Common use of AGREEMENT AND UNDERTAKINGS Clause in Contracts

AGREEMENT AND UNDERTAKINGS. 1.1 Subject to Clause 3.6 of this Agreement, the VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate 200 seats of Machines (the initial machines-mix thereof shall be determined by ELIXIR and any subsequent change thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below)) at the Chinese Restaurant Area. For the avoidance of doubt, the permission to manage and operate the Machines under this Agreement shall be restricted to the Chinese Restaurant Area only and unless otherwise pursuant to the terms of this Agreement, the First Agreement and/or the Second Supplemental Agreement, ELIXIR shall have no right to manage and/or operate any Machines or any other machines or gaming devices in other part of NagaWorld and/or any other premises owned by the VENUE OWNER. 1.2 Subject to the terms hereof (and in particular Clauses 2 and 3 below), it is ELIXIR’s obligations under this Agreement, at its costs (unless otherwise specified in this Agreement) to: a. provide the Machines and the related equipment and systems for use of the Machines, including (i) xxxx validators; (ii) slot management system (to the extent that such system is compatible with the relevant types of the Machines); (iii) slot machine bases; (iv) chairs and (v) such other tools, equipment, spare parts or such other device or parts as may be reasonably required for the operation of the Machines to the VENUE OWNER and install the same (subject to the simultaneous performance of the obligations by the VENUE OWNER under Clause 1.3(a) below) at the Chinese Restaurant Area as soon as reasonably practicable after the date of this Agreement but in any case within 45 days after the date on which the VENUE OWNER has completed the renovation to and installation of the necessary cabling, fittings, equipment and systems as set forth in Clause 1.3(a) below at the Chinese Restaurant Area; b. provide all necessary technical personnel of ELIXIR to handle all technical and maintenance issues that arise in connection with the Machines and the related systems and equipment supplied by ELIXIR at the Chinese Restaurant Area; c. operate the Machines in the Chinese Restaurant Area in accordance with the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement. 1.3 Subject to the terms hereof, it is the VENUE OWNER’s obligations under this Agreement, at its own costs (unless otherwise specified in this Agreement) to: a. provide (i) UPS; (ii) Genset; and (iii) CCTV surveillance systems and all necessary electrical, cabling and other connections, fittings and facilities which are reasonably required for the proper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at the Chinese Restaurant Area. The VENUE OWNER undertakes that it will, within 30 days from the date of this Agreement, complete the renovation of the Chinese Restaurant Area (including the installation of the aforesaid cabling, fittings, equipment and systems thereto) and make it become ready for installation and operation of the Machines (and the related equipment and systems for use of the Machines) by ELIXIR; b. without prejudice to the generality of foregoing provision, provide (and maintain throughout the term of this Agreement) the reasonably necessary facilities and utilities supply for the proper installation and operation of the Machines and the related equipment and systems supplied or to be supplied by ELIXIR at the Chinese Restaurant Area including but not limited to air-conditioning and stable power supply voltage; c. carry out the gaming and wagering business and activities, (including the Machines in the Chinese Restaurant Area) in NagaWorld in accordance with agreements already signed with the relevant government authorities and the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the gaming business at NagaWorld and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of the VENUE OWNER as expressly set out in this Agreement. 1.4 Upon request by the Floor Staffs (as defined in Clause 1.6 below) of managerial grade: (a) the VENUE OWNER shall provide, food and beverage and other amenities to the players and patrons of the Machines at the Chinese Restaurant Area according to the price set in the amenities tariff in Schedule C to this Agreement (the “Amenities Tariff”) provided that (i) the Amenities Tariff is subject to annual review by the VENUE OWNER and approval by the Machines Operation Committee; (ii) the Cost Sharing Formula (as defined in Clause 1.5 below) is subject to the Amenities Tariff, and is only applicable for items no. 1-11, 15 and 16 of the Amenities Tariff; (iii) for amenities not specified in the Amenities Tariff, the cost sharing ratio shall be agreed separately by ELIXIR and the VENUE OWNER at the Machines Operation Committee meeting(s). 1.5 According to the First Agreement and the Second Supplemental Agreement, ELIXIR and the VENUE OWNER have set up a fund designated as budgeted marketing expenditure (“Marketing Fund”). ELIXIR and the VENUE OWNER hereby confirm and acknowledge that with effect from the Commercial Commencement Date (as defined in Clause 14 below), the contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall be in accordance with the cost sharing formula stipulated in Schedule B of this Agreement (the “Costs Sharing Formula”). ELIXIR and the VENUE OWNER further confirm and acknowledge that the budget of the Marketing Fund for certain period of time and the timing of the contributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below) from time to time. In connection with the Marketing Fund, ELIXIR and the VENUE OWNER agree and confirm that : (a) the VENUE OWNER shall have control over the keeping of the Marketing Fund provided that (i) the Marketing Fund shall only be applied and used in accordance with such Marketing Plan (as defined in sub-clause (b) below) as approved by the Machines Operation Committee (as defined in Clause 1.8 below) and/or for the purpose of funding the costs of providing the food and beverages and other amenities (which food, beverages and other amenities shall be charged according to the price set in the Amenities Tariff) to the players or patrons of the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) in accordance with Clause 1.4 above; (ii) the VENUE OWNER shall keep proper books and records concerning the accumulation and any usage of the Marketing Fund; and (iii) ELIXIR shall have full audit rights (at that its sole costs) regarding the Marketing Fund and the VENUE OWNER shall provide all necessary information that relates to application of the Marketing Fund upon reasonable request by ELIXIR; (b) at such time as ELIXIR and VENUE OWNER deem appropriate, either the parties together or ELIXIR alone shall formulate such marketing and promotion plan and the related budget for