invalidating the remainder of such
provisions or the remaining provisions of this Warrant.
n)
Headings.
The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.
o)
GAMING AUTHORITIES.
EACH PURCHASER HEREBY ACKNOWLEDGES AND
AGREES THAT SUCH PURCHASER'S INVESTMENT IN THE WARRANT AND WARRANT SHARES
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 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 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.
p)
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 WARRANT AND WARRANT SHARES 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 WARRANT AND WARRANT SHARES AND PURCHASER HAS THE RIGHT,
DURING THAT 30 DAY PERIOD, TO DISPOSE OF THE WARRANT AND WARRANT SHARES OF ITS
OWN ACCORD.
********************
(SIGNATURE PAGES FOLLOW)
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date first above indicated.
SOUTHWEST CASINO CORPORATION
By:
Name:
Title:
NOTICE OF EXERCISE
TO:
SOUTHWEST CASINO CORPORATION
(1)
The undersigned hereby elects to purchase