of the
Company's business and prospects.
THE PURCHASER UNDERSTANDS THAT ITS INVESTMENT
IN THE SHARES INVOLVES A HIGH DEGREE OF RISK.
(h)
No Governmental Review.
Each Purchaser understands that no United
States federal or state agency or any other government or governmental agency or
authority has passed upon or made any recommendation or endorsement of the
Shares.
(i)
Residency.
Such Purchaser is a resident of the jurisdiction set
forth immediately below such Purchaser's name on the signature pages attached
hereto.
(j)
Acknowledgment Regarding 5% Ownership of Company's Outstanding
Common Stock.
The Purchasers acknowledge and agree that if at any point in
time any Purchaser owns five percent (5%) or more of the Company's outstanding
shares of Common Stock, then said Purchaser may be subject to obligations,
including the filing of applicable documents, under the rules and regulations of
(i) the Commission, and (ii) various gaming regulatory agencies.
OTHER AGREEMENTS OF THE PARTIES
TRANSFER RESTRICTIONS.
SECURITIES MAY ONLY BE DISPOSED OF PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES
OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR TO THE COMPANY OR
PURSUANT TO RULE 144(K), EXCEPT AS OTHERWISE SET FORTH HEREIN, THE COMPANY MAY
REQUIRE THE TRANSFEROR TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED
BY THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, THE
COMPANY HEREBY CONSENTS TO AND AGREES TO REGISTER ON THE BOOKS OF THE
13
COMPANY AND WITH ITS TRANSFER AGENT, WITHOUT ANY SUCH LEGAL OPINION, ANY
TRANSFER OF SECURITIES BY A PURCHASER TO AN AFFILIATE OF SUCH PURCHASER,
PROVIDED THAT THE TRANSFEREE CERTIFIES TO THE COMPANY THAT IT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
THE PURCHASERS AGREE TO THE IMPRINTING, SO LONG AS IS REQUIRED BY THIS
SECTION 4.1(B), OF THE FOLLOWING LEGEND ON ANY CERTIFICATE EVIDENCING
SECURITIES:
[NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE] HAVE [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
NOTWITHSTANDING THE
FOREGOING, THESE SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
In addition, the Purchasers acknowledge that