**EXHIBIT 10.56**

** **

**INVESTOR AGREEMENT**

 

**This AGREEMENT is dated as of February 15, 2002, byand between FULL HOUSE RESORTS, INC. (“Full House”), a Delaware corporationwith an address at 2300 West Sahara Avenue, Suite 450, Las Vegas, Nevada 89102,(“Full House”) and RAM ENTERTAINMENT, LLC, a Nevada limited liability companywith an address at c/o Mark Knobel, 165 W. Liberty Street, #210, Reno, Nevada89501 (“Investor”)(Full House and Investor are collectively referred to hereinas the “Parties” and sometimes individually as the “Party”).**

 

**W I T N E S S E T H:**

 

**WHEREAS, Full House is the sole owner (through itswholly-owned affiliates GAMING ENTERTAINMENT (Michigan) LLC and GAMINGENTERTAINMENT (California) LLC) of certain Management Agreements executed byand between it and the Nottawaseppi Huron Potawatomi Tribe and the TorresMartinez Tribe (the “Tribes”), granting it the opportunity to develop, finance,and manage an Indian Gaming Facility for each Tribe (“DevelopmentOpportunities”), as well as owner of other various agreements and workundertaken  in connection therewith;**

 

**WHEREAS, Full House is seeking an investor to helpprovide the infrastructure, financing and expertise to analyze, develop andmanage certain aspects of these Development Opportunities;**

 

**WHEREAS, RAM ENTERTAINMENT, LLC is desirous ofcontracting with Full House to be that Investor;**

 

**NOW, THEREFORE, in consideration of the mutualcovenants and agreements set forth herein, and for other good and valuableconsideration the receipt and adequacy of which are hereby acknowledged, theParties hereby agree as follows:**

 

**ARTICLE I**

**CERTAIN DEFINED TERMS**

 

**“Affiliate” means with respect to a specified Party,any entity that directly or indirectly controls, is controlled by, or is undercommon control with, the specified Party. As used in this definition, the term “control” means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of an entity, whether through ownership of votingsecurities, by contract or otherwise.**

 

 

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**“Ancillary Opportunities” means real estatedevelopment opportunities such as opportunities to develop hotels andnon-gaming recreational facilities, which are ancillary to the DevelopmentOpportunities.**

 

**“Business Day” means any day other than a Saturday,Sunday or day on which commercial banking institutions are authorized by law tobe closed in Las Vegas, Nevada.**

 

**“Closing Date” refers to such date or dates as theParties mutually agree upon.**

 

**“Confidential Information” means all information whichis disclosed to or otherwise acquired by a Party hereto, under or in connectionwith the performance by a Party of its obligations under this Agreement, whichrelates to the other Party hereto and/or its business, products and services.Confidential Information does not include information which is:  (i) in the public domain; (ii) already knownto the party to whom it is disclosed (hereinafter “Recipient”) at the time ofsuch disclosure as documented by records in its possession prior to suchdisclosure; (iii) subsequently received by Recipient in good faith from a thirdparty having prior right to make such subsequent disclosure; (iv) independentlydeveloped by Recipient without use of the information disclosed pursuant tothis Agreement; (v) approved in writing for unrestricted release ofunrestricted disclosure by the party owning or disclosing the information(hereinafter “Discloser”); or (vi) produced or disclosed pursuant to applicablelaws, regulations or court order, provided the Recipient has given theDiscloser written notice of such request such that the Discloser has anopportunity to defend, limit or protect such production or disclosure.**

 

**“Full House Financing Obligation” shall mean FullHouse’s fifty percent (50%) of the amounts that the Parties are required toprovide to GEC and GEM, pursuant to Section 4.1 below, to fund the requirementsof the Development Opportunities and of the Project Development Budget.**

 

**“GEC” means GAMING ENTERTAINMENT (California) LLC, alimited liability company organized under the laws of the State of Delaware anda wholly-owned subsidiary of Full House and party to certain gaming ManagementAgreements executed by and between it and the Torres Martinez Tribe.**

 

**“GEC LLC Agreement” means the agreement governing theformation and operation of GEC, a copy of which is attached as Exhibit Ahereto.**

 

**“GEM” means GAMING ENTERTAINMENT (Michigan) LLC, alimited liability company organized under the laws of the State of Delaware anda**

 

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**wholly-owned subsidiary of Full House and party tocertain gaming Management Agreements executed by and between it and theNottawaseppi Huron Potawatomi Tribe.**

 

**“GEM LLC Agreement” means the amended and restated LLCagreement governing the formation and operation of GEM, a copy of which isattached as Exhibit B hereto.**

