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.
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.
(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 (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144,
(II) TO THE COMPANY OR (III) 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 EFFECT
THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED