EXHIBIT 10.34
EXECUTION COPY
ASSIGNMENT OF
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
TO
EMPIRE RESORTS, INC.
The undersigned, being all of the Members of BKB, LLC ("BKB"),
pursuant to that certain Amended and Restated Securities Contribution Agreement
dated as of December 12, 2003, by and between Empire Resorts, Inc., Alpha
Monticello, Inc., Catskill Development, L.L.C, Americas Tower Partners,
Monticello Realty L.L.C., Watertone Holdings, LP, New York Gaming, LLC,
Fox-Hollow Lane, LLC, Shamrock Strategies, Inc., Xxxxxxxx X. Xxxxxxx, BKB,
Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxxxx Family Limited
Partnership and KFP Trust (the "SECURITIES CONTRIBUTION AGREEMENT"), and the
unanimous . written consent of the members of BKB, effective as of the Closing
(as defined in the Securities Contribution Agreement), hereby (i) assign,
transfer and convey all of their right, title and interest in their limited
liability company membership interest in Monticello Raceway Development Company,
LLC ("MRD") to Empire Resorts, Inc. in the percentages set forth on Schedule A
hereto and (ii) consent to the admission of Empire Resorts, Inc. as a member of
MRD in accordance with the terms of the Limited Liability Company Agreement for
MRD, dated as of January 1, 1999.
[SIGNATURE PAGE FOLLOWS]
IT WITNESS WHEREOF, the undersigned have executed this Assignment to
be effective as of January 12, 2004.
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX
KANIEWSKI FAMILY LIMITED PARTNERSHIP
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: General Partner
KFP TRUST
By /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Trustee
BKB ASSIGNMENT OF MRD INTERESTS
SCHEDULE A
Limited Liability Company Membership Interests
ASSIGNEE ASSIGNED PERCENTAGE MEMBERSHIP INTEREST IN MONTICELLO
RACEWAY DEVELOPMENT COMPANY, LLC
Xxxxxx X. Xxxxxx 41.000%
Xxxxxx X. Xxxxxx 1.300%
Xxxxx X. Xxxxxxxxx 7.650%
Kaniewski Family 0.025%
Limited Partnership
KFP Trust 0.025%