 

**“Indian Gaming Facility” means a facility located inIndian Lands (as defined in the LLC Agreement) in which it is lawful to conductClass II or Class III gaming, as such terms are defined in the Indian GamingRegulatory Act, as amended (25 U.S.C. § 2701 et seq.).**

 

**“Investor Loans” includes the Temporary Loan and anyother funds advanced or loaned by Investor to GEM or GEC, as well as amountsloaned by Investor to GEC and GEM to fund the Full House Financing Obligation,as described at Section 5.2 below, which are repaid as set forth at Article Vbelow.**

 

**“In-House Project Personnel” means employees of aParty or its Affiliates (other than an LLC) who perform services in connectionwith a project.**

 

**“Management Agreement” includes the Second Amended andRestated Management Agreement between the Tribe and GEM and the TemporaryGaming Facility Management Agreement between the Tribe and GEM.**

 

**“Management Committee” refers to the individualsresponsible, pursuant to the GEC LLC and GEM LLC Agreements, for the managementof GEC and GEM, and who are appointed by the Members as set forth herein.**

 

**“Material Breach” means any action with respect to thebusiness of GEM, LLC, which constitutes (i) fraud, embezzlement,misappropriation, dishonesty or breach of trust; (ii) a felony or any actioninvolving moral turpitude; (iii) a material breach or violation of any or allof the covenants, agreements and obligations set forth in this Agreement(including without limitation a willful or knowing failure or refusal toperform any or all material duties and responsibilities — including inparticular all financing responsibilities — in this Agreement or in the GEM LLCAgreement) which remains uncured for a period of fifteen (15) days afterwritten notice to cure the action or inaction specified therein.**

 

**“Outside Project Personnel” means non-employeeprofessionals, contractors or agents who are retained by a Party or itsAffiliates (other than**

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**an LLC) to perform services in connection with theDevelopment Opportunities.**

 

**“Prime” shall mean the primerate charged by Bank of America, New York.**

 

**“Project Development Budget”shall have the meaning set forth in Article III hereof.**

 

**“Site” means the prospectivelocation for the Tribe’s proposed Indian Gaming Facility, which is furtherdescribed in the fee-to-trust application filed by the Tribe with, andcurrently pending before, the Bureau of Indian Affairs.**

 

**“Temporary Loan” means thefunds required to develop the Temporary Facility on the Site as defined in theManagement Agreements.**

 

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**ARTICLE II**

**ADMISSION OF INVESTOR TO LLC’s**

 

**Section 2.1  Admissionof Investor.  Upon execution of thisAgreement, Investor shall be admitted to GEC and GEM as a Member with 50% ofthe ownership interest therein, and having the rights and responsibilities setforth here and in the GEC and GEM LLC Agreements, which shall be or have beenamended to the extent necessary to reflect the terms of this Agreement.  Of even date  herewith, the Parties have entered into an Amended and Restated LimitedLiability Company Agreement of GEM, pursuant to this Investor Agreement; in theevent of any conflict between the terms of this Investor Agreement and theprovisions contained therein, the terms of this Investor Agreement shall becontrolling.**

 

**Section 2.2  InitialLoan by Investor to Full House. Immediately upon execution of this agreement, Investor shall loan toFull House the sum of Two Million Three Hundred Eighty One Thousand Two HundredSixty Dollars ($2,381,260) (the “Initial Loan”) pursuant to a promissory noteattached as Exhibit C (“Note”), which Note shall be secured by a SecurityAgreement attached hereto as Exhibit D (“Security Agreement”).  The Initial Loan shall be paid pursuant tothe terms of the Note and be due and payable one year from receipt by FullHouse of the full amount of the Initial Loan proceeds.  Notwithstanding the foregoing, in the eventthat both of the two events described at subparagraphs (a) and (b) of thisSection 2.2 (collectively, the “Investor Contingencies”) occurs prior to thatdate, then the Initial Loan shall be deemed to be paid in full, and Investorshall be credited with a capital contribution to GEM in the amount of TwoMillion Dollars ($2,000,000) and with the sum of Three Hundred Eighty OneThousand Two Hundred Sixty ($381,260) as part of its Temporary Loan to GEM.**

 

**Notwithstanding anything contained herein to thecontrary, the Parties acknowledge that the capital contribution of Full Houseshall, as of the date that Investor is credited with the $2,000,000 capitalcontribution described in the foregoing sentence, also be deemed to be$2,000,000.**

 

