Exhibit 10.11




 


 


 


 


 





 



 


 


1st
Amended and Restated


Operating
Agreement


of


EBGG-JV
LLC


An Oklahoma Limited Liability Company


 


Dated effective August 18, 2010


 


 





 



 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


1st AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


TABLE OF CONTENTS


 




	ARTICLE I  DEFINITIONS	1
	ARTICLE II  FORMATION, NAME, AND TERM	6
	2.1   Formation	6
	2.2   Name	6
	2.3   Articles of Organization.	6
	2.4   Term.	6
	ARTICLE III  BUSINESS	7
	3.1   Business of the Company	7
	3.2   Principal Place of Business	7
	3.3   Principal Place of Operations	7
	3.4   Registered Office and Registered Agent.	7
	3.5   Outside Activities.	7
	ARTICLE IV  INTERESTS	7
	4.1   Classes of Interests	7
	4.2   Certificates	8
	4.3   Interests; Initial Ownership	8
	4.4   Establishment and Designation of Series	8
	ARTICLE V  MANAGEMENT	10
	5.1   Management	10
	5.2   Number of Managers.	10
	5.4   Term of Managers	10
	5.6   Rights and Powers	10
	5.5   Authority of Managers	11
	5.7   Limitation on Duties and Liability of Members and Managers	11
	5.8   Indemnity.	12
	5.9   Resignation of Manager	14
	5.10   Removal of Manager	14
	5.11   Vacancies	14
	5.11   Officers	14
	ARTICLE VI  MEETINGS	16
	6.1   Member Meetings	16
	6.2   Board of Manager Meetings.	17
	ARTICLE VII  ACCOUNTING AND REPORTS	18
	7.1   Accounting Member; Books and Records	18
	7.2   Financial Statements	18
	7.3   Tax Returns	19
	7.4   Inspection of Records	19
	7.5   Company’s Method of Accounting and Fiscal Year	19



 






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	ARTICLE VIII  COMPENSATION AND AGREEMENTS	19
	8.1   Compensation	19
	8.2   Operation	19
	8.3   Related Party Agreements	19
	8.4   Employee Leasing Agreement	20
	ARTICLE IX  CAPITAL	20
	9.1   Initial Contributions to Company Capital	20
	9.2   Additional Required Contributions	20
	9.3   Payment of Operating Costs	21
	9.4   Withdrawal of Capital Contributions	21
	9.5   Return of Contributions	21
	ARTICLE X  NET PROFITS, NET LOSSES, AND DISTRIBUTIONS	21
	10.1   Sharing of Net Profits and Net Losses	21
	10.2   Qualified Income Offset	22
	10.3   Minimum Gain Chargeback	22
	10.4   Member Nonrecourse Deductions	22
	10.5   Current Distributions from Company	22
	10.6   Distributions	22
	10.7   Monthly Keep Whole Distributions	23
	10.8   Nonliquidating Distributions In Kind	24
	10.9   Restrictions on Distributions	24
	ARTICLE XI  DISSOLUTION	24
	11.1   Dissolution	24
	11.2   Liquidating Agent	24
	11.3   Payment of Debts	24
	11.4   Liquidating Distributions	25
	11.5   Termination of the Company	25
	ARTICLE XII  INCOME TAX ALLOCATIONS AND ELECTIONS	25
	12.1   Allocations	25
	12.2   Section 754 Election	25
	12.3   Allocations Upon Sale or Exchange	25
	12.4   Tax Matters Partner	26
	ARTICLE XIII  TRANSFER OF MEMBERSHIP INTERESTS	26
	13.1   Transfer	26
	13.2   Transfer of Interest by a Member	26
	13.3   Further Restrictions on Transfer	27
	13.4   Withdrawal of a Member	27
	ARTICLE XIV  ADMISSIONS OF SUBSTITUTE AND ADDITIONAL MEMBERS	27
	14.1   Admission of Substitute Members	27
	14.2   Admission of Additional Members	28
	ARTICLE XIV  TERMINATION OF JOINT ENTERPRISE	28
	15.1   Right of Early Termination	28
	15.2   Form of Termination	28
	15.3   Effect of Termination	29



 






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	ARTICLE XVI  RESOLUTION OF DISPUTES	29
	16.1   Resolution of Disputes	29
	16.2   Injunctive Relief	29
	16.3   Venue and Jurisdiction	30
	16.4   Service of Process	30
	16.5   Waiver of Jury Trial	30
	16.6   Waiver of Punitive Damages	30
	16.7   Legal Fees	30
	ARTICLE XVII  MISCELLANEOUS	30
	17.1   Amendment of Agreement	30
	17.2   Notices	30
	17.3   Applicable Law	31
	17.4   Counterparts	31
	17.5   Pronouns	31
	17.6   Further Assurances	31
	17.7   Severability	31
	17.8   Dates	31
	17.9   Headings	31
	17.10   Creditors	32
	17.11   Heirs, Successors and Assigns	32
	17.12   Waivers	32
	17.13   Rights and Remedies Cumulative	32
	17.14   No Partnership Intended for Nontax Purposes	32
	17.15   Estoppel Certificate	32
	17.16   Integration	32
	17.17   Survival of Terms	32
	17.18   Priority of Agreements	33


 




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1st AMENDED AND RESTATED


Operating
Agreement


of


EBGG-JV
LLC


 


(An Oklahoma Limited Liability Company)


 


THIS 1ST
AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made and entered into effective as of August
18, 2010 (the “Effective Date”), by and among those persons listed on Schedule A in order to form a limited
liability company under the Oklahoma Limited Liability Company Act.


 


ARTICLE
I

DEFINITIONS


 


Definitions.
Wherever used in this Agreement, each term defined in this Agreement shall have the meaning ascribed to it in this Agreement. Each
term that is defined in this Agreement in the singular shall include the plural of such term, and each term that is defined in
this Agreement in the plural shall include the singular of such term. The following terms when used herein shall have the meanings
indicated:


 


1.1 “Accounting
Period” shall mean the calendar year.


 


1.2 “Adjusted
Capital Account” means, as of any day, a Member’s total Capital Account as adjusted by the credits and debits
described in the definition of Capital Accounts provided in Section 1.8.


 


1.3 “Accounting
Member” shall mean the GGS Member with duties and authorities as more fully described in Section 7.1.


 


1.4 “Act”
shall mean the Oklahoma Limited Liability Company Act, as amended from time to time.


 


1.5 “Affiliate”
of a Person shall mean (i) any other Person which, directly or indirectly, owns, controls, or holds with power to vote 20% or more
of the outstanding voting securities of such Person; (ii) any other Person 20% or more of whose outstanding voting securities are
directly or indirectly owned, controlled, or held with power to vote, by such Person; (iii) any other Person directly or indirectly
controlling, controlled by, or under common control with such Person; (iv) any officer, director, manager or partner of such Person;
and (v) if such Person is an officer, director, manager or partner of a Person, any Person for which such Person acts in any such
capacity.


 


1.6 “Articles
of Organization” shall mean the Articles of Organization for the Company filed with the Oklahoma Secretary of State,
as may be hereafter amended, restated, modified or supplemented from time to time.


 









    
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1.7 “Assignee”
shall mean a Person to whom one or more Interests have been Transferred, by Transfer or assignment or otherwise, in a manner permitted
under this Agreement, and who has agreed to be bound by the terms of this Agreement but who has not become a Substitute Member.


 


1.8 “Board
of Managers” or “Board” shall mean the committee of Managers as described in Section 5.1.


 


1.9
“Capital Accounts” shall mean the accounts established on the books of the Company with respect to each Member,
as described in Article VII, which shall be credited with (i) the Capital Contribution of the Member, (ii) the Member’s
distributive share of Net Profits, (iii) the amount of the Company’s liabilities assumed by the Member (or which are secured
by the Company’s property distributed to the Member), and (iv) any items in the nature of income or gain that are specially
allocated pursuant to Sections 10.2, 10.3, or 10.4 hereof. In addition, the Capital Account of each Member
shall be debited with (a) the amount of cash and the fair market value of any Company property distributed to the Member pursuant
to any provision of this Agreement (net of liabilities securing the distributed property that the Member is considered to assume
or take under Section 752 of the Code), (b) any item in the nature of expenses or losses specially allocated to the Member under
this Agreement (except as provided in Section 704(c)(1)(A) of the Code and Treasury Regulation Section 1.704-1(b)(2)(iv)(d)(3)),
and (c) the Member’s distributive share of Net Losses.


 


In the event the Company
Basis of Company assets is adjusted in accordance with the provisions of this Agreement, the Capital Accounts of all Members shall
be adjusted simultaneously to reflect the aggregate net adjustment as if the Company recognized gain or loss on such assets equal
to the amount of the aggregate net adjustment.


 


In all events, and
notwithstanding anything contained in this Agreement which might otherwise produce a conflicting result, Capital Accounts shall
be maintained and adjusted in accordance with the provisions of Treasury Regulation Section 1.704-1(b) (2)(iv). In the event an
interest in the Company is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital
Account of the transferor to the extent related to the Transferred interest, and to the extent such succession is necessary to
maintain the Capital Accounts in compliance with applicable Treasury Regulations.


 


For Capital Account
purposes, any loans or advances by the Members to the Company shall not be considered Capital Contributions (as hereinafter defined)
to the Company but shall be considered Company liabilities.


 


1.10 “Capital
Contributions” shall mean either the amount of cash, and fair market value of debt securities or promissory notes payable,
property or services contributed to the capital of the Company by the Members (net of liabilities securing the contributed property
that the Company is considered to assume or take subject to under Section 752 of the Code). The Capital Contribution of each Member
shall be referred to herein as that Member’s “Capital Contribution.”


 


1.11 “CEO”
shall have the meaning given in Section 5.11.


 






    
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1.12 “Code”
shall mean the Internal Revenue Code of l986, as amended.


 


1.13 “Company”
shall mean EBGG-JV LLC formed pursuant to this Agreement and doing business under the same name.


 


1.14 “Company
Basis” shall mean, in the case of an asset contributed by a Member to the Company, the fair market value of the asset
on the date of contribution, as reasonably determined by the contributing Member and all of the Managers, less Depreciation thereafter
taken with respect thereto, if any, and in the case of any other asset, its adjusted basis for federal income tax purposes; provided,
however, the Company Basis of all Company assets shall be adjusted to equal their respective fair market values, as determined
by all of the Managers, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a minimal Capital Contribution; (b) the distribution by the Company of more than a minimal amount
of Company property other than money, unless all Members receive simultaneous distributions of undivided interests in the distributed
property in proportion to their interests in the Company; and (c) the termination of the Company for federal income tax purposes
pursuant to Section 708(b) (1) (B) of the Code. In the event the Company Basis of an asset has been adjusted as provided in the
preceding sentence, such Company Basis shall thereafter be adjusted by the Depreciation taken into account with respect to such
asset.