the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) (“Marketing Plan”) and put forward the same to the Machines Operation Committee for its approval; (c) subject to the approval by the Machines Operation Committee, the VENUE OWNER and ELIXIR shall implement the Marketing Plan in accordance with the approved budget within a reasonable timeframe; (d) nothing contained in this Clause 1.5 shall preclude either (i) the VENUE OWNER (at its sole discretion and which is not obliged to) to carry out, at its own costs, any additional marketing and promotion plans for NagaWorld or any part thereof (regardless of whether or not such additional marketing and promotion events will also benefit or cover the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Area) or (ii) ELIXIR (at its sole discretion and which is not obliged to) to carry out, at its costs, any additional marketing and promotion plans for the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Are provided that such additional marketing and promotion plans or events formulated or carried out by ELIXIR shall be subject to the prior written approval of the VENUE OWNER (such approval not to be unreasonably withheld or delayed). The parties agree that all these additional marketing and promotion events initiated by the respective parties shall not be funded by the Marketing Fund and shall not be subject to approval by the Machines Operation Committee; and (e) all records, papers, documents, materials or works (and all the Intellectual Property Rights embedded therein) made or prepared by the respective parties in relation to : (i) the marketing efforts as set out in Clause 1.5(d) above shall belong to and remain the exclusive property of the relevant making or preparing party; and (ii) the Marketing Plan (as defined in Clause 1.5(b) above) shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall prevent either party at any time from using for any purpose it thinks fit any know-how or experience gained or arising from the preparation or implementation of such Marketing Plan, subject always to complying with the obligations in Clause 20 in respect of the Confidential Information.

AGREEMENT AND UNDERTAKINGS. 1.1 (a) As at the date hereof, the VENUE OWNER has granted the permission to ELIXIR to manage and operate a total maximum of 440 seats of Machines supplied or provided by ELIXIR at the Original Area, the Additional Lobby Floor Area and the Chinese Restaurant Area; (b) Subject to Clause 3.6 3.1(b) of this Agreement, ELIXIR hereby exercises the Option under the Option Deed as to 200 additional seats of Machines and the VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate the said additional 200 seats of Machines (at the Lounge Area. The parties agree that of these 200 seats of Machines, ELIXIR shall place an initial machines-mix thereof 120 seats at the existing lobby lounge area and the area outside the Darling Darling lounge, which form part of the Lounge Area. With regard to the exact location(s) for placement of the remaining 80 seats of Machines, ELIXIR and the VENUE OWNER agree that they shall, subject to Clause 5.3(c) below, agree the same in good faith provided that unless otherwise agreed by ELIXIR, the relevant area(s) shall be determined by ELIXIR and any subsequent change thereto shall be determined by on the Machines Operation Committee lobby floor of NagaWorld; and (as defined in Clause 1.8 below)c) at the Chinese Restaurant Area. For the avoidance of doubt, the permission maximum total number of seats of Machines that can be operated and managed by ELIXIR at the EGT Areas is 640 seats of Machines and ELIXIR’s rights to manage and operate the Machines under this Agreement shall be restricted to the Chinese Restaurant Area EGT Areas only and unless otherwise pursuant to the terms of this Agreement, the First Agreement and/or the Second Supplemental Agreement, ELIXIR shall have no right to manage and/or operate any Machines or any other machines or gaming devices in other part of NagaWorld and/or any other premises owned by the VENUE OWNER. 1.2 Subject to the terms hereof (and in particular Clauses 2 and 3 below), it is ELIXIR’s obligations under this Agreement, at its costs (unless otherwise specified in this Agreement) to: a. (A) provide the Machines and the related equipment and systems for use of the Machines, including (i) xxxx validators; (ii) the necessary hardware system for supporting the slot management system (and to enter into, on its own, the extent that such system is compatible relevant agreement with the slot management system provider and to bear the relevant types of the Machinessoftware license fees charged by such provider); (iii) slot machine bases; (iv) chairs and (v) such other tools, equipment, spare parts or such other device or parts as may be reasonably required for the operation of the Machines at the EGT Areas to the VENUE OWNER OWNER; (B) without prejudice to the generality of the foregoing provision, install an initial 120 seats of Machines (the initial machines-mix thereof shall be determined by ELIXIR and install any subsequent change thereto shall be determined by the same Machines Operation Committee (as defined in Clause 1.8 below)) and other related equipment and system as mentioned above (subject to the simultaneous performance of the obligations by the VENUE OWNER under Clause 1.3(a) below) at the Chinese Restaurant existing lobby lounge area and the area outside the Darling Darling lounge, which form part of the Lounge Area as soon as reasonably practicable after the date of this Agreement but in any case within 45 days after the date on which the VENUE OWNER has completed the renovation to and installation of the necessary cabling, fittings, equipment and systems as set forth in Clause 1.3(a1.3(a)(B) below at such part of the Chinese Restaurant Lounge Area; b. provide all necessary technical personnel of ELIXIR to handle all technical and maintenance issues that arise in connection with the Machines and the related systems and equipment supplied by ELIXIR at the Chinese Restaurant AreaEGT Areas; c. operate the Machines in the Chinese Restaurant Area EGT Areas in accordance with the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the Machines at the Chinese Restaurant AreaEGT Areas; and e. perform and comply with such other obligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement. 