**(a)****                                 ****Federal approval of the currently-pending fee-to-trust application filedby the Nottawaseppi Huron Band of Potawatomi in Michigan, in connection withtheir proposed Site for construction of their Indian Gaming Facility; and**

 

**(b)           Federal approval of a Class III Management Agreement thathas been executed by the Tribe.**

 

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**Investor may waive any one or more of the InvestorContingencies.  In the event that bothInvestor Contingencies fail to occur prior to the due date of the Initial Loan(which due date, according to its terms, shall be the first anniversary of theexecution date of the Note given in connection therewith) or are not waived byInvestor, then the Initial Loan shall be payable in full and Investor shallforfeit its interest in GEM.**

 

**Notwithstanding anything to the contrary containedherein, the Parties shall, based upon an equitable tax treatment of thetransaction, treat the transaction whereby the Initial Loan is deemed to be paidin full upon the happening (or waiver) of the Investor Contingencies, as**

 

**(i)****                                   ****an acquisition by Investor of one half of Full House’s interest in GEM,or**

 

**(ii)****                               ****a capital contribution by Investor to GEM, followed by a distribution of$2 million to Full House,**

 

**as well as an Investor Loan to GEM in the amount $381,260.**

 

**Section 2.3  SpecialDistribution of Profits to Investor. After the Investor Contingencies have been met, GEM profits shall bedivided equally between the Members except as set forth in Section 5.4below.  However, a priority distributionof the first $2 million of any distributions from GEM shall be paid out toInvestor, and the second $2 million of distributions from GEM shall be paid outto Full House, as a repayment of their respective capital contributions toGEM.  Notwithstanding the foregoing, GEMshall not make any distribution or payment to Full House or an affiliate priorto making  the $2,000,000 prioritydistribution to Investor.**

 

**Section 2.4  ManagementCommittee.  The Management Committeewill consist of three members. One member appointed by Full House, one memberappointed by Investor, and the third member will be appointed by the Investorso long as the Initial Loan or any Investor Loans remain unpaid; thereafter,the third member will be appointed jointly by the Members.**

 

**Section 2.5  Failureof Investor Contingencies. Notwithstanding provisions herein to the contrary, in the event thatboth Investor Contingencies fail to occur within one year from Full House’sreceipt of the proceeds of the Initial Loan, and Investor has not waived anyunfulfilled Investor Contingency, so that the Investor is credited with thecapital**

 

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**contribution as stated above at Section 2.2, then Investorshall cease to be a member of GEM and of GEC.**

 

**ARTICLE III**

**PURPOSE AND BUSINESS DEVELOPMENT PROCESS**

 

**Section 3.1  Purpose.  The Parties agree that they shall, throughtheir participation in GEC and GEM, jointly pursue the DevelopmentOpportunities with a view to develop, finance, and manage Indian GamingFacilities for the Tribes.**

 

**Section 3.2  HuronPotawatomi Development Opportunity. The Parties agree that they willdevelop and operate the Huron Potawatomi Development Opportunity in accordancewith the terms of the GEM LLC Agreement, as amended pursuant to this Agreement.Each Party agrees to devote to GEM such resources as are reasonably necessaryto develop and manage this Development Opportunity. The Parties shall agreeupon a timeline documenting target dates respecting:  (i) the creation of a Project Development Budget (as defined inArticle III hereof); (ii) the securing of necessary permits and approvals; and(iii) the securing of third party financing. All expenses related to this Development Opportunity shall be incurredin accordance with the Project Development Budget and borne equally by theParties, but funded as set forth herein below. Except as otherwise agreed between the Parties, no Party shall enterinto any material third party agreement without the consent of the OtherParty.  The Parties shall work togetheron this Development Opportunity in accordance with its Project DevelopmentBudget and all related expenses shall be incurred in accordance with theProject Development Budget and paid by GEM.**

 

**Section 3.3  Licenses.  The Parties acknowledge that the businessactivities of GEC and GEM will require GEC, GEM and the Parties (and/or theirAffiliates) to obtain various gaming licenses and approvals (the “Licenses”).  Each Party hereby agrees to use its bestefforts to obtain such Licenses (and to cause any of its Affiliates required toobtain License to use its best efforts) in as short a time period as reasonablypracticable (but no later than 30 days after receipt of a written request forsubmission), including submission of all required applications and response toall requests for information from a licensing agency.  In the event that a Party is advised that a required license willnot be issued to it or its Affiliate(s) or that such license will only beissued upon terms which the Party reasonably deems unacceptable, such Party(the “Notifying Party”) shall provide immediate notice to the other Partywhereupon the Notifying Party shall transfer its**