 


1.15 “Deficit
Member” shall have the meaning given in Section 10.1.


 


1.16 “Depreciation”
shall mean, for each Accounting Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable
for federal income tax purposes with respect to an asset for an Accounting Period, except that if the Company Basis of an asset
differs from its adjusted basis for federal income tax purposes at the beginning of an Accounting Period, then the depreciation,
amortization or cost recovery deduction with respect to the asset shall be an amount which bears the same ratio to the beginning
Company Basis as federal income tax depreciation, amortization or other cost recovery deduction for the Accounting Period bears
to the beginning adjusted tax basis.


 


1.17 “Adjusted
EBITDA” shall have the meaning given in Section 7.5.


 


1.18 “Encumbrance”
shall mean any lien, pledge, encumbrance, collateral assignment or hypothecation; provided that any lien, pledge, encumbrance,
collateral assignment or hypothecation granted to a federally insured entity in the business of lending shall not be deemed to
be an Encumbrance.


 


1.19 “GGS
Member” shall mean Global Gaming RP, LLC, an Oklahoma limited liability company.


 


1.20 “GGS
Monthly Keep Whole” shall mean an agreed upon amount attributable to a given calendar month as set forth on Schedule
10.7 intended to compensate the GGS Member for the seasonally adjusted distributable net cash flow from its prior food and
beverage sales which have been displaced by the business of the Company. That amount is agreed to be $300,000 annually and the
GGS Monthly Keep Whole shall be as set forth on Schedule 10.7 as it may be amended from time to time by the Managers. .


 






    
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1.21 “Indemnitee”
shall have the meaning given in Section 5.7(a).


 


1.22 “Interest”
shall mean the membership interests issued to the Members pursuant to this Agreement, and any security which such membership interest
may be issued in exchange for, as a distribution on, or in replacement or upon conversion of, or otherwise issued in respect of
(including securities issued in a distribution, split or recombination or pursuant to the exercise of preemptive rights).


 


1.23 “Majority
in Interest of Members” shall mean those Members holding in excess of fifty percent (50%) of the Interests.


 


1.24 “Majority
of Managers” means a simple majority of the Managers.


 


1.25 “Manager”
or “Managers” shall be those persons elected to manage the Company pursuant to Article V.


 


1.26 “Mandatory
Provisions” shall mean the provisions of the Act that cannot be altered by the agreement of the members of a limited
liability company that is subject to the Act.


 


1.27 “Members”
shall initially be those members listed on Schedule A and such other persons who become Members according to the provisions
of this Agreement and the Act.


 


1.28 “Member
Non-Recourse Debt” shall have the meaning accorded “partner non-recourse debt” in Treasury Regulation Section
1.704-2(b)(4).


 


1.29 “Member
Non-Recourse Deductions” shall have the meaning accorded “partner nonrecourse deductions” in Treasury Regulation
Section 1.704-2(i)(2).


 


1.30 “Net
Cash Flow” shall mean the amount, if any, by which cash funds provided from operations of the Company including proceeds
from the sale or refinancing of Company assets, exceed Operating Costs.


 


1.31 “Net
Profits and Net Losses” for each Accounting Period, an amount equal to the Company’s taxable income or loss for
the Accounting Period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Code Section 703 (a)(1) shall be included in taxable income or loss), with
the following adjustments:


 


(i) income
and gain exempt from tax and income and gain described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g) shall be added to such
income or loss, but income and gain described in Treasury Regulation Section 1.704-1(b)(4)(i) shall be excluded;


 


(ii) losses
and deductions (or items thereof) described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), shall be included in determining
such income or loss, but losses or deductions (or items thereof) described in Treasury Regulation Section 1.704-1(b)(4)(i) shall
be excluded;


 






    
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(iii) any
expenditure of the Company described in Section 705 (a)(2)(B) of the Code or treated as a Code Section 705(a)(2)(B) expenditure
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) shall be subtracted from such taxable income or loss;


 


(iv) gain
or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income
tax purposes shall be computed by reference to the Company Basis of the property disposed of, notwithstanding that the adjusted
tax basis of such property differs from its Company Basis;


 


(v) in lieu
of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Accounting Period, computed in accordance with Section 1.20 hereof;
and


 


(vi) items
of income or gain which are specially allocated pursuant to Sections 10.2, 10.3 or 10.4 shall not be taken
into account in computing Net Profits or Net Losses.


 


1.32 “Nonrecourse
Deductions” shall have the meaning set forth in Treasury Regulation Section 1.704-2(b)(1).


 


1.33 “Nonrecourse
Debt” shall have the meaning set forth accorded “nonrecourse liability” in Treasury Regulation Section 1.752-1(a)(2).


 


1.34 “Notice
of Termination” shall have the meaning set forth in Section 15.1.


 


1.35 “Officer”
or “Officers” shall be those persons appointed and delegated authority by the Managers the Company as provided
in Section 5.11.


 


1.36
“Operating Costs” shall mean all costs and expenses paid by the Company during an Accounting Period, including,
but not limited to, taxes, capital expenditures and debt service.


 


1.37 “OPS
Member” shall mean RP Ops, LLC, an Oklahoma limited liability company.


 


1.38 “OPS
Investment” shall mean an amount, not to exceed $100,000.00, actually expended by the OPS member for start-up costs for
the Henry Hudson’s Pub and Coach’s, including the hiring and training of the management team and employees for the
concepts managed by the Company.


 


1.39 “OPS
Monthly Keep Whole” for any given calendar month shall mean an amount equal to the GGS Monthly Keep Whole for that month.


 


1.40 “Optional
Provisions” shall mean the optional provisions of the Act that can be altered by the agreement of the members of a limited
liability company that is subject to the Act.


 


1.41 “Outside
Activities” shall have the meaning specified in Section 3.4.


 






    
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1.42 “Related
Party Agreements” shall have the meaning specified in Section 8.3.


 


1.43 “Person”
shall mean a natural person, corporation, general partnership, limited partnership, association (if a legal entity), limited liability
company, limited liability limited partnership, trust, or other legal entity, whether acting in an individual, fiduciary or other
capacity.


 


1.44 “Principal
Owner” shall mean the majority owner of any of the beneficial, equity, stock, or membership interest of a corporation,
partnership or limited liability company which is a Member.


 


1.45 “Sharing
Ratio” shall mean for a particular Member owning an Interest, a fraction, the numerator of which is the percentage of
Interests owned by such Member, and the denominator of which is the total percentage of Interests owned by all Members.


 


1.46
“Substitute Member” shall mean a person who has satisfied all Transfer requirements of Article XIII and
XIV.


 


1.47 “Termination
Date” shall have the meaning given in Section 15.2.


 


1.48 “Transfer”
and any variants thereof with respect to an Interest shall have the meaning given in Section 13.1.


 


ARTICLE
II

FORMATION, NAME AND TERM


 


2.1 Formation.
The Company was formed on July 22, 2010, and is subject to this Agreement. The Members agree to be members in a limited liability
company under the provisions of this Agreement and the Act, and hereby ratify, confirm, and approve the formation of the Company
pursuant to the Act and the filing of the Articles of Organization at the office of the Secretary. From and after the date of this
Agreement, the rights and obligations of the Members and the affairs of the Company shall be governed first by the Mandatory Provisions,
second by the Articles of Organization, third by this Agreement, and fourth by the Optional Provisions. In the event of any conflict
among the foregoing preferences, the conflict shall be resolved in the order of priority set forth in the immediately preceding
sentence.


 


2.2 Name.
The name of the Company shall be EBGG-JV LLC.


 


2.3 Articles
of Organization. The Company has filed the Articles of Organization as required by the Act and shall do all other things requisite
to the organization and continuation of a limited liability company under the Act.


 


2.4 Term.
The term of this Agreement, which commenced upon the adoption of this Agreement by the Members, shall be perpetual, unless sooner
terminated in the manner provided herein or by operation of law.


 






    
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ARTICLE
III

BUSINESS


 


3.1 Business
of the Company. The purposes of the Company shall be to:


 


(a) manage,
provide, or contract for food and beverage service at Remington Park and its associated facilities,


 


(b) do
any and all things necessary or incident to the foregoing; and


 


(c) engage
in any other lawful act or activity for which limited liability companies may be organized under the Act, as now in effect or as
hereafter amended, subject to the approval of a Majority in Interest of Members.


 


3.2 Principal
Place of Business. The principal place of business of the Company shall be located at 1101 W Waterloo Road, Edmond, Oklahoma
73025, or such other place as may be designated and approved from time to time by the Managers. At the principal place of business,
the Company shall keep: (a) a current list of the full name and last known business address of each Member and Manager; (b) copies
of records that would enable a Member to determine the relative voting rights of the Members, if needed; (c) a copy of the Articles
of Organization and any amendments to the Articles; (d) copies of the Company’s federal, state and local income tax returns
and reports, if any, from inception; and (e) a copy of this Agreement and any amendments thereto.


 


3.3 Principal
Place of Operations. The principal place of operations of the Company shall be at Remington Park, One Remington Place, Oklahoma
City, OK 73111. At the principal place of operations, the Company shall keep (a) copies of its financial books and records and
(b) copies of any financial statements of the Company from inception.


 


3.4 Registered
Office and Registered Agent. The Company’s registered office shall be located at 1101 W. Waterloo Road, Edmond, Oklahoma
73025, and the registered agent at such address shall be William C. Liedtke III, until changed by a vote of the Managers.


 


3.5 Outside
Activities. Each Member, Manager and Officer may have business interests and engage in business activities in addition to those
relating to the Company and its related entities (“Outside Activities”) and neither the Company, nor the other
Member or Managers shall have any rights by virtue of this Agreement, or the relationship contemplated herein, in the Outside Activities
of such Member, Manager or Officer. Should the Company enter into a separate agreement with any Member, Manager or Officer, such
as a consulting or employment agreement which addresses the issue of Outside Activities, non-competition or confidentiality, the
terms of such other agreement shall control over this provisions of this Section 3.5.


 


ARTICLE
IV

INTERESTS


 


4.1 Classes
of Interests. The Company shall be authorized to issue one (1) class of Interests in the Company.


 






    
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4.2 Certificates.
The Company may issue certificates representing ownership of the Interests. Each certificate shall be signed by one or more Managers
of the Company. Interests may also be indicated on the books of the Company without the issuance of certificates.


