AMENDED
(THE "EXCHANGE ACT"), OR A
15
REGISTRATION STATEMENT PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), THE COMPANY SHALL COMPLY WITH THE
REPORTING REQUIREMENTS OF SECTIONS 13 AND 15(D) OF THE EXCHANGE ACT AND WILL
COMPLY WITH ALL OTHER APPLICABLE PUBLIC INFORMATION REPORTING REQUIREMENTS OF
THE SECURITIES AND EXCHANGE COMMISSION FROM TIME TO TIME IN EFFECT AND RELATING
TO THE AVAILABILITY OF AN EXEMPTION FROM THE SECURITIES ACT FOR THE SALE OF ANY
RESTRICTED SECURITIES, INCLUDING RULE 144 AND RULE 144A PROMULGATED BY SUCH
COMMISSION UNDER THE SECURITIES ACT; AND
(F)
IT SHALL NOT, BY AMENDMENT TO ITS ARTICLES OF ORGANIZATION
(WHETHER BY WAY OF MERGER, OPERATION OF LAW, OR OTHERWISE) OR THROUGH
REORGANIZATION, TRANSFER OF ASSETS, CONSOLIDATION, MERGER, DISSOLUTION, ISSUANCE
OR SALE OF SECURITIES, AGREEMENT OR ANY OTHER VOLUNTARY ACTION (INCLUDING ANY OF
THE FOREGOING THAT CONSTITUTES A LIQUIDITY EVENT), AVOID OR SEEK TO AVOID THE
OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO BE OBSERVED OR PERFORMED
HEREUNDER BY THE COMPANY AND SHALL AT ALL TIMES IN GOOD FAITH ASSIST IN THE
CARRYING OUT OF ALL THE PROVISIONS OF THIS WARRANT AND IN THE TAKING OF ALL SUCH
ACTION AS MAY BE REASONABLY NECESSARY IN ORDER TO PROTECT THE RIGHTS OF THE
HOLDERS AGAINST IMPAIRMENT.
NOTHING IN THIS CLAUSE WILL RESTRICT THE COMPANY
FROM TAKING ANY ACTION REQUIRED BY ANY GAMING AUTHORITY.
SECTION 5.
RESTRICTIONS ON TRANSFER
5.1.
RESTRICTIVE LEGEND.
(A)
THE WARRANT INTERESTS ISSUABLE UPON EXERCISE HEREOF, ARE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT DATED AS OF
NOVEMBER 30,
2006, BY AND AMONG THE
COMPANY AND THE PARTIES THERETO (AS THE SAME MAY BE AMENDED FROM TIME TO TIME,
THE "INVESTOR RIGHTS AGREEMENT") AND MAY BE SUBJECT TO REDEMPTION AS PROVIDED IN
THE COMPANY'S ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT.
EACH
CERTIFICATE REPRESENTING WARRANT INTERESTS ISSUED UPON EXERCISE OF THIS WARRANT
AND EACH CERTIFICATE ISSUED TO ANY SUBSEQUENT TRANSFEREE OF ANY SUCH
CERTIFICATE, SHALL BE STAMPED OR OTHERWISE IMPRINTED WITH A LEGEND IN
SUBSTANTIALLY THE FORM AS FOLLOWS:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE
SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF
SECURITIES, (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY
LAWS, AND (3) IN ACCORDANCE WITH APPLICABLE STATE GAMING LAWS AND REQUIREMENTS
AND RESTRICTIONS IMPOSED BY THE NEVADA GAMING COMMISSION
16
THE MEMBERSHIP INTERESTS ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO
THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT,
DATED AS OF NOVEMBER 30, 2006, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET
FORTH THEREIN.
A COMPLETE AND CORRECT COPY OF