 

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**interest in GEC and GEM to the other party, and shall receiveas sole consideration there for, re-payment of its capital account from fundsgenerated by the operation of the LLC from which it has withdrawn.  Notwithstanding anything to the contraryexpressed or implied in this Investor Agreement or in the Amended OperatingAgreement of GEC or GEM, the sale, assignment, transfer, pledge or otherdisposition of any interest in GEC or GEM after it is licensed by the NIGC isineffective unless approved in advance by the NIGC.  If at any time the NIGC finds that a Party which owns any suchinterest is unsuitable to hold that interest, the NIGC shall immediately notifythe Company of that fact.  The Companyshall, within 10 days from the date that it receives the notice from the NIGC,return to the unsuitable Party the amount of his capital account as reflectedon the books of the Company.  Beginningon the date when the NIGC serves notice of determination of unsuitability,pursuant to the preceding sentence, upon the Company, it is unlawful for theunsuitable Party:  (a) to receive anyshare of the distribution of profits or cash or any other property of, orpayment upon dissolution of the Company, other than a return of capital asrequired above; (b) to exercise directly or through a trustee or nominee, anyvoting right conferred by such interest; (c) to participate in the managementof the business and affairs of the limited-liability Company; or (d) to receiveany remuneration in any form from the Company, for services rendered orotherwise.**

 

**Section 3.4  TorresMartinez Development Opportunity. The Parties acknowledge that the Torres Martinez Tribe has sentnotification of its intent to abrogate the Management Agreement with GEC.  The Parties will jointly pursue a recoveryof the costs incurred for this project. In the event that either of the Parties, or their affiliates, determinesto pursue possible re-engagement or a new agreement with this Tribe, then itshall do so through GEC and the financing for GEC shall be made upon termsreasonably similar to those set forth herein regarding the financing forGEM.  If Investor, in its solediscretion, declines to provide financing for GEC upon terms reasonably similarto those herein upon which it provides financing to GEM, then  Investor shall cease to be a Member of GECand shall transfer its interest in GEC to Full House.**

 

**ARTICLE IV**

**BUDGETS & EXPENDITURES**

** **

**Section 4.1  ProjectDevelopment Budget.  The Partiesshall develop a budget for Huron Potawatomi Development Opportunity (the“Project Development Budget”) for the period commencing immediately and ending**

 

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**upon the date that the facility is budgeted to be generatingcash flow sufficient to cover its expenses. The Project Development Budget mustbe approved by both Parties. The Parties and/or their Affiliates shall beentitled to reimbursement for all costs incurred which are in accordance withthe Project Development Budget. Any reimbursements made pursuant to thisArticle III shall be made within 30 days after each Party (or each Member) hasreviewed and approved supporting documentation submitted by the Party or Memberseeking reimbursement.  Notwithstandinganything contained herein to the contrary, reimbursement to a Party for theout-of-pocket expenses and costs of In-House and outside Project Personnel mustbe approved by both Parties.**

 

**Section 4.2  Personnel.  Unless expressly permitted in the ProjectDevelopment Budget, each Party and their respective Affiliates shall bear thecosts of their respective executive and/or key personnel, including theirtravel and related expenses, incurred in connection with the DevelopmentOpportunities. It is hereby agreed by the Parties that each will cause GEM touse its best efforts to so structure the contractual arrangements with theTribe, in a manner that will permit the Parties’ out-of-pocket expenses as wellas costs of their In-House Project Personnel and Outside Project Personnel,which may be incurred or utilized in accordance with the Project DevelopmentBudget, to be reimbursed.**

 

**Section 4.3  Variationsfrom Budget.  Any variations (eitherindividually or in the aggregate for related expenses) from an approved Budgetwill require further approval from each of the Parties should they be in excessof the lesser of (i) 10% of the originally approved amount, or (ii) $50,000 inexcess of the originally approved amount.**

 

**Section 4.4  GEMProject Manager.  The salary of theGEM Project Manager shall be bourne by Full House until the InvestorContingencies are met; thereafter, the salary of the GEM Project Manager shallbe bourne by GEM.**

 

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**ARTICLE V**

**FINANCING RESPONSIBILITIES**

 