 


4.3 Interests;
Initial Ownership. The Company shall initially issue Interests to the Members in accordance with their Sharing Ratios indicated
on Schedule A for the amounts stated. Each Member shall be entitled to one (1) vote for each Interest it owns.


 


4.4 Establishment
and Designation of Series. Subject to the approval of Members holding 80% of the Interests, the Board, at any time and
from time to time, may authorize the division of Members and Interests into two or more series (“Series”) and
the division of any existing or new Series into two or more classes (“Classes”). Any such authorization shall
(i) establish and designate, and fix and determine the relative rights, powers, privileges, preferences and duties of the Series
or Class (including, without limitation, voting rights, distribution rights, transfer restrictions, conversion rights and redemption
rights) so authorized; (ii) set forth the purposes, powers, policies, restrictions and limitations of the Series so authorized;
(iii) be effective as of the date specified therein; and (iv) be incorporated herein by reference.


 


(a)  Assets
and Liabilities Associated with Series. Should separate Series of Members and Interest be established pursuant to this Section
4.4, the Managers shall cause the Company to maintain separate and distinct records for each Series and shall cause the assets,
debts, liabilities, obligations, expenses, profits and losses associated with any such Series to be held and accounted for separately
from the other assets, debts, liabilities, obligations, expenses, profits and losses of the Company or any other Series.


 


(1)  All
consideration received by the Company for the issue or sale of Interests of a particular Series together with all Company assets
in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any capital
proceeds received by the Company from a capital transaction involving such assets, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable tax
laws. In the event that there are any Company assets, or any income, earnings, profits, and proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular Series, the Managers shall allocate them among any one or more
Series in such manner and on such basis as a Majority of Managers, in their sole discretion, deem fair and equitable. Each such
allocation by the Managers shall be conclusive and binding upon the Members and any interest holders of all Series and Classes
for all purposes.


 


(2)  All
liabilities, expenses, costs, charges and reserves of the Company which are readily associated with a particular Series shall be
charged against the assets associated with that Series, and any liabilities, expenses, costs, charges and reserves of the Company
that are not readily associated with a particular Series shall be allocated and charged by the Managers to, between or among any
one or more of the Series, in such manner and on such basis as the Board, in its sole discretion, deem fair and equitable. Each
such allocation by the Board shall be conclusive and binding upon the Members and interest holders of all Series and Classes for
all purposes.


 






    
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(3)  The
debts, liabilities, obligations and expenses incurred by, contracted for or otherwise existing with respect to a particular Series
shall be enforceable against the assets associated with that Series only, and not against the assets associated with any other
Series (or against the assets of the Company generally). The Board shall cause notice of this limitation on inter-series liabilities
to be set forth in the Articles of Organization of the Company (whether originally or by amendment) to be filed in the Office of
the Oklahoma Secretary of State pursuant to the Act. All Persons who extend credit to (or with respect to) a particular Series,
or who contract with (or with respect to) or have a claim against a particular Series, may look only to the assets associated with
that Series for repayment of such credit of to enforce or satisfy any such contract or claim.


 


(4)  Subject
to Section 4.4(f) of this Agreement and notwithstanding Article X of this Agreement, the holders of Interests in
one Series shall be entitled to distributions, whether interim or upon dissolution and winding up of a given Series or the Company,
only out of the assets and proceeds associated with that Series and shall not be entitled to receive any distributions out of,
and shall have no rights or interests with regard to, the assets or proceeds associated with any other Series.


 


(b)  Purposes
of Series. Unless otherwise limited by the authorization creating the Series, the purpose of any Series created hereunder shall
be as set forth in Section 3.1 of this Agreement.


 


(c)  Management
of Series. The Board shall manage the business and affairs of all Series and are authorized to appoint officers, employees
and agents to provide services exclusively for one or more Series.


 


(d)  Transferability.
Members in a Series and all holders of Interest in a Series shall be subject to the restrictions set forth in Articles XIII,
XIV and XV of this Agreement.


 


(e)  Voting
Rights. Unless otherwise provided in the authorization creating the Series and except as set forth in this Section 4.4,
the rights, powers, privileges, limitations, and restrictions, including voting rights, of the Members of a particular Series shall
be as otherwise set forth in this Agreement; provided, however, that in no event shall Members of a Series be entitled to vote
with respect to any matter that does not affect any interest of such Series.


 


(f)  Dissolution
of Series. Any given Series may be dissolved and its affairs wound up without causing a dissolution of the Company. Upon the
dissolution of a Series pursuant to this Section 4.4(f), the Board shall wind up the affairs of the dissolved Series. Upon
dissolution and winding up of the Series, the Board shall provide for claims and obligations of the Series as provided in Article
XI.


 






    
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ARTICLE
V

MANAGEMENT


 


5.1 Management.
Subject to limitations of the Articles of Organization, this Agreement and the laws of the State of Oklahoma as to any actions
to be authorized or approved by the Members, (a) all power to conduct business and affairs of the Company shall be exercised by
or under the authority of, and the business and affairs of the Company shall be managed and conducted by, the Board of Managers
and (b) the Board shall have full and complete authority and discretion to make any and all decisions concerning the business.
A Manager may, but need not, be a Member of the Company, or an employee or affiliate of a Member of the Company. All decisions
of the Board of Managers shall be made by a Majority of the Managers.


 


5.2 Number
of Managers. The number of Managers shall be one (1) or more. As of the Effective Date and until changed by a Majority in Interest
of Members, the number of Managers shall be four (4). The initial Managers shall be: John Elliott, Greg Pittman, Jim Burke and
Brad Grow.


 


5.3 Term
of Managers. Managers shall serve until a successor or successors are duly elected and have qualified, or until their earlier
resignation or removal.


 


5.4 Rights
and Powers. The Board shall, without limiting the generality of Section 5.1, but subject to the restrictions and limitations
set forth in this Agreement, have the following rights and powers:


 


(a) To
prescribe such powers and duties for Managers as are not inconsistent with applicable law, the Articles of Organization or this
Agreement, and fix their compensation (if any);


 


(b) To
select and remove all Officers, agents and employees of the Company, fix their compensation (if any), delegate and prescribe such
powers and duties for them as may not be inconsistent with applicable law, with the Articles of Organization or this Agreement
and to confer upon any Officer of the Company the power to appoint, remove and suspend subordinate officers and agents;


 


(c) To
designate any place within or without the State of Oklahoma for the holding of any Members’ meeting or meetings;


 


(d) To
borrow money and incur indebtedness in the ordinary course of business of the Company for necessary business operations, and to
cause to be extended and delivered therefor, in the Company name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt;


 


(e) To
propose the annual budgets of the Company and its Affiliates;


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	10	 



     


    

 


(f) To
establish limits, coverages and terms of insurance as the Managers deem advisable, including liability insurance for the protection
of the Company, the Members and the Managers;


 


(g) To
invest Company funds; and


 


(h) To
do any and all things necessary, advisable or convenient to carry on the business of the Company and to pursue the goals and objectives
of the Company.


 


5.5 Authority
of Managers. The Board shall exercise control over all aspects of Company’s business and affairs. Each Manager shall
have one (1) vote and actions of the Board shall be made by a Majority of Managers. Other than in the capacity as an Officer of
the Company pursuant to Section 5.11 or as expressly authorized by the Board, no single Manager has the authority or power
to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures or incur
any obligations on behalf of the Company or authorize any of the foregoing.


 


5.6 Limitation
on Duties and Liability of Members and Managers.


 


(a) Except
as otherwise limited in the Act, this Agreement or other written agreement between or among the Company and the Members, the only
duties the Members and Managers owe to the Company or its Members are the duties of care and loyalty, and limited to those duties
as they are specifically set forth in Section 409 (Standards of Conduct For Members And Managers) of the Revised Uniform Limited
Liability Company Act, as approved and recommended for enactment in all states in 2006 by the National Conference of Commissioners
on Uniform State Laws notwithstanding . The scope of the duties of the Members and Managers shall not be expanded therefrom by
application of the law of agency to this Agreement or to the rights and duties of the Members and Managers generally.


 


(b) No
Manager or Officer shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager
or an officer; provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager or an Officer:
(i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Members; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of the law; and (iii) for any transaction from
which the Manager or Officer derived an improper personal benefit.


 


(c) A
Member or Manager does not violate a duty or obligation under this Agreement to the Company or other Members merely because its
conduct furthers its own interest or the interest of its Affiliates. So long as a profit or benefit is not improper, no Manager
shall not be required to hold or account to the Company or the Members as a trustee for any profit or benefit derived by it or
its Affiliates arising from transactions in the ordinary course of business with the Company, provided such related party transactions
are noted as such in the books and records of the Company and are disclosed to the Members on reasonably prompt basis. Common or
interested Managers may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes
a contract or transaction.


 






    
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(d)  A
Manager shall be entitled to rely on any information, opinion, report, or statement set forth in Section 2016.2 of the Act, unless
the Manager has knowledge which would cause that reliance to be unwarranted.


 


(e) A
Manager is not liable for any action taken as a Manager or any failure to take any action, if the Manager has performed the duties
of the office in compliance with the business judgment rule as applied to directors and officers of a corporation.


 


(f) All
of the Members may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise
would have violated the duty of loyalty or care.


 


(g)  This
Section 5.6 may be only be amended pursuant to written consent in accordance with Section 17.1 that specifically
states that it is intended to modify Section 5.6 of this Agreement.


 


5.7 Indemnity.


 


(a) Company
Indemnity. To the maximum extent permitted by law, the Company shall indemnify and hold harmless all Members, Managers, Officers,
and Principal Owners of Members and their respective managers, directors, and officers (each, an “Indemnitee”)
from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including
attorneys’ fees and disbursements), judgments, fines, settlements, penalties and other expenses actually and reasonably incurred
by the Indemnitee in connection with any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative
or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, by reason of the
fact that the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that the
Indemnitee is or was a Member(or a manager, director, or officer thereof), Principal Owner of a Member (or a manager, director,
or officer thereof), Manager or Officer of the Company, arising out of or incidental to the business of the Company, provided:
(i) the Indemnitee’s conduct did not constitute willful misconduct or recklessness; (ii) the action is not based on breach
of this Agreement; (iii) the Indemnitee acted in good faith and in a manner he or it reasonably believed to be in, or not opposed
to, the best interests of the Company and within the scope of such Indemnitee’s authority; and (iv) with respect to a criminal
action or proceeding, the Indemnitee had no reasonable cause to believe his or its conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall
not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to
that specified above.


