AND THAT HOLDER MUST
FILE AN APPLICATION FOR A FINDING OF SUITABILITY WITH CLGCC.
AS PROVIDED IN THE
ARTICLES OF INCORPORATION, EACH PURCHASER COVENANTS AND AGREES TO PROMPTLY
PROVIDE INFORMATION AND MATERIALS THAT ARE REQUIRED BY THE GAMING AUTHORITIES
AND TO COMPLY WITH ANY OTHER REQUIREMENTS OF THE GAMING AUTHORITIES AND AGREES
TO DO SO AT THE PURCHASER'S EXPENSE.
(I)
REDEMPTION RIGHT OF COMPANY.
EACH
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, AS SET FORTH IN ARTICLE XI, (A)
IF SUCH PURCHASER REFUSES TO PROVIDE ANY INFORMATION REQUESTED BY THE GAMING
AUTHORITIES, OR (B) IF THE BOARD OF DIRECTORS OF THE COMPANY MAKES A REASONABLE,
GOOD FAITH DETERMINATION, IN RESPONSE TO A WRITTEN REQUEST OR NOTICE FROM THE
GAMING AUTHORITIES TO THE COMPANY OR SUCH PURCHASER, THAT THE CONTINUED
OWNERSHIP OF THE SECURITIES BY SUCH PURCHASER MAY RESULT IN (1) THE DISAPPROVAL
OR NON-RENEWAL OF ANY GAMING CONTRACT OR (2) THE DISAPPROVAL, LOSS,
MODIFICATION, NON-RENEWAL OR NON-REINSTATEMENT OF ANY GAMING LICENSE, APPROVAL,
FRANCHISE OR CONSENT FROM ANY GAMING AUTHORITY, THE COMPANY HAS THE RIGHT TO
REDEEM ANY SECURITIES HELD BY SUCH PURCHASER IN ACCORDANCE WITH ARTICLE XI.
AS
PROVIDED UNDER ARTICLE XI, THE COMPANY MUST PROVIDE AT LEAST 30 DAYS PRIOR
WRITTEN NOTICE TO THE PURCHASER BEFORE REDEEMING THE SECURITIES AND PURCHASER
HAS THE RIGHT, DURING THAT 30 DAY PERIOD, TO DISPOSE OF THE SECURITIES OF ITS
OWN ACCORD.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN
COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY
TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR RULE 144, TO THE COMPANY OR TO AN AFFILIATE OF A PURCHASER OR IN
CONNECTION WITH A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), THE COMPANY MAY
REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL
SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM
AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY,
TO THE
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EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED
SECURITIES UNDER THE SECURITIES ACT.
AS A CONDITION OF TRANSFER, ANY SUCH
TRANSFEREE SHALL AGREE IN WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND
SHALL HAVE THE RIGHTS OF A PURCHASER UNDER THIS AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT.
(B)
THE PURCHASERS AGREE TO THE IMPRINTING, SO
LONG AS IS REQUIRED BY THIS SECTION 4.1, OF A LEGEND ON ANY OF THE SECURITIES IN
THE FOLLOWING FORM:
THIS SECURITY HAS 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 ACCORDANCE WITH
APPLICABLE