**Section 5.1  Fundingof GEM.  The Parties agree that itis their intent to cause GEM to develop the Huron Potawatomi DevelopmentOpportunity with non-recourse financing, and they agree that each will usecommercially-reasonable efforts to obtain, for GEM, the maximum amount of non-recoursefinancing for the project.  In the eventthat the Management Committee of GEM determines that such financing is eithernot fully-available or is not fully-available on acceptable terms (such adetermination being hereinafter referred to as “Unavailable Financing”), FullHouse and Investor shall each be responsible to provide, as loans to GEM, fiftypercent of the additional funds needed to pursue the Development Opportunity inaccordance with the approved Project Development Budget.  Although each of Full House and Investor isresponsible to provide to GEM fifty percent of such additional funds, thosefunds shall be loaned solely by Investor, upon the terms set forth in the GEMManagement Agreements and shall be secured by the assets of GEM.**

 

**Section 5.2  InvestorLoans to GEM.  The Parties intendthat, to the extent possible, all expenditures which GEM is required to make inconnection with the Development Opportunity will be made from the proceeds ofnon-recourse, third party loans to GEM. To the extent that Unavailable Financing occurs, Investor shall,commencing upon execution of this Agreement, loan to GEM, upon the terms setforth in the GEM Management Agreements, all costs and expenses appropriatesolely for the purposes of developing the Development Opportunity (the“Investor Loans”).**

 

**Section 5.3  Repaymentof Investor Loans.  The Partiesintend that, to the extent possible, all expenditures which GEM is required tomake for this project will be loans from GEM to the Tribe and will be repaid bythe Tribe to GEM in accordance with the terms of the Tribal loan documents andManagement Agreements.**

 

**To the extent that any of the Investor Loans to GEM isincluded in the Tribal loan documents as a loan from GEM to the Tribe, then GEMshall repay the Investor Loans upon all of the same terms as the Tribe repaysits loan to GEM as provided in the Management Agreements executed between GEMand the Tribe; and**

 

**To the extent that any of the Investor Loans to GEM isnot included (“Non-included Amount”), then such Non-included Amount shall berepaid to**

 

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**the Investor by GEM commencing upon GEM’s receipt of revenuesfrom gaming operations at the Tribe’s Indian Gaming Facility, at an interestrate of Prime plus 1%.**

 

**Section 5.4  SpecialAllocation of Profits to Investor. In the event that, within the earlier of 24 months from the date of thefirst advance of an Investor Loan, or 12 months from the date that the Tribe’sIndian Gaming Facility commences receipt of gaming revenue from its patrons,GEM has failed to repay the Investor Loans then the following shall apply:**

 

**Investor shall be entitled to receive 22.5% of theprofits of GEM which would otherwise be allocable to Full House; *provided however,* that Investor shallcease to be entitled to said special allocation at such time as all InvestorLoans have been repaid by GEM or at its sole discretion, by Full House.**

 

**Section 5.5  AdditionalLimitations on Distributions. Notwithstanding any provision to the contrary contained in thisAgreement, the Company shall not make any distribution if such distributionwould violate federal or state law.**

 

**Section 5.6  Additional Provisions Regarding Investor Loans.  A default of the Investor Loan shall occurupon the failure of GEM to timely make any payment to Investor, as set forthherein.**

 

**The maturity date of the Temporary Loan shall be theearlier of the fourth (4th) anniversary of the date that theInvestor Contingencies are satisfied or the second anniversary of the date thatClass III gaming commences at the Indian Gaming Facility.  In the event that the Temporary  Loan is not fully paid to Investor by thematurity date of the Temporary Loan, then Full House shall unconditionally payto Investor, within ninety (90) days of written demand by Investor, half of theoutstanding principal balance plus all unpaid interest accrued on half of theoutstanding principal.  In the eventthat (i) a default of any Investor Loan occurs or (ii) less than all of theInvestor Loan is timely paid by GEM, then Full House shall pay to Investor upto fifty percent (50%) of any outstanding principal balance plus all unpaidinterest thereon within ninety (90) days of written demand of Investor.**

 

**The Temporary Loan shall be secured by the assets ofGEM pursuant to the terms of a Security Agreement in form acceptable toInvestor’s counsel.**

 

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**As an inducement to Investor to loan the funds onbehalf of Full House, to develop the Development Project and for other valuableconsideration, Full House personally guarantees the repayment of half of theInvestor Loans. The maximum amount which Investor will have to advance underthe Temporary Loan shall be $12,500,000. Investor shall only lend funds as providedin the Budget.**

 

**If the Temporary Loan has not been fully-repaid toInvestor by its maturity date, or any management fees due from Tribe to GEM arein arrears, then Investor shall not be obligated to lend any further fundspursuant to the Investor or LLC Agreements.**

 

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**ARTICLE VI**

**CONFIDENTIALITY AND PRESS RELEASES**

 