 






    
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(b)  Good
Faith Defined. For purposes of any determination under Section 5.7(a), a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such
person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied
to such person by the Managers or Officers of the Company or another enterprise in the course of their duties, or on the advice
of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another
enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the
Company or another enterprise. The term “another enterprise” as used in this Section 5.7(b) shall mean any corporation,
limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is
or was serving at the request of the Company as a director, officer, manager, employee or agent. The provisions of this Section
5.7(b) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Section 5.7(a).


 


(c) Advancement
of Expenses. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this
Section 5.7 may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall
ultimately be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 5.7.


 


(d) Non-Exclusivity.
The indemnification provided by this Section 5.7 shall be in addition to any other rights to which the Indemnitee may be
entitled under any agreement or vote of the Members, as a matter of law or equity, or otherwise, and shall inure to the benefit
of the successors, assignees, heirs, personal representatives and administrators of the Indemnitee.


 


(e) Insurance.
The Company may purchase and maintain insurance, at the Company’s expense, on behalf of any Indemnitee against any liability
that may be asserted against or expense that may be incurred by an Indemnitee in connection with the activities of the Company
regardless of whether the Company would have the power to indemnify such Indemnitee against such liability under the provisions
of this Agreement.


 


(f)
Contractual Rights. Without the necessity of entering into an express contract, the rights conferred upon Indemnitees under
this Section 5.7 with respect to indemnification and the advancement of expenses shall be deemed to be contractual rights
upon which the Indemnitees are presumed to have relied in determining to serve or to continue to serve in their capacity with the
Company. The rights provided in this Section 5.7 shall be effective and legally enforceable to the same extent and as if
provided for in a contract between the Company and each Indemnitee. Any amendment to or repeal of this Section 5.7 shall
not adversely affect the rights of indemnification provided in this Section 5.7 with respect to any acts or omissions of
an Indemnitee occurring prior to such amendment or repeal.


 






    
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(g) Survival.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.7 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to be a Member, Manager, Officer, or Principal Owner
of a Member, or as a manager, director, or officer thereof and shall inure to the benefit of the heirs, executors and administrators
of such a person.


 


5.8 Resignation
of Manager. Any Manager may resign at any time by giving written notice to the Company. The resignation of any Manager shall
take effect upon the receipt of notice or at such time as shall be specified in the notice. The acceptance of the resignation shall
not be necessary to make it effective.


 


5.9 Removal
of Manager. A Manager may be removed at any time, with our without cause, by a Majority in Interest of Members.


 


5.10 Vacancies.
Vacancies in positions of Managers may be filled by Majority in Interest of Members, even if there is only one remaining Manager,
and the Managers so chosen shall hold office until the until the next election of Managers, and until their successors have been
duly elected and have qualified, or until their earlier resignation or removal; provided, however, that two of the Managers shall
be nominated by the OPS Member and the other two Managers shall be nominated by the GGS Member.


 


5.11 Officers.


 


(a) The
Board may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s
business (subject to the supervision and control of the Board) who may be designated as Officers of the Company, including a Chairman
of the Board, a President and Chief Executive Officer, Chief Financial Officer, one or more Vice Presidents, a Secretary, a Chief
Financial Officer, and any other officers with such titles, powers, and duties as shall be determined by the Board. Nothing set
forth in the creation of offices, the appointment of Officers or the delegations of authority to Officers shall in any way be construed
to diminish the ultimate authority of the Managers to manage the business and affairs of this Company; provided, however, any person
dealing with an Officer of the Company shall be entitled to rely on the authority of such Officer to the extent delegated by an
action of the Board


 


(b) Each
Officer and agent shall hold office for the term for which he is elected or appointed and until his successor has been elected
or appointed and qualified. Any number of offices may be held by the same person, unless otherwise prohibited by law. An Officer
need not be a Member or Manager, except in the case of the Chairman of the Board who must be a Manager.


 


(c) Any
Officer or agent elected or appointed by the Board may be removed by the Board whenever in the Board’s judgment the best
interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an Officer or agent shall not of itself create contract or employment rights.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	14	 



     


    

 


(d) Any
vacancy occurring in any office of the Company may be filled by the Board. In its discretion, the Board may choose not to fill
any office for any period as it may deem advisable.


 


(e) Officers
shall have such authority and perform such duties in the management of the Company as are provided in this Agreement or as may
be determined by resolution of the Board not inconsistent with this Agreement.


 


(f) The
compensation, if any, of Officers and agents shall be fixed from time to time by the Board; provided, that the Board may by resolution
delegate to any one or more Officers of the Company the authority to fix such compensation. 


 


(g) The
Officers of the Company shall have the following authorities and duties, except as specified otherwise by the Board:


 


i.
Chairman of the Board. At the initial meeting of the Board or whenever a vacancy exists, the Board shall elect from their
number a Chairman of the Board of Managers. The Chairman shall preside at all meetings of the Board and shall perform such other
duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and
duties as the Board may designate from time to time.


 


ii.  President
and Chief Executive Officer (“CEO”). The CEO shall have general and active management of the business of
the Company in the ordinary course of its business with all such powers with respect to such general management and control as
may be reasonably incident to such responsibilities, and shall see that all orders and resolutions of the Board and of the committees
thereof are carried into effect. The CEO shall have authority, which he may delegate, to execute certificates of stock, bonds,
deeds, powers of attorney, mortgages and other contracts unless required by law to be otherwise signed and executed and unless
the signing and execution thereof shall be expressly and exclusively reserved by the Board or delegated by the Board to some other
officer or agent of the Company. The CEO shall be subject to the supervision of the Board, and shall have the power to employ,
discharge, or suspend employees and agents of the Company, to fix the compensation of employees and agents, and to suspend, with
or without cause, any Officer of the Company pending final action by the Board with respect to continued suspension, removal, or
reinstatement of such Officer.


 


iii. Vice
Presidents. Each Vice President shall generally assist the CEO and shall have such powers and perform such duties and services
as shall from time to time be prescribed or delegated to him by the Board or the CEO.


 






    
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iv. Secretary.
The Secretary shall attend all meetings of the Board and shall maintain minutes of all Member
and Board meetings or consents in lieu of such minutes in the Company’s minute books and records, and shall cause notice
of such meetings to be given when requested by any person authorized to call such meetings. The Secretary shall have charge of
the books, records, and papers of the Company as the Board may direct, all of which shall at all reasonable times be open to inspection
by any Member at the office of the Company during business hours. The Secretary shall perform such other duties as may be prescribed
by the Board or as may be delegated from time to time by the CEO. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.


 


ARTICLE
VI

MEETINGS


 


6.1 Member
Meetings.


 


(a) General.
Actions and decisions requiring the approval of the Members may be authorized or made by vote of the requisite percentage in interest
of Members, provided for in Section 6.1(d), taken at a meeting of the Members, or by written consent of the requisite percentage
in interest of Members, as provided for in Section 6.1(d), without a meeting, as permitted herein. An annual meeting of
Members may be held for the purpose of electing Managers, to review the activities of the Company, and for other proper purposes.


 


(b) Meetings.
Meetings of Members may be called by the Board or a Majority in Interest of Members. Meetings may be called to consider approval
of an action or decision under any provision of this Agreement by delivering to each Member notice of the time, place and purpose
of the meeting at least seven (7) days before the day of the meeting; provided, that a Member may waive the requirement
of notice of a meeting either by attending the meeting or executing a written waiver before or after the meeting.


 


(c) Quorum.
A Majority in Interest of Members, present in person or by proxy, shall constitute a quorum for the transaction of business at
all meetings of the Members.


 


(d) Voting.
Except where a specified percentage in interest of Members is required in this Agreement, all matters shall be decided by a Majority
in Interest of Members in person or by proxy. Unless otherwise provided by applicable law, no proxy shall be voted after six months
from its date. Departing Members shall not be entitled to receive notices, vote, call meetings or act as proxies.


 


(e) Action
by Written Consent. Any action required or permitted to be taken at a meeting of the Members may instead be taken without a
meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by
a percentage in interest of the Members having not less than the minimum percentage which would be necessary to authorize or take
such action at a meeting at which all Members entitled to vote thereon were present and voted. The Managers may fix, in advance,
the record date for determining the Members entitled to express consent to action in writing without a meeting. Prompt notice of
the taking of action without a meeting by less than unanimous written consent shall be given to those Members who have not consented
in writing.


 






    
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(f) Presence
at Meeting. Members may participate in a meeting of the Members by means of a telephone conference or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and such participation shall be deemed
presence in person at such meeting.


 


(g) Records
of Meetings. The Company shall maintain permanent records of all actions taken by the Members, including minutes of Company
meetings, copies of actions taken by consent of the Members and copies of proxies.


 


6.2 Board
of Manager Meetings.


 


(a) General.
Actions and decisions requiring the approval of the Managers shall be authorized or made either by vote of the requisite number
of Managers taken at a meeting of the Board of Managers, or by written consent without a meeting, as permitted in this Agreement.
Semi-annual meetings of the Board shall be held in February and August of each year to review the activities of the Company and
for other proper purposes.


 


(b) Meetings.
Meetings of the Board may be called by one (1) or more Managers. Meetings may be called to consider approval of an action or decision
under any provision of this Agreement by delivering to each Manager notice of the time, place and purpose of the meeting at least
seven (7) days before the day of the meeting; provided, that a Manager may waive the requirement of notice of meeting either
by attending the meeting or executing a written waiver before or after the meeting.


 


(c) Action
by Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting,
without prior notice and without a vote, if consent in writing, setting forth the action so taken, shall be signed by a Majority
of Managers, and such written consent is filed with the minutes of the proceedings of the Board.


 


(d) Presence
at Meeting. Managers may participate in a meeting of the Board by means of a telephone conference or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and such participation shall be deemed
presence in person at such meeting.


 


(e) Records
of Meetings. The Company shall maintain permanent records of all actions taken by the Managers, including minutes of meetings
of the Board and copies of actions taken by consent of such Managers.


 






    
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ARTICLE
VII

ACCOUNTING AND REPORTS


 


7.1 Accounting
Member; Books and Records. The GGS Member shall serve as the “Accounting Member” of the Company and shall
generally perform all duties usually pertaining to the office of the chief accounting officer of a corporation and in that capacity
it shall report to the Board. The Accounting Member shall render the Board and the CEO an account of all transactions and the financial
condition of the Company. The Accounting Member shall have care and custody of all monies, funds and securities of the Company,
including the power to endorse for deposit or collection or otherwise all checks, drafts, notes, payable to the Company and shall
deposit or cause to be deposited all such funds in and with such depositories as the Board shall from time to time direct, or as
shall be selected in accordance with procedures established by the Board.