1.3 Subject to the terms hereof, it is the VENUE OWNER’s obligations under this Agreement, at its own costs (unless otherwise specified in this Agreement) to: a. (A) provide (i) UPS; (ii) Genset; and (iii) CCTV surveillance systems and all necessary electrical, cabling and other connections, fittings and facilities which are reasonably required for the proper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at the Chinese Restaurant Area. The VENUE OWNER undertakes that it will, EGT Areas. (B) complete within 30 45 days from the date of this Agreement, complete the renovation of the Chinese Restaurant existing lobby lounge area and the area outside the Darling Darling lounge, which form part of the Lounge Area (including the installation of the aforesaid cabling, fittings, equipment and systems thereto) and make it such part of Lounge Area become ready for installation and operation of the Machines (and the related equipment and systems for use of the Machines) by ELIXIR; (C) enter into, on its own, the relevant agreement with the slot management system provider and to bear the relevant software license fees charged by such provider. b. without prejudice to the generality of foregoing provision, provide (and maintain throughout the term of this Agreement) the reasonably necessary facilities and utilities supply for the proper installation and operation of the Machines and the related equipment and systems supplied or to be supplied by ELIXIR at the Chinese Restaurant Area EGT Areas including but not limited to air-conditioning and stable power supply voltage; c. carry out the gaming and wagering business and activities, (including the Machines in the Chinese Restaurant AreaEGT Areas) in NagaWorld in accordance with agreements already signed with the relevant government authorities and the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the gaming business at NagaWorld and the operation of the Machines at the Chinese Restaurant AreaEGT Areas; and e. perform and comply with such other obligations/ undertakings on the part of the VENUE OWNER as expressly set out in this Agreement. 1.4 Upon request by the Floor Staffs (as defined in Clause 1.6 below) of managerial grade: (a) the VENUE OWNER shall provide, food and beverage and other amenities to the players and patrons of the Machines at the Chinese Restaurant Area EGT Areas according to the price set in the amenities tariff in Schedule C to this Agreement (the “Amenities Tariff”) ), provided that (i) the Amenities Tariff is subject to annual review by the VENUE OWNER and approval by the Machines Operation Committee; (ii) the Cost Sharing Formula (as defined in Clause 1.5 below) is subject to the Amenities Tariff, and is only applicable for items no. 1-11, 15 and 16 of the Amenities Tariff; (iii) for amenities not specified in the Amenities Tariff, the cost sharing ratio shall be agreed separately by ELIXIR and the VENUE OWNER at the Machines Operation Committee meeting(s). 1.5 According to the First Agreement and the Second Supplemental Agreement, ELIXIR and the VENUE OWNER acknowledge that they have set up a fund designated as budgeted marketing expenditure for promoting slot business at the EGT Areas or any part thereof (“Marketing Fund”). ELIXIR and the VENUE OWNER hereby confirm and acknowledge agree that with effect from the Commercial Commencement Date (as defined in Clause 14 below)Effective Date, the contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall be in accordance with the cost sharing formula stipulated in Schedule B of this Agreement (the “Costs Sharing Formula”). ELIXIR and the VENUE OWNER further confirm and acknowledge that the budget of the Marketing Fund for certain period of time and the timing of the contributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below) from time to time. In connection with the Marketing Fund, ELIXIR and the VENUE OWNER agree and confirm that : (a) the VENUE OWNER shall have control over the keeping of the Marketing Fund provided that (i) the Marketing Fund shall only be applied and used in accordance with such Marketing Plan (as defined in sub-clause (b) below) as approved by the Machines Operation Committee (as defined in Clause 1.8 below) and/or for the purpose of funding the costs of providing the food and beverages and other amenities (which food, beverages and other amenities shall be charged according to the price set in the Amenities Tariff) to the players or patrons of the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) EGT Areas or any part thereof in accordance with Clause 1.4 above; (ii) the VENUE OWNER shall keep proper books and records concerning the accumulation and any usage of the Marketing Fund; and (iii) ELIXIR shall have full audit rights (at that its sole costs) regarding the Marketing Fund and the VENUE OWNER shall provide all necessary information that relates to application of the Marketing Fund upon reasonable request by ELIXIR; (b) at such time as ELIXIR and VENUE OWNER deem appropriate, either the parties together or ELIXIR alone shall formulate such marketing and promotion plan and the related budget for the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) EGT Areas or any part thereof (“Marketing Plan”) and put forward the same to the Machines Operation Committee for its approval; (c) subject to the approval by the Machines Operation Committee, the VENUE OWNER and ELIXIR shall implement the Marketing Plan in accordance with the approved budget within a reasonable timeframe; (d) nothing contained in this Clause 1.5 shall preclude either (i) the VENUE OWNER (at its sole discretion and which is not obliged to) to carry out, at its own costs, any additional marketing and promotion plans for NagaWorld or any part thereof (regardless of whether or not such additional marketing and promotion events will also benefit or cover the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor AreaEGT Areas or any part of it) or (ii) ELIXIR (at its sole discretion and which is not obliged to) to carry out, at its costs, any additional marketing and promotion plans for the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Are EGT Areas or any part thereof provided that such additional marketing and promotion plans or events formulated or carried out by ELIXIR shall be subject to the prior written approval of the VENUE OWNER (such approval not to be unreasonably withheld or delayed). The parties agree that all these additional marketing and promotion events initiated by the respective parties shall not be funded by the Marketing Fund and shall not be subject to approval by the Machines Operation Committee; and (e) all records, papers, documents, materials or works (and all the Intellectual Property Rights embedded therein) made or prepared by the respective parties in relation to : (i) the marketing efforts as set out in Clause 1.5(d) above shall belong to and remain the exclusive property of the relevant making or preparing party; and (ii) the Marketing Plan (as defined in Clause 1.5(b) above) shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall prevent either party at any time from using for any purpose it thinks fit any know-how or experience gained or arising from the preparation or implementation of such Marketing Plan, subject always to complying with the obligations in Clause 20 in respect of the Confidential Information.