**Section 6.1  Confidentiality.  The Parties acknowledge that in connectionwith the performance of their obligations under this Agreement, it may benecessary and convenient for Investor to disclose and make available to FullHouse information relating to Investor and/or its business, products andservices; and that it may be necessary and convenient for Full House todisclose and make available to Investor, information relating to Full Houseand/or its business, products and services.**

 

**Except as necessary to perform pursuant to thisAgreement, each recipient (the “Recipient”) shall never use or duplicate anyConfidential Information, and shall keep confidential and never disclose anyConfidential Information unless the discloser (the “Discloser”) has, in itssole discretion, previously and expressly consented to such use, duplication ordisclosure in writing.  Each Recipientmay disclose such Confidential Information to those principals, agents andemployees of Recipient whose knowledge is necessary for the performance by aParty of its obligations under this Agreement provided that all suchprincipals, agents and employees shall be advised of their obligations toprotect Discloser’s interests, which obligations shall be identical toRecipient’s under this Agreement.  TheParties acknowledge and agree that:**

 

**(A)          AllConfidential Information disclosed by or belonging to Investor is and shallremain the exclusive and valuable property of Investor and all ConfidentialInformation disclosed by or belonging to Full House is and shall remain theexclusive and valuable property of Full House;**

 

**(B)          TheRecipient does not hereby obtain any license or other interest in or toConfidential Information of the Discloser or the subjects thereof; and**

 

**(C)          Uponthe completion of any dealing between the Parties, each Recipient shallpromptly deliver to Discloser all products, components and equipment providedby Discloser as well as all records or other things in any media containing orembodying Discloser’s Confidential Information within its possession or controlwhich were delivered or made available to each Recipient during or inconnection with any dealing between the Parties, including any copies thereof.**

 

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**The Parties further acknowledge and agree that therestrictions on the use, duplication and disclosure of the other Party’sConfidential Information set forth herein are reasonable to protect thelatter’s business interests.**

 

**Section 6.2  PressReleases.  The Parties agree not toissue any press or other releases with respect to an LLC without the priorapproval of the other Party.  In theevent that upon the advice of securities counsel a Party believes that it mustissue a press or other release, such Party shall submit a draft of the proposalrelease to the other Party.  The Partieswill attempt within two business days to agree on the context of the releasebefore it is issued.**

 

**ARTICLE VII**

**CONDITIONS TO THE OBLIGATIONS OF THE PARTIES**

 

**Section 7.1  Conditionsto the obligations of the Parties. The obligations of the Parties under this Agreement are subject to thesatisfaction, on or before the Closing Date, of the following conditions:**

 

**(A)          InvestorRepresentations and Warranties. Representations and warranties by Investor set forth below are true,complete and correct as of the Closing Date.**

 

**(B)          FullHouse Representations and Warranties. Representations and warranties by Full House set forth below are true,correct and complete as of the Closing Date.**

 

**ARTICLE VIII**

**REPRESENTATIONS AND WARRANTIES**

 

**Each of the representations and warranties containedin this Article VIII shall survive the admission of Investor to GEM and GEC.**

 

**Section 8.1 Full House represents and warrants that:**

 

**(A)          Alltribal approvals required to conduct gaming on the Site have already beenobtained;**

 

**(B)          Thefinancial statements of GEM fairly present the condition of GEM and there is noindebtedness or liability of GEM other than as disclosed on the same attachedhereto as Exhibit E; and**

 

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**(C)          TheGEM and GEC membership interests being acquired by Investor from Full Housepursuant to this Agreement are and shall be, at the time of its admission, freeof any claims, liens, security interests and encumbrances, except as providedherein.**

 

**Section 8.2 Investor represents and warrants that, upon satisfaction of the InvestorContingencies, it will have immediate access to $12.5 million, as well asaccess to all other funds necessary for it to comply with its obligations underthis Agreement.**

 

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**Section 8.3 Full House and Investor each represent and warrant:**

 

**(A)          Itis an entity duly organized, validly existing and in good standing under thelaws of the State in which it was formed and has all requisite power andauthority to enter into this Agreement.**

 

**(B)          Allcorporate or company actions necessary for it to execute, deliver and performthis Agreement will be duly and properly taken by its respective Managersand/or board/officers, as appropriate, and all company actions necessary for itto execute, deliver and perform under the GEC LLC and GEM LLC Agreements willbe duly and properly taken by its respective Managers and/or officers, asappropriate.**

 

**(C)          ThisAgreement constitutes a valid and binding obligation of the Party making thisrepresentation, enforceable in accordance with the respective terms of suchagreement.**