 


The Accounting Member
shall have active control of and shall be responsible for:


 


(a) All
matters pertaining to the preparation of the Company’s


 


i. Cash
receipts and disbursement journal


 


ii. Accounts
payable journal


 


iii. Accounts
receivable journal


 


iv. Payroll
journal and preparation of payroll


 


v. General
ledger


 


vi. Monthly
and annual financial statements


 


A. Balance
sheet


 


B. Income
statement


 


C. Cash
flow statement


 


(b) Collection,
reporting and remittance of sales tax, mixed beverage tax and (to the extent applicable) income tax;


 


(c) Collection,
reporting and remittance (whether directly or through the Employee Leasing Agreement) of all employment taxes and related charges,
including federal and state unemployment taxes, federal and state withholding taxes, worker’s compensation premiums, garnishments,
liens and other statutorily or court ordered payments thereon; and


 


(d) Internal
control policies and procedures of the Company.


 






    
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7.2 Financial
Statements. The Accounting Member shall furnish the Board and the Members with unaudited financial statements consisting of
a statement of assets and liabilities of the Company together with a statement of revenues and expenditures on a periodic basis,
but not less than quarterly. In addition, on or before January 31 of each year, the Accounting Member shall furnish the Board,
Tax Matters Partner and the Members annual unaudited financial statements consisting of a statement of assets and liabilities of
the Company reflecting the financial condition of the Company as of the last day of such preceding year, together with a statement
of revenues and expenditures reporting the results of operations for the preceding year. The books, records, and financial statements
shall be prepared on a basis consistent with prior periods.


 


7.3 Tax
Returns. In order to enable the Members to prepare their federal income tax returns with respect to Company affairs, the Chief
Financial Officer shall furnish the Members an informational return as promptly as practicable, and in any event no later than
April 15 of each year.


 


7.4 Inspection
of Records. All Company books and records shall be kept in the principal place of business of the Company and shall be open
to inspection and copying by the Managers, and by the Members or their authorized representatives at all reasonable times at any
such Member’s sole expense.


 


7.5 Company’s
Method of Accounting and Fiscal Year. Except as otherwise approved by a Majority in Interest of Members, the Company shall
use generally accepted accounting principles to compute its taxable income and the fiscal year of the Company shall be the calendar
year.


 


ARTICLE
VIII

COMPENSATION AND AGREEMENTS


 


8.1 Compensation.
The Managers may be paid fees for services rendered to the Company, but only upon written approval of the Board. The Managers
shall be entitled to reimbursement for reasonable expenses incurred on behalf of the Company and in furtherance of its business.
Any Member, Manager of Officer may be employed and compensated according to the terms of an employment agreement approved by the
Board or a Majority in Interest of the Members.


 


8.2 Operation.
All costs and expenses of the Company, including formation costs, debt service, taxes, utilities, construction costs, legal and
accounting fees, insurance premiums and every other cost or expense incurred by it, shall be paid from Company funds.


 






    
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8.3 Related
Party Agreements. Additional ancillary agreements between the Company and the Members and their respective Affiliates are contemplated
by this Agreement. Agreement (“Related Party Agreements”). Execution of Related Party Agreements shall require
prior approval by action of the Board, and no fees shall be payable to a Member or their respective Affiliates under the terms
of the Related Party Agreements without such approval. Related Party Agreements shall be interpreted as subject to the terms and
provisions of this Agreement, and shall not amend this Agreement except as in accordance with the provisions of Section 17.1.
The Related Party Agreements shall include:


 


(a) Management
Agreement between the Company and the GGS Member in the form attached hereto and made a part hereof as Exhibit I.


 


(b) Support
Agreements between the Company and the OPS Member, or Affiliates of the OPS Member, whether executed contemporaneously or at
a subsequent date, including:


 


i. Supervisory
Support Agreement providing for billing to the Company of direct supervisory costs and other general and administrative costs
on a direct-cost basis, including its pro-rata share of third party payroll services, the loan of the initial Henry Hudson’s
Pub manager, and the compensation costs of the multi-unit supervisor based on customary allocation practices for billing a multi-unit
supervisor to the supervised units or areas, but excluding costs for the hiring and training of the management team and employees,
as well as human resource services and product development as described in Schedule A-1;


 


ii. Licensing
Agreements between the Company and Sports Concepts LLC in connection with the Coach’s restaurant concept and associated
intellectual property, and between the Company and Henry Hudson’s Franchise Systems, LLC in connection with the Henry Hudson’s
Pub concept and associated intellectual property, in the forms attached hereto as Exhibits II and III, respectively
provided that, subject to the obligation of the Company to pay an ongoing license fee of 3% of the revenues from its Coach’s
and Henry Hudson’s Pubs operations following an early termination pursuant to Article XV, all license fees payable
under the License Agreements shall be paid out of and be a part of the OPS Monthly Keep Whole Payment;


 


iii. Warehousing
Agreement between the Company and an Affiliate of the OPS Member, if any.


 


8.4 Employee
Leasing Agreement. The Company will contract with Advanced Employer Solutions, LLC to lease employees to the Company, subject
to approval of the master leasing contract by the Board. Without the prior approval of the Board, the Company shall not directly
employ persons or offer employee benefit plans.


 


ARTICLE
IX

CAPITAL


 


9.1 Initial
Contributions to Company Capital. Except as otherwise stated in this Section 9.1, the Members have initially contributed
or will contribute to the capital of the Company the amounts of cash or property, as set forth opposite their names on Schedule
A attached hereto and the value of such contributions shall be credited to their respective Capital Accounts.


 






    
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9.2 Additional
Required Contributions. The Members shall not be required to contribute additional amounts to the capital of the Company unless
a Majority in Interest of Members votes to require additional contributions of capital. If the Majority in Interest of Members
votes to require additional capital to be contributed, the Members must contribute the amount so voted by the Members in ratio
to their ownership up to two million dollars. Any amounts of required capital in excess of two million dollars must be voted on
and approved by 66% of the Members. If any Member fails to pay the amount indicated as additional required capital as voted and
approved by a Majority in Interest of Members or 66%, as the case may be, of the Members, the Member failing to make such required
additional capital contribution within thirty days shall be reduced in Membership Interest to zero thus forfeiting the Member’s
interest in the Company. No person or entity other than a Member or Manager of the Company may enforce any provision of this Agreement,
including any provision relating to Capital Contributions or payments required of Members.


 


9.3 Payment
of Operating Costs. If the Company is unable to pay its Operating Costs, or the Managers otherwise determine that the Company
is in need of additional funds to conduct its operations, the Managers may, with the approval of a Majority in Interest of Members,
issue additional Interests to the Members as is necessary to raise the needed funds. In such case, the Sharing Ratios will be adjusted
accordingly.


 


9.4 Withdrawal
of Capital Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to (a) withdraw such
Member’s Capital Contributions, (b) demand or receive property other than cash in return for Capital Contributions, or (c)
receive priority over any other Member as to the return of Capital Contributions or as to Net Profits, Net Losses, or distributions.


 


9.5 Return
of Contributions. No Member or Manager shall be personally liable for the return of any Capital Contributions of any Member.
Any return of Capital Contributions shall be made solely from the assets of the Company.


 


ARTICLE
X

NET PROFITS, NET LOSSES AND DISTRIBUTIONS


 


10.1 Sharing
of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be credited and charged to the Capital Accounts
of the Members in their Sharing Ratios. No Member shall be allocated any Net Losses for any year to the extent that the allocation
would, as of the end of the year, create or increase a deficit in the Member’s Capital Account, after it has been reduced
for any items of loss or expense described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations and increased
by any amount the Member is obligated to restore under the next to the last sentences of Treasury Regulations Sections 1.704.2(g)(1)
and 1.704-2(i)(5) (“Deficit Member”). The foregoing provisions pertaining to adjustments to Capital Accounts
are intended to satisfy the alternate test for economic effects set forth in Treasury Regulation Section 1.704-1(b)(ii)(d) and
shall be interpreted consistently therewith. Net Losses which are not charged to a Deficit Member as a result of the foregoing
shall be allocated to the Capital Accounts of any Members who would not have a deficit Capital Account as a result of the allocation,
in proportion to their respective positive Capital Account balances or, if no such Members exist, then to all Members in accordance
with the above allocations. If any Net Losses are so allocated to a Member, that Member subsequently shall be allocated all Net
Profits which would otherwise have been allocated to a Deficit Member but for this sentence, until the aggregate amount of Net
Profits so allocated equals the aggregate amount of Net Losses allocated to the Member pursuant to the preceding sentence.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	21	 



     


    

 


10.2 Qualified
Income Offset. Notwithstanding anything herein to the contrary, if any Member receives any adjustment, allocation or distribution
described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a
pro rata portion of each item of Company income, including gross income, and gain for the year) shall be specially allocated to
the Member in an amount and manner sufficient to eliminate the deficit balance in the Member’s Capital Account as quickly
as practicable. This provision is intended to constitute a “qualified income offset” under Treasury Regulation 1.704-1(b)(2)(ii)(d).


 


10.3 Minimum
Gain Chargeback. Notwithstanding anything herein to the contrary, if there is a net decrease in Company minimum gain in any
year, each Member will be allocated items of income and gain for the year equal to that Member’s share of the “net
decrease in partnership minimum gain” within the meaning of Treasury Regulation Section 1.704-2(g)(2)). The amount of the
Company’s minimum gain shall be determined as provided in Treasury Regulation Section 1.704-2(d), and a Member’s share
of Company minimum gain shall be determined as provided in Treasury Regulation Section 1.704-2(g) (2). This provision is intended
to comply with the minimum gain chargeback provisions of Treasury Regulation Section 1.704-2(f) and shall be interpreted and applied
consistently therewith.


 


10.4 Member
Nonrecourse Deductions. Notwithstanding anything herein to the contrary, the Company shall allocate its Member Nonrecourse
Deductions (within the meaning of Treasury Regulation Section 1.704-2(i)(2)) solely to the Member who has the economic risk of
loss with respect to the Member Nonrecourse Debt related thereto under Treasury Regulation Section 1.704-2(i)(1).


 


10.5 Current
Distributions from Company. On March 15 of each year, the Board may, in its complete discretion, make distributions or payments
from available Net Cash Flow to the owners of the Interests, including but not limited to, amounts sufficient to reimburse such
Members for their prior year’s federal, state and local income taxes resulting from the Member’s distributive shares
of items of Company income, gain, loss, deduction and credit. For purposes of calculating the income tax liability of each Member,
it shall be assumed that the Member was in the highest marginal tax bracket applicable to the Member during the tax period in question.


