0001104659-07-082568 Sample Contracts

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • November 13th, 2007 • Fertitta Frank J Iii • Nevada

This Transfer Restriction Agreement (this “Agreement”) is made as of November 7, 2007 by and among Thomas J. Barrack, Jr. (“Mr. Barrack”), Frank J. Fertitta III and Lorenzo J. Fertitta (together, the “Fertitta Members,” and together with Mr. Barrack, the “VoteCo Members”), FCP VoteCo, LLC, a Nevada limited liability company (“VoteCo”), FCP Holding, Inc., a Nevada corporation (“FCP Holding”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners” and together with FCP Holding, the “Non-Voting Holders”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 13th, 2007 • Fertitta Frank J Iii

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

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