 

**(D)          Neitherits execution, delivery nor performance of this Agreement will violate orbreach any term or provision of, or constitute a default under, its MembershipAgreement, Certificate of Incorporation or By- Laws, as amended, or anymaterial agreement to which it is a Party or to which it or any of its propertyis subject, and, neither the execution, delivery nor performance of the GEC LLCor GEM LLC Agreement will violate or breach any term or provision of, orconstitute a default under, their respective Membership Agreements,Certificates of Incorporation or By-Laws, as amended, or any material agreementto which they are a Party or to which they or any of their property is subject.**

 

**(E)           Tothe extent that it would prevent performance of this Agreement or the GEC  LLC or GEM LLC Agreements:**

 

**(i)            thereare no actions, suits, claims, proceedings or investigations (whether or not onits behalf) pending or, to its knowledge, threatened against or affecting itwith respect to their businesses, at law or in equity or before or by anygovernmental court, department, commission, board, bureau, agency orinstrumentality, except as made known in the public domain, set forth in itssecurities filings or disclosed to the Parties of this Agreement;**

 

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**(ii)           itis not in default with respect to any order, writ, injunction, or decree of anycourt or governmental department, commission, board, bureau, agency orinstrumentality with respect to their businesses; and**

 

**(iii)         tothe best of its knowledge, has complied in all material respects with all laws,regulations and orders applicable to engaging in its businesses.**

 

**(F)           norepresentation or warranty made by it in this Agreement , in the GEC LLC or GEMLLC Agreement, or in any document, certificate or schedule required to befurnished pursuant thereto, contains any untrue statement of material fact, oromits to state a material fact necessary to make any statement contained hereinor therein not misleading.**

 

**ARTICLE IX**

**MISCELLANEOUS**

 

**Section 9.1  Notices.  All notices provided for in this Agreementshall be in writing, duly signed by the Party giving such notice, and shall bedelivered, telecopied or mailed by registered or certified mail or by recognizedovernight delivery service, as follows:**

 

**(i)            Ifgiven to****Full****House, incare of the Secretary at 2300 West Sahara Avenue, Suite 450-Box 23, Las Vegas,Nevada 89102, Telecopy:  (702) 221-8101with a copy to the Full House General Counsel at the same address;**

 

**(ii)           Ifgiven to Investor, in care of the Chief Executive at the address set forth inthe first paragraph of this Agreement, with a copy to the General Counsel atthe address set forth above.**

 

**All such notices shall be deemed to have been givenwhen received**

 

**Section 9.2  Amendments.  Any amendment to this Agreement shall beadopted and be effective as an amendment hereto if it receives the affirmativevote of each of the Parties, provided that such amendment be in writing andexecuted by each of the Parties.**

 

**Section 9.3  Failureto Pursue Remedies.  The failure ofany Party to seek redress for violation of, or to insist upon the strictperformance of, any**

 

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**provision of this Agreement shall not prevent a subsequentact, which would have originally constituted a violation, from having theeffect of an original violation.**

 

**Section 9.4  CumulativeRemedies.  The rights and remediesprovided by this Agreement are cumulative and the use of any one right orremedy by any Party shall not preclude or waive its right to use any or allother remedies.  Said rights andremedies are given in addition to any other rights the Parties may have by law,statute, ordinance or otherwise.**

 

**Section 9.5  BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of all of the Parties and, to the extentpermitted by this Agreement, their successors, legal representatives andassigns.**

 

**Section 9.6  Interpretation.  Throughout this Agreement, nouns, pronounsand verbs shall be construed as masculine, feminine, neuter, singular orplural, whichever shall be applicable.**

 

**Section 9.7  Severability.  The invalidity or unenforceability of anyparticular provision of this Agreement shall not affect the other provisionshereof, and this Agreement shall be construed in all respects as if suchinvalid or unenforceable provision were omitted.**

 

**Section 9.8  Counterparts.  This Agreement may be executed in any numberof counterparts with the same effect as if all Parties hereto had signed thesame document.  All counterparts shallbe construed together and shall constitute one instrument.**

 

**Section 9.9  Integrationand Future Assurances.  ThisAgreement constitutes the entire agreement among the Parties hereto pertainingto the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto, and all exhibits attached hereto shall beincorporated herein.. The Parties agree to execute any further documentsreasonably necessary to effectuate the transactions contemplated by thisAgreement.**

 

**Section 9.10  GoverningLaw.  This Agreement and the rightsof the Parties hereunder shall be interpreted in accordance with the laws ofthe State of Delaware, and all rights and remedies shall be governed by suchlaws without regard to principles of conflict of laws.**