 


10.6  Distributions.
The Company will not commence distributions until after the conclusion of the 2010 fiscal year. As a general rule, available cash,
whether from cash flow or proceeds from sales or exchanges or other dispositions of property not in the ordinary course of business,
financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds, shall be applied by the Company in
the following order and priority:


 


(a)  to
the payment of all expenses of the Company incident to any capital transaction giving rise to such cash proceeds; then


 


(b)  to
the payment of Operating Expenses, debts and liabilities of the Company then due and outstanding (including all debts due to any
Member); then


 


(c)  to
the establishment of any reserves which the Board deems necessary for liabilities or obligations of the Company; then


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	22	 



     


    

 


(d) to
the payment of the GGS Monthly Keep Whole and OPS Monthly Keep Whole as described in Section 10.7; then


 


(e) the
balance shall be distributed as follows:


 


(i)  to
the Members in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in
full;


 


(ii)  if
any Member has a positive Capital Account after the distributions made pursuant to Section 10.6(e)(i) and before any further
allocation of Net Profits or Net Losses pursuant to Section 10.1, to those Members in proportion to their positive Capital
Accounts; then


 


(iii)  the
balance, to the Members in proportion to their Sharing Ratios.


 


10.7 Monthly
Keep Whole Distributions.


 


(a)  For
distributions from available cash for any given calendar month beginning with January 2011,


 


(i) first
to the GGS Member in an amount equal to the GGS Monthly Keep Whole for that calendar month as stated on Schedule 10.7 plus
any accrued but unpaid GGS Monthly Keep Whole amounts attributable to prior calendar months subsequent to January 1, 2011 due pursuant
to Section 10.7(b) ; then


 


(ii) next
to the OPS Member in an amount equal to the OPS Monthly Keep Whole which shall equal the distribution made to the GGS Member pursuant
to Section 10.7(a)(i), plus any accrued but unpaid OPS Monthly Keep Whole amounts attributable to prior calendar months
subsequent to January 1, 2011 due pursuant to Section 10.7(c).


 


(b)
The GGS Monthly Keep Whole shall be calculated on a cumulative basis, such that if the GGS Member receives less than the GGS Monthly
Keep Whole attributable to any calendar month, the undistributed portion of that GGS Monthly Keep Whole shall carry forward and
be added to the GGS Monthly Keep Whole for the next succeeding month or months, until the GGS Member has received distributions
equal to the sum of the applicable GGS Monthly Keep Whole amounts accrued to date.


 


(c) The
OPS Monthly Keep Whole shall be also calculated on a cumulative basis, such that if the OPS Member receives less than the OPS Monthly
Keep Whole attributable to any calendar month, the undistributed portion of that OPS Monthly Keep Whole shall carry forward and
be added to the OPS Monthly Keep Whole for the next succeeding month or months, until the OPS Member has received distributions
equal to the sum of the applicable OPS Monthly Keep Whole amounts accrued to date; provided however, that all accrued GGS Monthly
Keep Whole amounts shall have been distributed prior to distribution of current or cumulative OPS Monthly Keep Whole amounts.


 






    
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(d) The
hypothetical calculation of payment the GGS Monthly Keep Whole and OPS Monthly Keep Whole included as Schedule 10.7A is
incorporated herein as an interpretative guide to this Section 10.7.


 


10.8 Nonliquidating
Distributions In Kind. In the event of any nonliquidating distribution of property in kind, the distributed property shall
be treated, unless provided for otherwise in this Agreement, as if sold for its fair market value during the year in which the
property is distributed, as reasonably determined by the Board, and the Capital Accounts of the Members shall be adjusted to reflect
any gain or loss which would have been realized on the books of the Company had the property been sold for its fair market value
and the proceeds received.


 


10.9 Restrictions
on Distributions. No distribution from the Company to a Member may be made if, after giving effect to the distribution, the
Company would not be able to pay its debts as they become due in the usual course of business or the Company’s total assets
would be less than the sum of its total liabilities. Notwithstanding anything in this Agreement to the contrary, no distributions
shall be made by the Company or any fund therefor be established by the Company at such time as the terms and provisions of any
loan agreement or any similar agreement to which the Company is then a party and which is then in effect, specifically prohibit
such distribution or establishment of such fund, or would constitute a breach thereof or a default (or event which with notice
or the passage of time, or both, could become an event of default) thereunder.


 


ARTICLE
XI

DISSOLUTION


 


11.1 Dissolution.
The Company shall be dissolved and terminated only upon approval of a Majority in Interest of Members.


 


11.2 Liquidating
Agent. Upon dissolution of the Company, the Board shall act to liquidate the Company. The Board may, in its discretion (as
determined by a Majority in Interest of Members), sell the assets of the Company or they may distribute all or any part of the
assets in kind. Should the Board elect to distribute assets in kind, the assets shall be treated as if sold for fair market value
during the year in which the assets are distributed, as reasonably determined by the Managers, and the Capital Accounts of the
Members shall be adjusted to reflect any gain or loss which would have been realized had the assets been sold for fair market value
and the proceeds received, it being intended that no different treatment of a Member shall result from a decision to distribute
assets in kind rather than to sell assets. Net Profits and Net Losses realized during liquidation shall be credited and charged
to the Members in the same shares and proportions as if realized during the year in which liquidation occurs.


 


11.3 Payment
of Debts. Upon dissolution of the Company, the debts and obligations of the Company, including liabilities to Members, shall
be paid and discharged. For the purposes of this paragraph, the Capital Accounts of the Members shall not be considered debts or
obligations of the Company.


 






    
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11.4 Liquidating
Distributions. After payment of all debts and obligations, including any senior secured and senior subordinated creditors,
and the establishment of an adequate reserve for contingencies, the positive balance of each Member’s Capital Account (after
taking into account all Capital Account adjustments for the Company’s taxable year during which liquidation occurs) shall
be distributed to such Members. Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance
with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. Upon a liquidation within
the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving
effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including
the year in which liquidation occurs), the Member shall have no obligation to make any contribution to the capital of the Company,
and the negative balance of the Member’s Capital Account shall not be considered a debt of the Member to the Company or to
any other person. Any remaining assets of the Company after the distributions and reserves provided in Section 11.3 and 11.4 have
been made, shall be paid to the Members pro rata in accordance with their respective Interests.


 


11.5 Termination
of the Company. Upon completion of the liquidation and winding up of the affairs of the Company, the Company shall be terminated.
The Board shall take such action as may be necessary to terminate the Company.


 


ARTICLE
XII

INCOME TAX ALLOCATIONS AND ELECTIONS


 


12.1 Allocations.
All items of Company income, gain, loss, deduction or credit shall be allocated to the Members in the manner in which such items
are shared according to Article X. In all events, the Members’ distributive shares of Depreciation, amortization,
and gain or loss, as computed for federal income tax purposes, with respect to property contributed to the Company, or with respect
to Company property which is revalued in accordance with this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(f), shall
be determined so as to take into account the variation between the adjusted tax basis and book value of the property as provided
in Section 704(c) of the Code. Where the Treasury Regulations provide alternative methods for computing income, gain, loss, or
deduction for such purposes, the Managers shall, except as specifically set forth herein, select the method which they determine,
in their reasonable judgment, to be the most appropriate for the Company and the Members.


 


12.2 Section
754 Election. If an interest in the Company is Transferred, or distribution of Company property is made to a Member, the Company
may, in the discretion of the Managers, file an election pursuant to Section 754 of the Code to cause the basis of Company property
to be adjusted for federal income tax purposes as provided by Sections 734 and 743 of the Code. The transferee Member shall reimburse
the Company for all accounting expenses incurred by the Company as a result of such election.


 


12.3 Allocations
Upon Sale or Exchange. If a Member sells, exchanges or liquidates all or part of its interest in the Company, the Member’s
distributive share of Company income, gain, loss, deduction or credit for the period ending with such sale, exchange or liquidation
shall be determined pursuant to any method allowed or permitted under Section 706 of the Code, as determined by the Managers. The
transferor shall reimburse the Company for any expenses incurred by the Company in determining the distributive share of the transferor.
Each Member agrees to execute such consents or estimates as may be deemed necessary by the Managers in connection with such election.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	25	 



     


    

 


12.4 Tax
Matters Partner. The Managers may designate an individual to serve as “Tax Matters Partner” within the meaning
of Section 6231 (a) (7) of the Code. Paige Horne shall be the initial Tax Matters Partner and shall have all of the powers and
duties expressly conferred on the Tax Matters Partner by the Code, as well as those powers and duties that are necessary and proper
for the exercise of the Tax Matters Partner’s express powers and duties under the Code.


 


ARTICLE
XIII

TRANSFER OF MEMBERSHIP INTERESTS


 


13.1 Transfer.


 


(a) The
term “Transfer” and variants thereof, when used with respect to an Interest, shall be deemed to refer to a transaction
by which the Member assigns all or a portion of the Member’s Interest, or any interest therein, to another Person, or by
which the holder of an Interest assigns the Interest to another Person as Assignee, and includes a sale, assignment, gift, pledge,
Encumbrance, hypothecation, mortgage, Transfer by trust, will or intestate succession, exchange, by operation of law or any other
disposition.


 


(b) No
Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions of this Article XIII.
Any Transfer or purported Transfer of any Interest not made in accordance with this Article XIII shall be null and void.
If for any reason any such Transfer is null and void, then the Assignee shall not be a Substitute Member, and shall have no right
to participate in the Company’s affairs as a Member of the Company, but instead shall be entitled to receive only the share
of profits or other compensation by way of income and the return of contributions to which the transferring Member would otherwise
be entitled at the time such transferring Member would be entitled to receive the same.


 


13.2 Transfer
of Interest by a Member.


 


(a) No
Interest may be Transferred by a Member unless the following conditions are first satisfied:


 


(i) The
consent of the Members has been obtained by a Majority in Interest of Members, such consent to be evidenced by written instrument,
dated and signed by such Members.


 


(ii) The
transferee and transferring Member shall execute and file all documents necessary for the transferee to be a Substitute Member,
and be bound by the terms of this Agreement, and such transferee is admitted as a Substitute Member.


 


(iii) The
transferor reimburses the Company for all costs and expenses incurred by the Company as a result of such Transfer.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	26	 



     


    

 


(b) The
Transfer restrictions on Interests shall be conspicuously noted in an appropriate legend on any Interest certificates issued, if
any. 


 


(c) An
Interest may not be Transferred to a minor or any incompetent except by will or intestate succession.


