TELEVISION OR RADIO OR PRESENTED AT
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(F)
SHORT SALES AND CONFIDENTIALITY PRIOR TO
THE DATE HEREOF.
OTHER THAN THE TRANSACTION CONTEMPLATED HEREUNDER, SUCH
PURCHASER HAS NOT, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH PURCHASER, DIRECTLY OR INDIRECTLY EXECUTED ANY
TRANSACTION, INCLUDING SHORT SALES, IN THE SECURITIES OF THE COMPANY DURING THE
PERIOD COMMENCING FROM THE TIME THAT SUCH PURCHASER FIRST RECEIVED A TERM SHEET
(WRITTEN OR ORAL) FROM THE COMPANY OR ANY OTHER PERSON SETTING FORTH THE
MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREUNDER UNTIL THE DATE HEREOF
("DISCUSSION TIME").
NOTWITHSTANDING THE FOREGOING, IN THE CASE OF A PURCHASER
THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY SEPARATE PORTFOLIO MANAGERS
MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS AND THE PORTFOLIO MANAGERS
HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS MADE BY THE PORTFOLIO
MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S ASSETS, THE REPRESENTATION
SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE PORTION OF ASSETS MANAGED
BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT DECISION TO PURCHASE THE
SECURITIES COVERED BY THIS AGREEMENT.
OTHER THAN TO OTHER PERSONS PARTY TO THIS
AGREEMENT, SUCH PURCHASER HAS MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES
MADE TO IT IN CONNECTION WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND
TERMS OF THIS TRANSACTION).
(G)
FELONIES; DENIAL OF GAMING LICENSE.
EACH
PURCHASER, AND IF SUCH PURCHASER IS AN ENTITY EACH PERSON WHO CONTROLS SUCH
PURCHASER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20
OF THE EXCHANGE ACT), (A) HAS NOT BEEN CONVICTED OF A FELONY IN ANY U.S. OR
FOREIGN JURISDICTION, WHICH CONVICTION HAS NOT BEEN SUBSEQUENTLY OVERTURNED ON
APPEAL AND (B) HAS NOT BEEN FOUND UNSUITABLE FOR, DENIED, OR, AFTER GRANT, HAD
REVOKED OR SUSPENDED, ANY LICENSE OR OTHER AUTHORIZATION TO PARTICIPATE IN THE
GAMING INDUSTRY ISSUED BY ANY GOVERNMENTAL AUTHORITY INCLUDING, WITHOUT
LIMITATION, NIGC, ANY TRIBE OR TRIBAL GAMING AUTHORITY, CLGCC OR MRC.
(H)
GAMING AUTHORITIES.
EACH PURCHASER HEREBY
ACKNOWLEDGES AND AGREES THAT SUCH PURCHASER'S INVESTMENT IN THE SECURITIES
PURSUANT TO THIS AGREEMENT MAY SUBJECT SUCH PURCHASER TO SCRUTINY BY THE GAMING
AUTHORITIES.
EACH PURCHASER FURTHER ACKNOWLEDGES THAT IF SUCH PURCHASER BECOMES
A BENEFICIAL OWNER OF FIVE PERCENT (5%) OR MORE OF THE OUTSTANDING COMMON STOCK,
SUCH PURCHASER MAY BECOME SUBJECT TO ENHANCED SCRUTINY BY THE GAMING
AUTHORITIES.
NIGC IS CURRENTLY ENGAGED IN A BACKGROUND INVESTIGATION OF THE
COMPANY AND NIGC HAS
20
INFORMED THE MANAGEMENT OF THE COMPANY THAT ANY HOLDER OF FIVE PERCENT (5%) OR
MORE OF THE OUTSTANDING COMMON STOCK MUST SUBMIT AN APPLICATION FOR A BACKGROUND
INVESTIGATION BY NIGC.
UNDER CLGCC RULES, THE COMPANY MUST DISCLOSE TO THE
CLGCC ANY HOLDER OF FIVE PERCENT (5%) OR MORE OF THE OUTSTANDING COMMON STOCK
AND CLGCC MAY THEN DETERMINE WHETHER TO PERFORM A BACKGROUND INVESTIGATION OF
THAT STOCKHOLDER.
IN ADDITION, THE COMPANY MUST DISCLOSE TO CLGCC ANY HOLDER OF
TEN PERCENT (10%) OR MORE OF ITS OUTSTANDING COMMON STOCK