Extract to table

643, which provides that any person who acquires beneficial ownership of 5% or more of the outstanding voting securities of a registered publicly traded corporation must report the acquisition to the Commission and, if required by the Board, apply for a finding of suitability

Any person or entity that acquires, directly or indirectly, beneficial ownership of 5% or more of the outstanding voting securities of a registered publicly traded corporation is required to file a notification with the NGCB within ten (10) days of crossing the 5% threshold

To qualify for this exemption, the institutional investor must satisfy the following conditions: (a) The holder must not exercise control over, or participate in the management of, the gaming licensee or any entity that controls the gaming licensee

(b) The holding must be passive and must not be intended to influence, and must not have the effect of influencing, the gaming operations of the licensee

In addition, we recommend that the Warrant Agreement include a provision (a "regulatory cap") providing that in no event shall the number of Warrant Shares, after giving effect to any anti-dilution adjustments or other increases, exceed the number of shares that would represent 4

C&H recommends (a) maintaining a fixed Warrant Share count of 1,650,000 rather than a recalculated percentage of fully diluted equity, (b) including a regulatory cap in the Warrant Agreement providing that in no event shall the Warrant Shares exceed 4