 


(d) The
Company need not recognize, for any purpose, any Transfer of all or any fraction of an Interest unless there shall have been filed
with the Company and recorded on the Company’s books a duly executed and acknowledged counterpart of the instrument of assignment,
and such instrument evidences the written acceptance by the Assignee of all of the terms and provisions of this Agreement, and
represents that such assignment was made in accordance with all applicable laws and regulations.


 


(e) Any
holder of an Interest (including a transferee of the Interest) shall be deemed conclusively to have agreed to comply with and be
bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment
of the Agreement, whether or not such holder in fact has executed such an express acknowledgment.


 


13.3 Further
Restrictions on Transfer. Notwithstanding the other provisions of this Article XIII, no Transfer of any Interest shall
be made if the Transfer (a) would violate applicable federal and state securities laws or rules and regulations of the Securities
and Exchange Commission, any state securities commission or any other governmental authority with jurisdiction over the Transfer,
(b) would materially adversely affect the classification of the Company as a partnership for federal or state income tax purposes
or (c) would affect the Company’s qualification as a limited liability company under the Act.


 


13.4 Withdrawal
of a Member. Except as provided in Section 15.1, a Member may not withdraw as a Member without obtaining the prior written
consent of a Majority in Interest of Members.


 


ARTICLE
XIV

ADMISSION OF SUBSTITUTE AND ADDITIONAL MEMBERS


 


14.1 Admission
of Substitute Members. Upon a Transfer of an Interest by a Member in accordance with Article XIII (but not otherwise),
the transferor shall have the power to give the transferee the right to become a Substitute Member with respect to the Interest
acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of an Interest shall not
be a Substitute Member with respect to the Transferred Interest (whether or not such transferee is a Member or Substitute Member
with respect to other previously acquired Interests) unless and until all of the following conditions are satisfied:


 


(a) The
instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as
a Substitute Member in its place;


 


(b) The
assignor and Assignee shall have fulfilled all other requirements of this Agreement;


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	27	 



     


    

 


(c) The
Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his or her substitution
as a Member; and


 


(d) The
Members shall have approved such substitution by a Majority in Interest of Members, or as otherwise stated in Section 13.2(a)(i),
which approval must be in writing and may be granted or withheld by a Majority in Interest of Members in such members’ sole
and absolute discretion and may be arbitrarily withheld, and the books and records of the Company have been modified to reflect
the admission.


 


The admission of an
Assignee as a Substitute Member with respect to a Transferred Membership Interest shall become effective on the date the Assignee
complied with the provisions of this Agreement, including, without limitations, Article XIII and Section 14.1 in
this Agreement and the books and records of the Company have been modified to reflect such admission. Any Member who Transfers
all of its Interest with respect to which the Member had been admitted as a Member shall cease to be a Member of the Company after
a determination by the Members whether the transferee has complied with the provisions of this Agreement to be admitted as a Substitute
Member with respect to the Transferred Interest, upon the execution of a counterpart of this Agreement by the transferee, and shall
have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted
to the Company as a Substitute Member). An Assignee will not have the rights of a Member until it has complied with this Agreement.


 


14.2 Admission
of Additional Members. Additional Interests may be authorized and issued by the Company to new or existing Members upon such
terms and conditions as may be approved by a Majority in Interest of Members. Upon the proposed issuance of any such additional
Interests, each Member shall have the preemptive right, but not the obligation, to purchase such portion of the newly issued Interests
as the ratio of the number of Interests then held by such Member bears to the total number of Interests held by all Members and
outstanding before the issuance of the new Interests at the time of purchase.


 


ARTICLE
XV

TERMINATION OF JOINT ENTERPRISE


 


15.1 Right
of Early Termination. Either Member may terminate the joint enterprise between them embodied in this Agreement and the Other
Documents at any time by providing 90 days prior written notice of such termination to the other Member (“Notice of Termination”).


 


15.2 Form
of Termination. Notwithstanding whether the Notice of Termination was provided by the OPS Member or the GGS Member, the OPS
Member shall withdraw as a Member of the Company on the first business day 90 days after the Notice of Termination has been given
(the “Termination Date”), and the Managers nominated by the OPS Member and any Officers who are employees of
the OPS Member or its Affiliates shall concurrently submit their written resignations to the Company.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	28	 



     


    

 


15.3 Effect
of Termination.


 


(a) If
the Notice of Termination was provided by the GGS Member, the Company shall pay the OPS Member on the date of its withdrawal an
amount of that portion of the OPS Investment which the OPS Member has not recouped from distributions.


 


(b) If
the Notice of Termination was provided by the OPS Member, the OPS Member will forfeit that portion of the OPS Investment which
the OPS Member has not recouped from distributions.


 


(c) In
all cases of termination by either Member pursuant to this Article XV,


 


(i) the
Licensing Agreements that permit the use by the Company of the Coach’s and Hudson’s concepts and related intellectual
property shall remain in force and effect for three years following the Termination Date, and shall provide that the Company pay
an ongoing license fee equal to 3% of the revenues attributable to the Coach’s and Hudson’s operations of the Company;


 


(ii) the
Employee Leasing Agreement shall remain in force and effect in accordance with its terms; and


 


(iii) any
other Support Agreements or ancillary agreements (i) between the Company and the OPS Member (or its Affiliates) or (ii) between
the Company and a third party for which the OPS Member or its Affiliates are financially responsible (e.g. insurance) shall terminate
as of the Termination Date unless otherwise agreed by both Members.


 


ARTICLE
XVI

RESOLUTION OF DISPUTES


 


16.1 Resolution
of Disputes. Except as provided in Section 16.2, should any dispute between the parties arise under this Agreement,
written notice of such dispute shall be delivered from one party to the other party and, thereafter, the parties, through appropriate
representatives, shall first meet and attempt to resolve the dispute in face-to-face negotiations. This meeting shall occur within
fifteen (15) days of the time the written notice of such dispute is received by the other party. If no resolution is reached through
informal resolution, the parties shall, within forty-five (45) days of the first meeting referred to above, attempt to settle the
dispute by formal mediation. If the parties cannot otherwise agree upon a mediator and the place of the mediation within such forty-five
(45) day period, the American Arbitration Association in Oklahoma shall administer the mediation. Such mediation shall occur no
later than ninety (90) days after the dispute arises. All findings of fact and results of such mediation shall be in written form
prepared by such mediator and provided to each party to such mediation. In the event that the parties are unable to resolve the
dispute through formal mediation pursuant to this Section 16.1, the parties shall be entitled to seek any and all available
legal remedies.


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	29	 



     


    

 


16.2 Injunctive
Relief. Notwithstanding the provisions of Section 16.1, nothing herein contained shall bar the Company’s right
to obtain injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity rules, including
the applicable rules for obtaining restraining orders and preliminary injunctions. In that event, such action may be brought by
the Company in the federal and state judicial district in Oklahoma City, Oklahoma.


 


16.3 Venue
and Jurisdiction. Venue for any action brought by a party to this Agreement, whether a Member, Manager or by or on behalf of
the Company, and based on this Agreement or the related transactions or agreements referenced herein, shall be exclusively vested
in the federal and state courts sitting in Oklahoma City, Oklahoma. The parties and the persons whose signature are affixed hereto
hereby agree that any federal or Oklahoma state court sitting in Oklahoma City, Oklahoma shall have personal jurisdiction over
them and waive any challenge to the jurisdiction thereof.


 


16.4 Service
of Process. Each party hereto agrees to service of process in any such proceeding by either personal delivery against receipt,
telegram, telex, facsimile or registered mail (with postage prepaid and return receipt requested) to the notice addresses and facsimile
number set forth on the execution page of this document or any substitute addresses or facsimile number indicated by notice. A
consent, notice or waiver transmitted by telegram, telex, or facsimile will be deemed to have been delivered two (2) days after
transmission and, if mailed, seven (7) days after mailing.


 


16.5 Waiver
of Jury Trial. The Company, each Member and Manager irrevocably waive trial by jury in any action, proceeding, or counterclaim,
whether at law or in equity, brought by any of them against the other.


 


16.6 Waiver
of Punitive Damages. The Company, and each Member and Manager hereby waive to the fullest extent permitted by law any right
to or claim of any punitive or exemplary damages against the other.


 


16.7 Legal
Fees. In the event that any party to this Agreement initiates any legal proceeding to construe or enforce any of the terms,
conditions and/or provisions of this Agreement, including, but not limited to, its termination provisions, or to obtain damages
or other relief to which any party may be entitled by virtue of this Agreement, the prevailing party or parties shall be paid its
reasonable attorneys’ fees and expenses, as well as its expert witness fees and expenses, by the non-prevailing party or
parties.


 


ARTICLE
XVII

MISCELLANEOUS


 


17.1 Amendment
of Agreement. This Agreement may be amended only by the written consent or approval of a Majority in Interest of Members, voting
at any duly held meeting of the Members or by written consent, in accordance with the provisions of Section 6.1(e), and
such amendment must state specifically that it is intended to amend this Agreement.


 


17.2 Notices.
Except as provided otherwise in this Agreement, any notice, consent or other communication required or permitted to be given under
this Agreement shall be deemed to have been duly given if in writing and


 


(a)  delivered
personally on the same day,


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	30	 



     


    

 


(b)  sent
by first class mail, postage prepaid seven (7) days after mailing,


 


(c)  sent
by facsimile transmission two (2) days after transmission, or


 


(d)  sent
by courier service or email with acknowledgement or proof of receipt two (2) days after being sent,


 


to the intended recipient at the address
for that party on the records of the Company. The initial addresses on the records of the Company for the Members of the Company
shall be as described on Schedule A.


 


17.3 Applicable
Law. Subject to the reference to the Revised Uniform Limited Liability Company Act as more completely described in Section
5.6(a), this Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma.


 


17.4 Counterparts.
This Agreement may be executed in any number of counterparts, any one of which shall be considered an original. All counterparts
shall constitute one agreement and shall be binding upon and inure to the benefit of each party who executes any counterpart, or
any signature page which is, on its face, intended to be attached to such a counterpart, and upon its representatives and permitted
assigns.


 


17.5 Pronouns.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require, unless the context clearly indicates otherwise.


 


17.6 Further
Assurances. Each Member agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments
and documents, and to do other acts and things, as may be required by law, or as may in the judgment of the Managers be necessary
or advisable to carry out the intents and purposes of this Agreement.


 


17.7 Severability.
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision
shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in
full force and effect if the basis of the bargain is not thereby destroyed; provided, however, that if any provision may be made
enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum
extent permitted by applicable law.