AGREEMENT AND UNDERTAKINGS. 1.1 Subject to Clause 3.6 of this Agreement, the VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate 200 seats of Machines (the initial machines-mix thereof shall be determined by ELIXIR and any subsequent change thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below)) at the Chinese Restaurant Area. For the avoidance of doubt, the permission to manage and operate the Machines under this Agreement shall be restricted to the Chinese Restaurant Area only and unless otherwise pursuant to the terms of this Agreement, the First Agreement and/or the Second Supplemental Agreement, ELIXIR shall have no right to manage and/or operate any Machines or any other machines or gaming devices in other part of NagaWorld and/or any other premises owned by the VENUE OWNER. 1.2 Subject to the terms hereof (and in particular Clauses 2 and 3 below), it is ELIXIR’s obligations under this Agreement, at its costs (unless otherwise specified in this Agreement) to: a. provide the Machines and the related equipment and systems for use of the Machines, including (i) xxxx bxxx validators; (ii) slot management system (to the extent that such system is compatible with the relevant types of the Machines); (iii) slot machine bases; (iv) chairs and (v) such other tools, equipment, spare parts or such other device or parts as may be reasonably required for the operation of the Machines to the VENUE OWNER and install the same (subject to the simultaneous performance of the obligations by the VENUE OWNER under Clause 1.3(a) below) at the Chinese Restaurant Area as soon as reasonably practicable after the date of this Agreement but in any case within 45 days after the date on which the VENUE OWNER has completed the renovation to and installation of the necessary cabling, fittings, equipment and systems as set forth in Clause 1.3(a) below at the Chinese Restaurant Area; b. provide all necessary technical personnel of ELIXIR to handle all technical and maintenance issues that arise in connection with the Machines and the related systems and equipment supplied by ELIXIR at the Chinese Restaurant Area; c. operate the Machines in the Chinese Restaurant Area in accordance with the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement. 1.3 Subject to the terms hereof, it is the VENUE OWNER’s obligations under this Agreement, at its own costs (unless otherwise specified in this Agreement) to: a. provide (i) UPS; (ii) Genset; and (iii) CCTV surveillance systems and all necessary electrical, cabling and other connections, fittings and facilities which are reasonably required for the proper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at the Chinese Restaurant Area. The VENUE OWNER undertakes that it will, within 30 days from the date of this Agreement, complete the renovation of the Chinese Restaurant Area (including the installation of the aforesaid cabling, fittings, equipment and systems thereto) and make it become ready for installation and operation of the Machines (and the related equipment and systems for use of the Machines) by ELIXIR; b. without prejudice to the generality of foregoing provision, provide (and maintain throughout the term of this Agreement) the reasonably necessary facilities and utilities supply for the proper installation and operation of the Machines and the related equipment and systems supplied or to be supplied by ELIXIR at the Chinese Restaurant Area including but not limited to air-conditioning and stable power supply voltage; c. carry out the gaming and wagering business and activities, (including the Machines in the Chinese Restaurant Area) in NagaWorld in accordance with agreements already signed with the relevant government authorities and the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the gaming business at NagaWorld and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of the VENUE OWNER as expressly set out in this Agreement. 1.4 Upon request by the Floor Staffs (as defined in Clause 1.6 below) of managerial grade: (a) the VENUE OWNER shall provide, food and beverage and other amenities to the players and patrons of the Machines at the Chinese Restaurant Area according to the price set in the amenities tariff in Schedule C to this Agreement (the “Amenities Tariff”) provided that (i) the Amenities Tariff is subject to annual review by the VENUE OWNER and approval by the Machines Operation Committee; (ii) the Cost Sharing Formula (as defined in Clause 1.5 below) is subject to the Amenities Tariff, and is only applicable for items no. 1-11, 15 and 16 of the Amenities Tariff; (iii) for amenities not specified in the Amenities Tariff, the cost sharing ratio shall be agreed separately by ELIXIR and the VENUE OWNER at the Machines Operation Committee meeting(s). 1.5 According to the First Agreement and the Second Supplemental Agreement, ELIXIR and the VENUE OWNER have set up a fund designated as budgeted marketing expenditure (“Marketing Fund”). ELIXIR and the VENUE OWNER hereby confirm and acknowledge that with effect from the Commercial Commencement Date (as defined in Clause 14 below), the contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall be in accordance with the cost sharing formula stipulated in Schedule B of this Agreement (the “Costs Sharing Formula”). ELIXIR and the VENUE OWNER further confirm and acknowledge that the budget of the Marketing Fund for certain period of time and the timing of the contributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below) from time to time. In connection with the Marketing Fund, ELIXIR and the VENUE OWNER agree and confirm that : (a) the VENUE OWNER shall have control over the keeping of the Marketing Fund provided that (i) the Marketing Fund shall only be applied and used in accordance with such Marketing Plan (as defined in sub-clause (b) below) as approved by the Machines Operation Committee (as defined in Clause 1.8 below) and/or for the purpose of funding the costs of providing the food and beverages and other amenities (which food, beverages and other amenities shall be charged according to the price set in the Amenities Tariff) to the players or patrons of the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) in accordance with Clause 1.4 above; (ii) the VENUE OWNER shall keep proper books and records concerning the accumulation and any usage of the Marketing Fund; and (iii) ELIXIR shall have full audit rights (at that its sole