Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"

Section 1.2 — Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "S

ARTICLE II — ISSUANCE OF WARRANTS

Section 2.1 — Issuance. Upon execution and delivery of this Agreement on the Effective Date, the Company shall issue to the Holder Warrants to purchase an aggregate of 1,650,000 Warrant Shares at an initial Exercise Price of $9.24 per Warrant Share, subject in each case to adjustment as provided in Article V. The Warrants shall be issued for no additional cash consideration beyond the consideration provided under the

Section 2.2 — Warrant Certificate. The Warrants shall be evidenced by one or more Warrant Certificates substantially in the form attached hereto as Exhibit A, which shall be registered in the name of the Holder and shall indicate (a) the number of Warrant Shares for which the Warrants are exercisable and (b) the Exercise Price. Each Warrant Certificate shall be executed on behalf of the Company by a duly authorized o

Section 2.3 — No Fractional Shares. No fractional Warrant Shares shall be issued upon exercise of the Warrants. If any exercise of the Warrants would otherwise result in the issuance of a fractional share of Common Stock, the Company shall, in lieu of issuing such fractional share, pay to the Holder a cash amount equal to such fraction multiplied by the excess, if any, of the Fair Market Value of one share of Common

Section 2.4 — Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available, out of the aggregate of its authorized but unissued shares of Common Stock, a number of shares of Common Stock sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock so reserved shall be free from preemptive rights and shall, upon issuance upon the exerc

ARTICLE III — EXERCISE OF WARRANTS

Section 3.1 — Exercise Period. The Warrants shall be exercisable at any time and from time to time during the Exercise Period, which commences on the Effective Date and expires at 5:00 p.m. Pacific Time on the Expiration Date (the seventh (7th) anniversary of the Effective Date). Any Warrants that have not been exercised prior to the expiration of the Exercise Period shall thereupon become void and of no further forc

Section 3.2 — Exercise for Cash. To exercise the Warrants for cash, the Holder shall deliver to the Company, at its principal executive offices at 4250 South Decatur Boulevard, Suite 1100, Las Vegas, NV 89103, Attention: General Counsel, or at such other office or agency of the Company as it may designate by written notice to the Holder: (a) a duly completed and executed Notice of Exercise substantially in the form a

Section 3.3 — Cashless Exercise (Net Exercise). In lieu of making a cash payment of the Exercise Price pursuant to Section 3.2, the Holder may elect to exercise the Warrants, in whole or in part, on a cashless basis (a "Cashless Exercise") by surrendering such Warrants and receiving, in exchange therefor, a net number of shares of Common Stock determined in accordance with the following formula: Net Shares = (A × (B

Section 3.4 — Partial Exercise. The Warrants may be exercised in whole or in part at any time and from time to time during the Exercise Period. In the event of a partial exercise, the Company shall, at the time of delivery of the Warrant Shares pursuant to Section 3.5, issue to the Holder a new Warrant Certificate (or shall cause the Warrant Register to be updated, in the case of book-entry Warrants) evidencing the r

Section 3.5 — Delivery of Warrant Shares. The Company shall, within three (3) Business Days after its receipt of a properly completed and executed Notice of Exercise together with the applicable payment (in the case of a cash exercise) or cashless exercise election (in the case of a Cashless Exercise), cause to be issued and delivered to the Holder (or to such other Person as the Holder may direct in the Notice of Ex

Section 3.6 — Validity of Warrant Shares. All Warrant Shares issued upon the exercise of the Warrants in accordance with this Agreement shall be validly issued, fully paid, and non-assessable, and free and clear of all liens, pledges, security interests, charges, claims, encumbrances, and restrictions of any kind (other than (a) restrictions on transfer under applicable federal and state securities laws, (b) restrict

ARTICLE IV — TRANSFER AND ASSIGNMENT

Section 4.1 — Restrictions on Transfer. The Warrants and the Warrant Shares have not been registered under the Securities Act or under any state securities laws and are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Holder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothe

Section 4.2 — Legends. Each Warrant Certificate and any certificate or book-entry notation representing Warrant Shares shall bear the following restrictive legend (or a legend substantially to the following effect): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE

Section 4.3 — Warrant Register. The Company shall maintain, or cause to be maintained, at its principal executive offices (or at such other office as the Company may designate by written notice to the Holder), a register (the "Warrant Register") in which the Company shall record the name and address of the Holder of each Warrant and each permitted transferee. Until a Transfer is duly effected in accordance with this

Section 4.4 — Replacement Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant Certificate, and in the case of loss, theft, or destruction, upon delivery of an indemnity agreement or surety bond, in each case in form and substance reasonably satisfactory to the Company and, if required by the Company, with surety in an amount equal

ARTICLE V — ANTI-DILUTION ADJUSTMENTS

Section 5.1 — Stock Dividends and Splits. If, at any time while the Warrants are outstanding, the Company (a) pays a stock dividend on the Common Stock, (b) subdivides or splits the outstanding shares of Common Stock into a larger number of shares, or (c) combines or effects a reverse stock split of the outstanding shares of Common Stock into a smaller number of shares, then the number of Warrant Shares and the Exerc

