Common use of Preemptive Right Clause in Contracts

Preemptive Right. (a) Following the Closing Date, for so long as any Investor holds shares of Common Stock constituting 5% or more of the outstanding shares of Common Stock, if the Company proposes to issue Additional Securities (other than upon the exercise or conversion of options, warrants or other rights to purchase Common Stock), it shall give such Investor a written notice thereof of its intention to do so (the “Rights Notice”), describing the Additional Securities, the price and the general terms upon which the Company proposes to issue them. Each Investor shall have fourteen (14) calendar days from delivery of the Rights Notice to agree to purchase all or any part of its pro-rata portion of such Additional Securities, which pro-rata portion is equal to the ratio of (i) the number of outstanding shares of Common Stock which such Investor holds immediately prior to the issuance of such Additional Securities to (ii) the total number of outstanding shares of Common Stock prior to issuance of the Additional Securities, for the price and upon the general terms specified in the Rights Notice, by giving written notice to the Company setting forth the quantity of Additional Securities which such Investor wishes to purchase. (b) If the Investors fail to exercise in full their preemptive right within the period specified in Section 5.3(a), then the Company shall have sixty (60) Days after delivery of the Rights Notice to sell the unsold Additional Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Rights Notice. If the Company has not sold the Additional Securities within said sixty (60) Day period, the Company shall not thereafter issue or sell any Additional Securities without first offering such securities to the Investors in the manner provided above. (c) The preemptive right granted to the Investors hereunder is personal and is not transferable to any other Person.

Preemptive Right. (a) Following the Closing DateThe Company hereby grants to each holder of issued and outstanding Preferred Stock, for so as long as it holds (on an as-converted basis) at least three percent (3%) of the fully diluted (assuming the conversion of all convertible equity securities and the exercise of any Investor holds outstanding options and warrants to purchase shares of the Company) capital stock of the Company (for purposes of this Section, the “Preferred Shareholder”) rights of first refusal to purchase, pro-rata, all (or any part) of New Securities (as defined below) that the Company may, from time to time, propose to sell and issue. The Preferred Shareholder’s pro rata share shall be the ratio of the number of shares of the Company’s Common Stock constituting 5% or more on an as converted fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to purchase shares of the outstanding shares Company) basis then held by the Preferred Shareholder as of Common Stock, if the Company proposes to issue Additional Securities (other than upon the exercise or conversion of options, warrants or other rights to purchase Common Stock), it shall give such Investor a written notice thereof of its intention to do so (the “Rights Notice”), describing the Additional Securities, the price and the general terms upon which the Company proposes to issue them. Each Investor shall have fourteen (14) calendar days from delivery date of the Rights Notice to agree to purchase all or any part of its pro-rata portion of such Additional Securities(as defined in Section 2(b)), which pro-rata portion is equal to the ratio sum of (i) the number of outstanding shares of Common Stock which such Investor holds immediately prior to the issuance of such Additional Securities to (ii) the total number of outstanding shares of Common Stock prior as of such date on an as converted fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to issuance purchase shares of the Additional Company) basis. Each Preferred Shareholder shall have a right of over-allotment such that if any Preferred Shareholder fails to exercise its right hereunder to purchase its pro-rata share of New Securities, for the price and upon other Preferred Shareholders may purchase the general terms specified in the Rights Notice, by giving written notice non-purchasing Preferred Shareholder’s portion pro-rata according to the Company setting forth shareholding ratio between such other Preferred Shareholders within ten (10) days from the quantity date such non-purchasing holder of Additional Securities which such Investor wishes to purchase. (b) If the Investors fail Preferred Stock fails to exercise in full their its rights hereunder to purchase its pro-rata share of New Securities. This preemptive right within the period specified in Section 5.3(a), then the Company shall have sixty (60) Days after delivery of the Rights Notice to sell the unsold Additional Securities at a price and upon general terms no more favorable be subject to the purchasers thereof than specified in the Rights Notice. If the Company has not sold the Additional Securities within said sixty (60) Day period, the Company shall not thereafter issue or sell any Additional Securities without first offering such securities to the Investors in the manner provided above. (c) The preemptive right granted to the Investors hereunder is personal and is not transferable to any other Person.following provisions:

Preemptive Right. (a) Following the Closing Date, for so long as any Investor holds shares of Common Stock constituting 5% or more of the outstanding shares of Common Stock, if If the Company proposes to issue new Units (an “Additional Securities Issuance”) after the Effective Date (including any options, warrants, convertible securities or other securities or instruments with rights to convert into, exchange for or otherwise acquire Units) (“New Units”) to any Person (the “New Unit Purchaser”), other than an issuance pursuant to Section 2.5 or pursuant to an equity participation plan as contemplated by Section 2.6, then the Company shall provide written notice to each Preferred Member of such proposed issuance, setting forth the material terms and conditions of the issuance, including the proposed purchase price per New Unit. (b) Each Preferred Member (other than upon a Series C Preferred Member in its capacity as such) shall have the exercise or conversion of options, warrants or other rights to purchase Common Stock), it shall give such Investor a written notice thereof of its intention to do so right (the “Rights NoticePreemptive Right”)) to purchase, describing at its election and subject to obtaining all necessary Gaming Approvals, up to a Pro Rata Portion of the New Units proposed to be issued in connection with the Additional SecuritiesIssuance on the same terms and conditions, including the price same per New Unit price, that are offered to the New Unit Purchaser in accordance with the provisions of this Section 6.10 by delivering to the Company an irrevocable written notice of its election to exercise its Preemptive Right no later than five (5) Business Days after the date of the Company’s notice, setting forth the number of such New Units, not to exceed its Pro Rata Portion, for which such right is exercised. (c) Each Preferred Member exercising its Preemptive Right shall deliver the aggregate consideration for the New Units it has elected to purchase at the same time and upon the general same terms upon and conditions as the New Unit Purchaser and any other exercising Preferred Member. (d) If any Preferred Member does not timely elect to exercise its Preemptive Right with respect to New Units which the Company proposes to issue them. Each Investor pursuant to this Section 6.10, such Preferred Member shall be deemed to have fourteen (14) calendar days from delivery of irrevocably waived any and all rights under this Section 6.10 with respect to the Rights Notice to agree to purchase all or any part of its pro-rata portion of such Additional Securities, which pro-rata portion is equal New Units (but not with respect to the ratio future issuances of (i) the number of outstanding shares of Common Stock which such Investor holds immediately prior to the issuance of such Additional Securities to (ii) the total number of outstanding shares of Common Stock prior to issuance of the Additional Securities, for the price and upon the general terms specified New Units in the Rights Notice, by giving written notice to the Company setting forth the quantity of Additional Securities which such Investor wishes to purchaseaccordance with this Section 6.10). (b) If the Investors fail to exercise in full their preemptive right within the period specified in Section 5.3(a), then the Company shall have sixty (60) Days after delivery of the Rights Notice to sell the unsold Additional Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Rights Notice. If the Company has not sold the Additional Securities within said sixty (60) Day period, the Company shall not thereafter issue or sell any Additional Securities without first offering such securities to the Investors in the manner provided above. (c) The preemptive right granted to the Investors hereunder is personal and is not transferable to any other Person.