costs) regarding the Marketing Fund and the VENUE OWNER shall provide all necessary information that relates to application of the Marketing Fund upon reasonable request by ELIXIR; (b) at such time as ELIXIR and VENUE OWNER deem appropriate, either the parties together or ELIXIR alone shall formulate such marketing and promotion plan and the related budget for the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) (“Marketing Plan”) and put forward the same to the Machines Operation Committee for its approval; (c) subject to the approval by the Machines Operation Committee, the VENUE OWNER and ELIXIR shall implement the Marketing Plan in accordance with the approved budget within a reasonable timeframe; (d) nothing contained in this Clause 1.5 shall preclude either (i) the VENUE OWNER (at its sole discretion and which is not obliged to) to carry out, at its own costs, any additional marketing and promotion plans for NagaWorld or any part thereof (regardless of whether or not such additional marketing and promotion events will also benefit or cover the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Area) or (ii) ELIXIR (at its sole discretion and which is not obliged to) to carry out, at its costs, any additional marketing and promotion plans for the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Are provided that such additional marketing and promotion plans or events formulated or carried out by ELIXIR shall be subject to the prior written approval of the VENUE OWNER (such approval not to be unreasonably withheld or delayed). The parties agree that all these additional marketing and promotion events initiated by the respective parties shall not be funded by the Marketing Fund and shall not be subject to approval by the Machines Operation Committee; and (e) all records, papers, documents, materials or works (and all the Intellectual Property Rights embedded therein) made or prepared by the respective parties in relation to : (i) the marketing efforts as set out in Clause 1.5(d) above shall belong to and remain the exclusive property of the relevant making or preparing party; and (ii) the Marketing Plan (as defined in Clause 1.5(b) above) shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall prevent either party at any time from using for any purpose it thinks fit any know-how or experience gained or arising from the preparation or implementation of such Marketing Plan, subject always to complying with the obligations in Clause 20 in respect of the Confidential Information.

AGREEMENT AND UNDERTAKINGS. 1.1 (a) As at the date hereof, the VENUE OWNER has granted the permission to ELIXIR to manage and operate a total maximum of 440 seats of Machines supplied or provided by ELIXIR at the Original Area, the Additional Lobby Floor Area and the Chinese Restaurant Area; (b) Subject to Clause 3.6 3.1(b) of this Agreement, ELIXIR hereby exercises the Option under the Option Deed as to 200 additional seats of Machines and the VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate the said additional 200 seats of Machines (at the Lounge Area. The parties agree that of these 200 seats of Machines, ELIXIR shall place an initial machines-mix thereof 120 seats at the existing lobby lounge area and the area outside the Darling Darling lounge, which form part of the Lounge Area. With regard to the exact location(s) for placement of the remaining 80 seats of Machines, ELIXIR and the VENUE OWNER agree that they shall, subject to Clause 5.3(c) below, agree the same in good faith provided that unless otherwise agreed by ELIXIR, the relevant area(s) shall be determined by ELIXIR and any subsequent change thereto shall be determined by on the Machines Operation Committee lobby floor of NagaWorld; and (as defined in Clause 1.8 below)c) at the Chinese Restaurant Area. For the avoidance of doubt, the permission maximum total number of seats of Machines that can be operated and managed by ELIXIR at the EGT Areas is 640 seats of Machines and ELIXIR’s rights to manage and operate the Machines under this Agreement shall be restricted to the Chinese Restaurant Area EGT Areas only and unless otherwise pursuant to the terms of this Agreement, the First Agreement and/or the Second Supplemental Agreement, ELIXIR shall have no right to manage and/or operate any Machines or any other machines or gaming devices in other part of NagaWorld and/or any other premises owned by the VENUE OWNER. 1.2 Subject to the terms hereof (and in particular Clauses 2 and 3 below), it is ELIXIR’s obligations under this Agreement, at its costs (unless otherwise specified in this Agreement) to: a. (A). provide the Machines and the related equipment and systems for use of the Machines, including (i) xxxx bxxx validators; (ii) the necessary hardware system for supporting the slot management system (and to enter into, on its own, the extent that such system is compatible relevant agreement with the slot management system provider and to bear the relevant types of the Machinessoftware license fees charged by such provider); (iii) slot machine bases; (iv) chairs and (v) such other tools, equipment, spare parts or such other device or parts as may be reasonably required for the operation of the Machines at the EGT Areas to the VENUE OWNER and install the same (subject to the simultaneous performance of the obligations by the VENUE OWNER under Clause 1.3(a) below) at the Chinese Restaurant Area as soon as reasonably practicable after the date of this Agreement but in any case within 45 days after the date on which the VENUE OWNER has completed the renovation to and installation of the necessary cabling, fittings, equipment and systems as set forth in Clause 1.3(a) below at the Chinese Restaurant AreaOWNER; b. provide all necessary technical personnel of ELIXIR to handle all technical and maintenance issues that arise in connection with the Machines and the related systems and equipment supplied by ELIXIR at the Chinese Restaurant Area; c. operate the Machines in the Chinese Restaurant Area in accordance with the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement. 