 

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**Section 9.11  AlternativeDispute Resolution.  Except asotherwise provided in this Agreement (and specifically excluding any matter tobe determined by the Members or waived in writing by all Parties, any dispute,controversy or claim between the Parties arising out of or related to thisAmended Agreement, either during the existence of the Company or afterwards,between the Parties hereto, their assignees, their Affiliates, their attorneysor agents, shall be resolved in Reno, Nevada, as set forth in this Section 9,which shall apply, without limitation, to any action against any Member and allactions where the Chancery Court of the State of Delaware would have subjectmatter jurisdiction but for this Section 9, except for those actions where thecourt has exclusive subject matter jurisdiction expressly under Section18-305(f) of the Act.  In those actionswhere that court has that exclusive subject matter jurisdiction, despite theprovisions of this Agreement intended to control over the Act, the Partieshereby submit to the personal jurisdiction and venue of that court, and theyagree that the Company or Members may enforce their rights in that court.**

 

**(a)           *Good Faith Negotiations; Mediation.*  The Parties shall first seek to negotiate,in good faith and in a timely fashion, a resolution of their dispute.  If such negotiations fail to resolve thedispute, then the Parties shall determine if they desire to submit the disputeto mediation, and if they elect to seek a resolution by mediation, they shallthen submit the dispute to mediation by an Alternative Dispute Resolutionentity (“ADR Entity”) mutually-agreed to be the parties under the ADR Entity’smediation rules and, if the Parties cannot agree on that entity, then by theAAA under the AAA’s Commercial Mediation Rules then in effect.**

 

**(b)           *Arbitration.*  If the Parties have not sought mediation, or if any mediation hasfailed to resolve the dispute, then the dispute shall be resolved byarbitration by an ADR Entity mutually-agreed to be the parties under thatentity’s arbitration rules and, if the Parties cannot agree on that ADR Entity,then by the AAA in accordance with the AAA’s Rules for Commercial Arbitrationthen in force, except as provided in this Section 9.  The arbitration shall be conducted in Reno, Nevada, before apanel of three (3) arbitrators, all of whom shall possess the necessary expertiseabout the subject matter of the dispute to be able to resolve the dispute.  The decision of the arbitration panel shallbe final and binding, and the arbitration award may be confirmed by a court ofcompetent jurisdiction.  The arbitrationpanel shall not have any power to alter, amend, modify, or change any of theterms of this Agreement or to grant any remedy**

 

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**eitherprohibited by the terms of this Amended Agreement or not available in a courtof law.  The arbitration panel may awardreasonable attorneys’ fees and costs to the prevailing or most-prevailingparty.  The provisions of applicableDelaware arbitration law shall govern the arbitration, including theconfirmation of any arbitration award.**

 

**(c)           *Payment.* Each party to the arbitration will pay its pro rata share of theexpenses and fees of the arbitrators, together with other expenses of thearbitration incurred or approved by the arbitrators, together with otherexpenses of the arbitration incurred or approved by the arbitrators.  Arbitration may proceed in the absence ofany party, if notice under the ADR Entity’s or AAA’s rules and regulations, asapplicable, of the proceedings has been given to such party.**

 

**(d)           *Binding Effect and Enforcement.*  The Parties agree to abide by all decisionsand awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators shall be final andconclusive, and they may be entered in any court having jurisdiction thereof.**

 

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**IN WITNESS WHEREOF, the Parties hereto have dulyexecuted this Agreement as of the day and year first written above.**

 
| **FULL HOUSE RESORTS, INC.** |
|------------------------------|
|                         |
|                         |
| **By:**                      |   |   |
|                         | **Michael P. Shaunnessy** |
|                         | **Executive Vice President** |
|                         |
| **RAM ENTERTAINMENT, LLC**   |
|                         |
|                         |
| **By:**                      |   |   |
|                         | **Robert Mathewson** |
|                         | **Its:** |   |   |
|                              |  |  |  |  |

 

**FOR VALUE RECEIVED AND IN CONSIDERATION OF BENEFITS CONFERREDON GEM BY THIS AGREEMENT, GEM HEREBY AGREES TO PERFORM SUCH TERMS CONTAINEDHEREIN AS THOSE TERMS APPLY TO IT.**

 

**GAMING ENTERTAINMENT (MICHIGAN) L.L.C.**

 

 
| **By:** |                      |   |
|---------|---------------------------|--------|
|    | **Michael P. Shaunnessy** |
|    | **Member**                |

 

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