasello on account of Fixed Assets and Inventory), if any,
will be added to the principal amount due under the Company Note.
Conversely, any negative Working Capital for which the Company
has not already been compensated will reduce the principal amount
due under the Company Note.

Item 2.01Completion of Acquisition or
Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Item3.02Unregistered Sales of Equity
Securities.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Item5.02Departure of Directors or
Principal Officers; Election of Directors; Appointment
of Principal Officers.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Resignation of Anthony Spier as Director and
Officer/Consulting Agreement

On November 30, 2016, Anthony Spier resigned as the Chairman and
Chief Executive Officer of the Company. On December 1, 2016, he
entered into a consulting agreement with the Company, which
agreement expires on June 1, 2018 (the Consulting Agreement). to
this Consulting Agreement, Mr. Spier will provide consulting
services to the Company for an annual consulting fee of $125,000
per annum, in addition to reimbursement for reasonable
out-of-pocket expenses incurred by Mr. Spier in connection with
his consulting services. Upon entering into the Consulting
Agreement, Mr. Spier resigned as a director of the Company. Mr.
Spiers resignation was not a result of any disagreement with the
Company over policies, practices, or procedures.

Appointment of Michael Shor as Director

Effective on November 30, 2016, the Companys Board of Directors
appointed Michael Shor to the Board. Mr. Shor will stand for
re-election at the 2017 annual meeting of stockholders. Mr. Shor,
age 57, retired as Executive Vice PresidentAdvanced Metals
Operations Premium Alloys Operations of Carpenter Technology
Corporation on July 1, 2011 after a thirty-year career with
Carpenter Technology. He has been a director of Haynes
International, a publicly traded alloy manufacturing company
since 2012. In addition, in 2012 he served as a director of VIST
Financial, a publicly traded community bank. Mr. Shor will serve
as Chairman of the Companys Audit Committee and as a member of
the Compensation Committee and Nominating and Governance
Committee. Mr. Shor will participate in the Company’s standard
outside director compensation program. to this program, each
member of the Board who is not an employee of the Company
receives a $1,250 monthly retainer, $750 for each Board meeting
attended and $500 for each committee meeting attended. All fees
are paid in cash on a quarterly basis.

Mr. Shor will enter into the Company’s standard indemnification
agreement. He has also signed a conditional advance resignation
letter, that is triggered if certain events occur, including if a
gaming regulatory authority finds that he is not suitable as a
controlling person of the Company with respect to a gaming
regulatory license issued or issuable by such authority.

The Board has determined that Mr. Shor satisfies the definition
of independent director under the NYSE MKT listing standards.

Appointment of Anthony Tomasello as Officer

Effective November 30, 2016, Mr. Tomasello became the Companys
President and Interim Chief Executive Officer. Mr. Tomasello, age
56, was the Founder, Chief Executive Officer and President of
AGA, and has held such positions since its inception in 2006
until the closing of the Merger. Before starting AGA, Mr.
Tomasello founded and developed Par-4, Inc. a company focused on
the refurbishing of slot machines and related equipment. From
1986 to 1989, Mr. Tomasello was engaged as Technical Manager and
later Director of Slot Operations at Trump Castle in Atlantic
City, New Jersey. Prior to that Mr. Tomasello spent nine years
working in various positions in an Atlantic City casino including
Slot Technician, Slot Technical Manager Operations and Slot Shift
Manager.

Appointment of Robert Pickus as Chairman of the Board of
Directors

On December 1, 2016, the Board of Directors appointed Robert
Pickus as the Chairman of the Board. Mr. Pickus has served as a
member of the Board of Directors since September 2016.

Item 5.03Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Effective November 30, 2016, the Company amended its Amended and
Restated Bylaws to provide that the Chairman of the Board of
Directors shall not also be an officer of the Company. For
additional information regarding the amendment, refer to the full
text of the Third Amendment to Amended and Restated Bylaws, which
is attached as Exhibit 3.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.

Item8.01Other Events.

On December 1, 2016,the Companyissued a press release announcing
the closing of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Item 9.01Financial Statements and
Exhibits.

(a)Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a)(4) of Form 8-K, historic audited
financial statements required under this Item 9.01 will be filed
by amendment to this Current Report on Form 8-K no later than 71
days after the date this Report was required to be filed.

(b)Pro forma Financial Information.

In accordance with Item 9.01(b)(2) of Form 8-K, pro forma
financial information required under this Item 9.01 will be filed
by amendment to this Current Report on Form 8-K no later than 71
days after the date this Report was required to be filed.

(d)Exhibits.

About AG&E HOLDINGS INC. (NYSE:AG)

First Majestic Silver Corp. (First Majestic) is a mining company. The Company is engaged in the business of silver production, development, exploration, and acquisition of mineral properties with a focus on silver production in Mexico. The Company operates through eight segments: six segments located in Mexico, one retail market segment in Canada and one metal trading segment in Europe. Its segments in Mexico are Santa Elena, La Encantada, La Parrilla, Del Toro, San Martin and La Guitarra. Its segment in Canada is Coins and Bullion Sales, and Europe is Silver Sales. The Company owns and operates approximately six producing silver mines: the La Encantada Silver Mine, La Parrilla Silver Mine, Del Toro Silver Mine, San Martin Silver Mine, La Guitarra Silver Mine and Santa Elena Silver Mine. Its major products are precious and base metals concentrates, which are refined or smelted into pure silver, gold, lead and zinc and sold to global metal brokers.

AG&E HOLDINGS INC. (NYSE:AG) Recent Trading Information

AG&E HOLDINGS INC. (NYSE:AG) closed its last trading session down -0.07 at 9.59 with 6,773,626 shares trading hands.