1.3 Subject to the terms hereof, it is the VENUE OWNER’s obligations under this Agreement, at its own costs (unless otherwise specified in this Agreement) to: a. provide (i) UPS; (ii) Genset; and (iii) CCTV surveillance systems and all necessary electrical, cabling and other connections, fittings and facilities which are reasonably required for the proper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at the Chinese Restaurant Area. The VENUE OWNER undertakes that it will, within 30 days from the date of this Agreement, complete the renovation of the Chinese Restaurant Area (including the installation of the aforesaid cabling, fittings, equipment and systems thereto) and make it become ready for installation and operation of the Machines (and the related equipment and systems for use of the Machines) by ELIXIR; b. without prejudice to the generality of foregoing provision, provide (and maintain throughout the term of this Agreement) the reasonably necessary facilities and utilities supply for the proper installation and operation of the Machines and the related equipment and systems supplied or to be supplied by ELIXIR at the Chinese Restaurant Area including but not limited to air-conditioning and stable power supply voltage; c. carry out the gaming and wagering business and activities, (including the Machines in the Chinese Restaurant Area) in NagaWorld in accordance with agreements already signed with the relevant government authorities and the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the gaming business at NagaWorld and the operation of the Machines at the Chinese Restaurant Area; and e. perform and comply with such other obligations/ undertakings on the part of the VENUE OWNER as expressly set out in this Agreement. 1.4 Upon request by the Floor Staffs (as defined in Clause 1.6 below) of managerial grade: (a) the VENUE OWNER shall provide, food and beverage and other amenities to the players and patrons of the Machines at the Chinese Restaurant Area according to the price set in the amenities tariff in Schedule C to this Agreement (the “Amenities Tariff”) provided that (i) the Amenities Tariff is subject to annual review by the VENUE OWNER and approval by the Machines Operation Committee; (ii) the Cost Sharing Formula (as defined in Clause 1.5 below) is subject to the Amenities Tariff, and is only applicable for items no. 1-11, 15 and 16 of the Amenities Tariff; (iii) for amenities not specified in the Amenities Tariff, the cost sharing ratio shall be agreed separately by ELIXIR and the VENUE OWNER at the Machines Operation Committee meeting(s). 1.5 According to the First Agreement and the Second Supplemental Agreement, ELIXIR and the VENUE OWNER have set up a fund designated as budgeted marketing expenditure (“Marketing Fund”). ELIXIR and the VENUE OWNER hereby confirm and acknowledge that with effect from the Commercial Commencement Date (as defined in Clause 14 below), the contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall be in accordance with the cost sharing formula stipulated in Schedule B of this Agreement (the “Costs Sharing Formula”). ELIXIR and the VENUE OWNER further confirm and acknowledge that the budget of the Marketing Fund for certain period of time and the timing of the contributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below) from time to time. In connection with the Marketing Fund, ELIXIR and the VENUE OWNER agree and confirm that : (a) the VENUE OWNER shall have control over the keeping of the Marketing Fund provided that (i) the Marketing Fund shall only be applied and used in accordance with such Marketing Plan (as defined in sub-clause (b) below) as approved by the Machines Operation Committee (as defined in Clause 1.8 below) and/or for the purpose of funding the costs of providing the food and beverages and other amenities (which food, beverages and other amenities shall be charged according to the price set in the Amenities Tariff) to the players or patrons of the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) in accordance with Clause 1.4 above; (ii) the VENUE OWNER shall keep proper books and records concerning the accumulation and any usage of the Marketing Fund; and (iii) ELIXIR shall have full audit rights (at that its sole costs) regarding the Marketing Fund and the VENUE OWNER shall provide all necessary information that relates to application of the Marketing Fund upon reasonable request by ELIXIR; (b) at such time as ELIXIR and VENUE OWNER deem appropriate, either the parties together or ELIXIR alone shall formulate such marketing and promotion plan and the related budget for the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) (“Marketing Plan”) and put forward the same to the Machines Operation Committee for its approval; (c) subject to the approval by the Machines Operation Committee, the VENUE OWNER and ELIXIR shall implement the Marketing Plan in accordance with the approved budget within a reasonable timeframe; (d) nothing contained in this Clause 1.5 shall preclude either (i) the VENUE OWNER (at its sole discretion and which is not obliged to) to carry out, at its own costs, any additional marketing and promotion plans for NagaWorld or any part thereof (regardless of whether or not such additional marketing and promotion events will also benefit or cover the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Area) or (ii) ELIXIR (at its sole discretion and which is not obliged to) to carry out, at its costs, any additional marketing and promotion plans for the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Are provided that such additional marketing and promotion plans or events formulated or carried out by ELIXIR shall be subject to the prior written approval of the VENUE OWNER (such approval not to be unreasonably withheld or delayed). The parties agree that all these additional marketing and promotion events initiated by the respective parties shall not be funded by the Marketing Fund and shall not be subject to approval by the Machines Operation Committee; and (e) all records, papers, documents, materials or works (and all the Intellectual Property Rights embedded therein) made or prepared by the respective parties in relation to : (i) the marketing efforts as set out in Clause 1.5(d) above shall belong to and remain the exclusive property of the relevant making or preparing party; and (ii) the Marketing Plan (as defined in Clause 1.5(b) above) shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall prevent either party at any time from using for any purpose it thinks fit any know-how or experience gained or arising from the preparation or implementation of such Marketing Plan, subject always to complying with the obligations in Clause 20 in respect of the Confidential Information.