Section 5.2 — Distributions. If the Company shall distribute to all holders of outstanding Common Stock any assets, properties, rights, or securities (other than shares of Common Stock for which an adjustment is provided under Section 5.1), including without limitation any extraordinary cash dividend, any non-cash dividend, or any distribution of evidences of indebtedness, warrants, options, or rights to subscribe fo

Section 5.3 — Reclassifications, Mergers, and Consolidations. In the event of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value or from par value to no par value, or a subdivision or combination for which adjustment is provided under Section 5.1), or in the event of any merger, consolidation, statutory share exchange, or sale, lease, or other transfer of all or

Section 5.4 — Issuance of Additional Common Stock Below Exercise Price (Weighted Average Anti-Dilution). If, at any time while the Warrants are outstanding, the Company issues or sells any additional shares of Common Stock (other than Excluded Issuances, as defined below) at a price per share (or, in the case of convertible securities, at an effective conversion or exercise price per share) that is less than the Exer

Section 5.5 — Certificate of Adjustment. Upon any adjustment to the Exercise Price or the number of Warrant Shares pursuant to this Article V, the Company shall promptly (and in any event within ten (10) Business Days after such adjustment) deliver to the Holder a certificate signed by the Chief Financial Officer or Treasurer of the Company (currently Priya Sandoval, Chief Financial Officer, or Angela Fong, Treasurer

Section 5.6 — No Adjustment for Certain Issuances. Notwithstanding anything to the contrary in this Article V, no adjustment to the Exercise Price or the number of Warrant Shares shall be made in respect of any Excluded Issuance, as defined in Section 5.4 above.

ARTICLE VI — COVENANTS OF THE COMPANY

Section 6.1 — Reservation of Shares. The Company covenants and agrees that, at all times during the Exercise Period, it shall reserve and keep available, out of its authorized but unissued shares of Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise in full of all outstanding Warrants, including any additional Warrant Shares that may become issuable as

Section 6.2 — Listing. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) and to comply with all requirements of Nasdaq (or such other exchange) in connection therewith. Prior to, or promptly following, the first exercise of any Warrants, the Company shall apply for listing of

Section 6.3 — Compliance with Laws. The Company shall comply in all material respects with all applicable federal and state securities laws, rules, and regulations in connection with the issuance of the Warrants and the Warrant Shares, including without limitation the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. The Company shall als

Section 6.4 — No Impairment. The Company shall not, by amendment of its articles of incorporation or bylaws, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company hereunder, and the Company

Section 6.5 — Notice of Certain Events. The Company shall provide the Holder with written notice at least twenty (20) days prior to: (a) any record date established for the payment of any dividend, the making of any distribution, or the granting of any right to subscribe for or purchase any shares of any class of stock or any other securities of the Company; (b) the consummation of any merger, consolidation, statutor

Section 6.6 — Gaming Regulatory Compliance. The Company shall provide reasonable cooperation to the Holder in connection with any gaming regulatory filings that may be required in connection with the ownership, transfer, or exercise of the Warrants or the Warrant Shares, including without limitation filings with the Nevada Gaming Control Board, the Arizona Department of Gaming, and the New Mexico Gaming Control Board

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows, as of the Effective Date: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with its principal executive offices located at 4250 South Decatur Boulevard, Suite 1100, Las Vegas, NV 8

Section 7.2 — Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows, as of the Effective Date: (a) Organization. The Holder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Holder is Pinnacle Bridge Capital Management, LLC, a limited liability company duly orga

ARTICLE VIII — REGISTRATION RIGHTS

Section 8.1 — Demand Registration. At any time after six (6) months following the Effective Date, the Holder may request in writing (a "Demand Notice") that the Company file a registration statement under the Securities Act covering the resale of all or a portion of the Registrable Securities (the "Demand Registration"). Upon receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file a

Section 8.2 — Piggyback Registration. If the Company at any time proposes to register any shares of Common Stock under the Securities Act for its own account or for the account of any other securityholder (other than a registration statement on Form S-4 or Form S-8, or any successor forms thereto, or a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company

Section 8.3 — Shelf Registration. The Company shall use commercially reasonable efforts to file with the SEC, and to maintain as effective, a shelf registration statement on Form S-3 (or any successor form thereto) under the Securities Act covering the resale of all of the Registrable Securities, provided that the Company is then eligible to use Form S-3 for such purpose. If the Company is not eligible to use Form S-

Section 8.4 — Registration Expenses. All fees, costs, and expenses incurred in connection with any registration pursuant to this Article VIII (collectively, "Registration Expenses") shall be borne by the Company, including without limitation (a) all SEC registration and filing fees, (b) all Nasdaq listing fees, (c) all printing and duplicating expenses, (d) all fees and disbursements of counsel for the Company, (e) a

Section 8.5 — Indemnification. (a) Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Holder, each of its Affiliates, and each of their respective partners, members, managers, directors, officers, employees, agents, and representatives (each, a "Holder Indemnified Party"), from and against any and all losses, claims, damages, liabilities, judgments, costs, and expenses (includi