0001193125-06-198112 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 27th, 2006 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation
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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • September 27th, 2006 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • Nevada

This CONSULTING SERVICES AGREEMENT (this “Agreement”), dated as of August 25, 2006 (the “Signing Date”), and effective as of the Effective Date (as defined below), is entered into by and between VENTURE CATALYST INCORPORATED, a Utah corporation (“Company”), and VCAT, LLC, a Delaware limited liability company (“Vendor”).

ASSET PURCHASE AGREEMENT BY AND BETWEEN VCAT, LLC AND VENTURE CATALYST INCORPORATED August 25, 2006
Asset Purchase Agreement • September 27th, 2006 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • Nevada

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 25, 2006, by and between Venture Catalyst Incorporated, a Utah corporation (“Seller”), and VCAT, LLC, a Delaware limited liability company (“Buyer”).

MODIFICATION NO. 3 TO AMENDED AND RESTATED CONSULTING AGREEMENT BETWEEN THE BARONA BAND OF MISSION INDIANS AND VENTURE CATALYST INCORPORATED
Consulting Agreement • September 27th, 2006 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation

The Barona Band of Mission Indians, also known as the Barona Group of the Capitan Grande Band of Mission Indians, a federally-recognized Indian tribal entity, on behalf of itself and on behalf of the Barona Tribal Gaming Authority, a subordinate entity thereof, (both collectively referred to herein as the “Tribe”), and Venture Catalyst Incorporated, a Utah corporation (“VCAT”), previously known as Inland Casino Corporation and Inland Casino Partners, now agree as follows:

BARONA CONSENT AGREEMENT Parties
Barona Consent Agreement • September 27th, 2006 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • Nevada

This Barona Consent Agreement (this “Agreement”) is made and entered into as of August 10, 2006 (the “Effective Date”) among the Barona Band of Mission Indians, also known as the Barona Group of the Capitan Grande Band of Mission Indians, a federally recognized Indian tribal entity (the “Tribe”), and Venture Catalyst Incorporated (formerly known as Inland Entertainment Corporation and Inland Casino Corporation), a Utah corporation (“VCAT”), and International Game Technology (“IGT”) a Nevada corporation. The Tribe, VCAT, and IGT are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”

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