AGREEMENT AND UNDERTAKINGS. 1.1 Subject to Clause 3.6 of this Agreement, the The VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate 200 seats of Machines (certain electronic gaming machines ( the initial number of such machines to be rolled out and the machines-mix thereof shall be determined by ELIXIR and any subsequent change thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below)) (collectively the “Machines”) to be provided by ELIXIR hereunder at a prescribed gaming hall within NagaWorld, the Chinese Restaurant Arealocation and identification of such prescribed gaming hall is set out in Schedule A (the “Prescribed Gaming Hall”). For the avoidance of doubt, the permission to manage and operate the Machines under this Agreement shall be restricted to the Chinese Restaurant Area Prescribed Gaming Hall only and unless otherwise pursuant to the terms of this Agreement, the First Agreement and/or the Second Supplemental Agreement, ELIXIR shall have no right to manage and/or operate any Machines or any other machines or gaming devices in other part of NagaWorld and/or any other premises owned by the VENUE OWNER. 1.2 Subject to the terms hereof (and in particular Clauses 2 and 3 below), it is ELIXIR’s obligations under this the Agreement, at its costs (unless otherwise specified in this Agreement) to: a. provide the Machines and the related equipment and systems for use of the Machines, including (i) xxxx validators; (ii) slot management system (to the extent that such system is compatible with the relevant types of the Machineswhether as a stand alone unit or centrally located); (iii) slot machine bases; (iv) chairs and (v) such other tools, equipment, spare parts or such other device or parts as may be reasonably required for the operation of the Machines to the VENUE OWNER and install the same (subject to the simultaneous performance of the obligations by the VENUE OWNER under Clause 1.3(a) below) at the Chinese Restaurant Area Prescribed Gaming Hall as soon as reasonably practicable after the date of this Agreement but in any case within 45 shall not be later than 30 days after the date of determination by the Machines Operation Committee on which the VENUE OWNER has completed the renovation to and installation initial roll-out number of the necessary cablingMachines and the machines-mix. Notwithstanding the foregoing, fittings, equipment and systems as set forth in Clause 1.3(a) below at the Chinese Restaurant Areaparties agree to use their best endeavour to procure the Prescribed Gaming Hall to be opened for operation on or before 30 January 2009; b. provide all necessary technical personnel of ELIXIR to handle all technical and maintenance issues that arise in connection with the Machines and the related systems and equipment supplied by ELIXIR at the Chinese Restaurant AreaPrescribed Gaming Hall; c. operate the Machines in the Chinese Restaurant Area Prescribed Gaming Hall in accordance with the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the Machines at the Chinese Restaurant AreaPrescribed Gaming Hall; and e. perform and comply with such other obligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement. 1.3 Subject to the terms hereof, it is the VENUE OWNER’s obligations under this Agreement, at its own costs (unless otherwise specified in this Agreement) to: a. provide (i) UPS; (ii) Genset; and (iii) CCTV surveillance systems and all necessary electrical, cabling and other connections, fittings and facilities which are reasonably required for the proper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at the Chinese Restaurant Area. The VENUE OWNER undertakes that it will, within 30 days from the date of this Agreement, complete the renovation of the Chinese Restaurant Area (including the installation of the aforesaid cabling, fittings, equipment and systems thereto) and make it become ready for installation and operation of the Machines (and the related equipment and systems for use of the Machines) by ELIXIRPrescribed Gaming Hall; b. without prejudice to the generality of foregoing provision, provide (and maintain throughout the term of this Agreement) the reasonably necessary facilities and utilities supply for the proper installation and operation of the Machines and the related equipment and systems supplied or to be supplied by ELIXIR at the Chinese Restaurant Area including but not limited to air-conditioning and stable power supply voltage; c. carry out the gaming and wagering business and activities, (including the Machines in the Chinese Restaurant AreaPrescribed Gaming Hall) in NagaWorld in accordance with agreements already signed with the relevant government authorities and the terms of this Agreement; d. comply with all applicable laws that related to its business operation and the operation of the gaming business at NagaWorld and the operation of the Machines at the Chinese Restaurant AreaPrescribed Gaming Hall; and e. perform and comply with such other obligations/ undertakings on the part of the VENUE OWNER as expressly set out in this Agreement. 