 


17.8 Dates.
If any action is required or permitted, to be taken by the Company or any of its Members, under the Act or this Agreement, as of
a specific date and such date falls on a Saturday or Sunday, or on a legal holiday, such action shall be required or permitted
to be taken as of the next business day following such date.


 


17.9 Headings.
The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent or intent of this Agreement or any provision hereof.


 






    
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17.10 Creditors.
None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.


 


17.11 Heirs,
Successors and Assigns. Each and all of the covenants, terms, provisions and agreements in this Agreement contained shall be
binding upon and inure to the benefit of the parties to this Agreement and, to the extent permitted by this Agreement, their respective
heirs, legal representatives, successors and assigns.


 


17.12 Waivers.
No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is
sought unless it is made in writing and signed by or on behalf of such party. The waiver of a breach of any provision of this Agreement
shall not be construed as a waiver or a continuing waiver of the same or any subsequent breach of any provision of this Agreement.
No delay or omission in exercising any right under this Agreement shall operate as a waiver of that or any other right.


 


17.13 Rights
and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or
remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given
in addition to any other rights the parties may have by law, statute, ordinance or otherwise.


 


17.14 No
Partnership Intended for Nontax Purposes The Members have formed the Company under the Act, and expressly do not intend hereby
to form a partnership under either the Oklahoma Revised Uniform Partnership Act or the Oklahoma Revised Uniform Limited Partnership
Act. The Members do not intend to be partners to one another, or partners to any third party. To the extent any Member, by word
or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making
such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such representation.
No statement or action of any Member that occurred prior to the formation of the Company shall be construed to constitute the formation
of a partnership of that Member with any other Member or any third party.


 


17.15 Estoppel
Certificate. Each Member shall, within ten (10) days after notice of written request by the Board, deliver to the Board a certificate
stating, to the Member’s knowledge, that: (i) this Agreement is in full force and effect; (ii) this Agreement has not been
modified except by any instrument or instruments identified in the certificate; and (iii) there is no default hereunder, or if
there is a default, the nature and extent thereof. If the certificate is not received within that ten (10) day period, the Member
hereby constitutes and appoints any one of the individual Managers as that Member’s true and lawful attorney-in-fact for
the sole and expressly limited purpose of executing and delivering such estoppel certificate on behalf of the requested Member,
without bond or qualification.


 


17.16 Integration.
This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.


 


17.17 Survival
of Terms. Any provisions of this Agreement, which by their nature are to be performed
following termination of this Agreement, shall survive termination.


 







17.18 Priority
of Agreements. Should ambiguities, distinctions or differences occur due to differences between this Agreement or the other
documents listed in Section 3.5, the language of this Agreement shall be deemed as controlling, followed by the language
of the Management Agreement, and then the language of the Licensing Agreements.


 


[Signatures on following page]


 






    
	EBGG-JV LLC 1st A&R Operating Agreement	32	 



     


    

 


EXECUTED
as of the day and year first written above.


 


	MEMBERS:	RP Ops LLC, an Oklahoma limited liability company
	 	 	 
	 	By: 	 
	 		Bradley L. Grow, Manager
	 	 	 
	 	Global Gaming RP LLC, a Delaware limited liability company
	 	 	 
	 	By: 	 
	 		John D. Elliot, CEO
	 	 	 
	COMPANY:	EBGG-JV LLC, an Oklahoma limited liability company
	 	 	 
	 	By: 	                            
	 		Karl I. McLendon, President




 







    
	EBGG-JV LLC 1st A&R Operating Agreement	33	 



     


    

 


SCHEDULE A


 


TO THE


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


SCHEDULE OF MEMBERS AND INITIAL CAPITAL
CONTRIBUTIONS


 


As at August 18, 2010


    


	
Name of Member
 
	 	Date of Contribution	 	Initial Cash
 Contribution1
	 	 	Sharing Ratios	 	 	Interests	 
	Global Gaming RP LLC 
210 N. Broadway, Ada, Oklahoma 74820	 	August 18, 2010	 	$	500.00	 	 	 	50.00	%	 	 	500	 
	RP Ops LLC 
1101 W Waterloo Road 
Edmond, Oklahoma 73025	 	August 18, 2010	 	$	500.00	 	 	 	50.00	%	 	 	500	 
	Total: 	 	 	 	$	1,000.00	 	 	 	100.00	%	 	 	1,000	 





  


		1.	In addition to the Initial Cash Contributions listed
above, the GGS Member and the Ops Members have each agreed to the additional contributions and undertakings described on Schedule
A-1 as further consideration for the Sharing Ratios and Interests described above.



 




     


     


    

 


SCHEDULE A - 1


 


TO THE 


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


DESCRIPTION 


OF INITIAL CONTRIBUTIONS 


AND UNDERTAKINGS OF 


THE MEMBERS


 


As at August 18, 2010


 


The Members have made certain undertakings and commitments to
provide capital, property, services or other deliverables to the Company, as follows:


 


GGS MEMBER will:


 


		●	Construct, make all improvements for, and equip a Henry Hudson’s Pub in the race track. (start-up date targeted at August
9, 2010);



		●	Construct, make all improvements for, and equip a Coach’s restaurant to replace the Remy’s Restaurant. (start-up
date targeted to be before the holiday season, but no later than December 15, 2010);



		●	Pay for the Henry Hudson’s Pub and Coach’s restaurant conversion costs, equipment, small wares, based on an agreed
upon budget amount of $300,000; and



		●	Provide accounting for the Company



 


OPS MEMBER will:


 


		●	Provide Coach’s and Henry Hudson’s Pubs concepts to the Company;



		●	Cover start-up costs and provide proprietary décor (including signage) for Henry Hudson’s Pub in the race track
area consistent with other Henry Hudson’s;



		●	Cover start-up costs and provide proprietary décor (including signage) for Coach’s consistent with other Coach’s;



		●	Take over the Casino bar at the same time as the opening of Coach’s



		●	Pay for and conduct the hiring and training of the management team and employees for all concepts,
and interview the existing Casino bar employees for potential hire.



		●	will provide Human Resource, product development and training services



 




     


     


    

 


SCHEDULE 10.7


 


TO THE


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


Calculation of GGS Monthly Keep Whole


 


Version – August 18, 2010


  


	Month	 	As a Percent of Annual Total	 	 	GGS Monthly Keep Whole Amount	 
	January	 	 	8.33	%	 	$	25,000.00	 
	February	 	 	8.33	%	 	$	25,000.00	 
	March	 	 	8.33	%	 	$	25,000.00	 
	April	 	 	8.33	%	 	$	25,000.00	 
	May	 	 	8.33	%	 	$	25,000.00	 
	June	 	 	8.33	%	 	$	25,000.00	 
	July	 	 	8.33	%	 	$	25,000.00	 
	August	 	 	8.33	%	 	$	25,000.00	 
	September	 	 	8.33	%	 	$	25,000.00	 
	October	 	 	8.33	%	 	$	25,000.00	 
	November	 	 	8.33	%	 	$	25,000.00	 
	December	 	 	8.33	%	 	$	25,000.00	 
	Total	 	 	100.00	%	 	$	300,000.00	 




  


Note: The Managers will meet from time to time, not less than
semi-annually, to determine if cash flow seasonality in the business of the Company causes material anomalies in the distributable
cash flow of the Company such that this Schedule 10.7 should be amended to reflect such seasonality.


 






     


     


    

 


Schedule 10.7 A


 


TO THE 


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


Hypothetical Calculation of Payment
of 


GGS Monthly Keep Whole and OPS Monthly
Keep Whole


  




     


     


    

 


EXHIBIT I


 


TO THE 


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


FORM OF MANAGEMENT AGREEMENT


 




     


     


    

 


EXHIBIT II


 


TO THE


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


FORM OF LICENSING AGREEMENT


(SPORTS CONCEPTS LLC)


 




     


     


    

 


EXHIBIT III


 


TO THE


1ST AMENDED AND RESTATED


OPERATING AGREEMENT


OF


EBGG-JV LLC


 


FORM OF LICENSING AGREEMENT


(HENRY HUDSON’S FRANCHISE SYSTEMS,
LLC)


 


 



     


     


    




 




 


1st
Amendment to Operating Agreement


 


EBGG-JV
LLC


 


THIS FIRST AMENDMENT
(this “Amendment”) to the 1st Amended And Restated Operating Agreement dated August 18, 2010 (the
“Operating Agreement”) of EBGG-JV, LLC (the “Company”) between Global Gaming RP, LLC, an
Oklahoma limited liability company (the “GGS Member”), and RP OPS LLC, an Oklahoma limited liability company
(the “OPS Member”). The terms used in this Amendment shall have the same meaning as given in the Operating Agreement
except as added or modified herein. This Amendment is effective as of July 1, 2013 (“Amendment Effective Date”).


 


To reflect the evolution
of the business being conducted by the Company, the Members of the Company hereby agree to amend the Operating Agreement as follows:


 


		I.	Change from perpetual term to 5 year term with two option
periods



 


		A.	Section 2.4 is amended by replacing the word
“perpetual” with “for a period of five years from the Amendment Effective Date, which term shall automatically
renew for two successive 5 year renewal terms unless OPS Member provides written notice of non-renewal to GGS Member not less
than 180 days prior to the expiration of the then current term”.



 


		B.	Section 15.1 is amended by replacing the words
“at any time” with “upon any material breach by of this Agreement by the other Member which remains uncured
30 days after the non-breaching Member gives written notice thereof to the breaching Member”.



 


		II.	Elimination of Initial Keep Whole Payments



 


		C.	Sections 1.20, 1.39 10.6(d), and 10.7,
and Schedules 10.7 and 10.7A are deleted



 


		D.	Section 8.3(b)(ii) is amended by replacing “OPS
Monthly Keep Whole Payment” with “distribution to OPS Member”.



 


		III.	Substitution of Bricktown Brewery Restaurant for Coach’s
Restaurant



 


		A.	Sections 1.38, 8.3(b)(ii), and 15.3(c)
and Schedule A-1 are each amended by replacing the word “Coach’s” with the “Bricktown Brewery”



 


		B.	Section 8.3(b)(ii) and Exhibit II are
amended by replacing “Sports Concepts LLC” with “BT Concepts LLC”.



 


Other than as specifically amended hereby,
all other terms and provision of the Operating Agreement shall continue in full force and effect.


 


[Signatures on following page]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have executed and delivered this Amendment effective as of the day and year first above written.


 


	MEMBERS:	RP Ops LLC, an Oklahoma limited liability company 
	 	 	 
	 	By: 	 
	 	 	James M. Burke, Manager
	 	 	 
	 	Global Gaming RP LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	John D. Elliot, CEO