1.4 Upon request by the Floor Staffs (as defined in Clause 1.6 below) of managerial grade: (a) the VENUE OWNER shall provide, within the Prescribed Gaming Hall, food and beverage and other amenities to the players and patrons of the Machines at the Chinese Restaurant Area rate to be charged by Nagaworld according to the price set in the amenities tariff in Schedule C B to this Agreement (the “Amenities Tariff”) provided that (i) the Amenities Tariff is subject to annual review by the VENUE OWNER and approval or such other rate as may be determined by the Machines Operation Committee; ; (iib) the Cost Sharing Formula VENUE OWNER shall provide, within NagaWorld, food and beverage, night club facilities services, karaoke, spa, hotel room, transportation and other hotel facilities services to the high roller or VIP players and patrons of the Machines at the rate to be charged by Nagaworld according to Schedule B to this Agreement or such other rate as may be determined by the Machines Operation Committee, provided that the cost payable to the VENUE OWNER (at the relevant rate set out in Schedule B or, as the case may be, in accordance with the determination by the Machines Operation Committee) for provision of the aforesaid items or services shall be reimbursed from the Marketing Fund (as defined in Clause 1.5 below) is subject to the Amenities Tariff, and is only applicable for items no. 1-11, 15 and 16 of the Amenities Tariff; (iii) for amenities not specified in the Amenities Tariff, the cost sharing ratio shall be agreed separately by ). 1.5 ELIXIR and the VENUE OWNER at the Machines Operation Committee meeting(s). 1.5 According to the First Agreement and the Second Supplemental Agreement, ELIXIR and the VENUE OWNER have shall set up a fund designated as budgeted marketing expenditure (“Marketing Fund”). Any contribution by ELIXIR and the VENUE OWNER hereby confirm to the Marketing Fund shall be in the proportion of 25% by ELIXIR and acknowledge that with effect 75% by the VENUE OWNER. The annual budget for the Marketing Fund for the first 12 months from the Commercial Commencement Date (as defined in Clause 14 below), the contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall be in accordance with the cost sharing formula stipulated in Schedule B of this Agreement (the “Costs Sharing Formula”). ELIXIR and the VENUE OWNER further confirm and acknowledge that the annual budget of for the Marketing Fund for certain period the remaining term of time this Agreement and the amount and the timing of the contributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines Operation Committee (as defined in Clause 1.8 below) from time to time. In connection with the Marketing Fund, ELIXIR and the VENUE OWNER agree and confirm it is agreed that : (a) ELIXIR hereby irrevocably authorizes the VENUE OWNER shall to have control over the keeping of the Marketing Fund provided that (i) the Marketing Fund shall only be applied and used in accordance with such Marketing Plan (as defined in sub-clause (b) below) as approved by the Machines Operation Committee (as defined in Clause 1.8 below) and/or for the purpose of funding the costs of providing the food and beverages and other amenities (which food, beverages and other amenities shall be charged according to the price set in the Amenities Tariff) to the players or patrons of the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) Prescribed Gaming Hall in accordance with Clause 1.4 Clauses 1.4(a) and (b) above; (ii) the VENUE OWNER shall keep proper books and records concerning the accumulation and any usage of the Marketing Fund; and (iii) ELIXIR shall have full audit rights (at that its sole costs) regarding the Marketing Fund and the VENUE OWNER shall provide all necessary information that relates to application of the Marketing Fund upon reasonable request by ELIXIR; (b) at such time as ELIXIR and VENUE OWNER deem appropriate, either the parties together or ELIXIR alone shall formulate such marketing and promotion plan and the related budget for the Machines at the Chinese Restaurant Area (and other machines provided by ELIXIR in the Original Area and/or the Additional Lobby Floor Area) Prescribed Gaming Hall (“Marketing Plan”) and put forward the same to the Machines Operation Committee for its approval; (c) subject to the approval by the Machines Operation Committee, the VENUE OWNER and ELIXIR shall implement the Marketing Plan in accordance with the approved budget within a reasonable timeframe; (d) nothing contained in this Clause 1.5 shall preclude either (i) the VENUE OWNER (at its sole discretion and which is not obliged to) to carry out, at its own costs, any additional marketing and promotion plans for NagaWorld or any part thereof (regardless of whether or not such additional marketing and promotion events will also benefit or cover the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor AreaPrescribed Gaming Hall) or (ii) ELIXIR (at its sole discretion and which is not obliged to) to carry out, at its costs, any additional marketing and promotion plans for the Chinese Restaurant Area, the Original Area and/or the Additional Lobby Floor Are Prescribed Gaming Hall provided that such additional marketing and promotion plans or events formulated or carried out by ELIXIR shall be subject to the prior written approval of the VENUE OWNER (such approval not to be unreasonably withheld or delayed). The parties agree that all these additional marketing and promotion events initiated by the respective parties shall not be funded by the Marketing Fund and shall not be subject to approval by the Machines Operation Committee; and (e) all records, papers, documents, materials or works (and all the Intellectual Property Rights embedded therein) made or prepared by the respective parties in relation to : (i) the marketing efforts as set out in Clause 1.5(d) above shall belong to and remain the exclusive property of the relevant making or preparing party; and (ii) the Marketing Plan (as defined in Clause 1.5(b) above) shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall prevent either party at any time from using for any purpose it thinks fit any know-how or experience gained or arising from the preparation or implementation of such Marketing Plan, subject always to complying with the obligations in Clause 20 in respect of the Confidential Information.