INVESTMENT AGREEMENT

Exhibit 10.1

INDEX OF DEFINED TERMS

(1)           at the Initial Closing (as defined below), the Company shall issue, sell and deliver to the Investor 6,804,188 shares of Common Stock (the “ First Tranche ”); and

(2)           at the Closing (as defined below), following, subject to and conditioned (A) upon approval of the Mandatory Voting Proposals (as defined below), the Company shall issue, sell and deliver to the Investor 27,701,852 shares of Common Stock or (B) upon the occurrence of the Preferred Stock Issuance Event, the Company shall issue, sell and deliver to the Investor (i) the full number of shares of Common Stock that remain authorized but not issued or otherwise reserved for issuance and (ii) shares of a new series of preferred stock (the “ Series F Preferred Stock ”), which shall be the capital equivalent of the Common Stock and be issued upon terms mutually agreeable to the Company and the Investor reflecting the vote and economics of such number of shares of Common Stock as is the difference obtained by subtracting the number of shares of Common Stock delivered to the Investor under (i) above from 27,701,852 (either A or B, the “ Second Tranche ” and together with the First Tranche, the “ Total Investment ”).  In the case of either (A) or (B), notwithstanding anything that may be interpreted to the contrary elsewhere in this Agreement, the Total Investment shall equal one share less than 50.0% of the voting power of the Company immediately following the Closing.

(b)           The aggregate consideration to be paid by the Investor for the Total Investment shall be equal to the First Tranche Consideration (as defined below) plus the Second Tranche Consideration (as defined below) (the First Tranche Consideration and the Second Tranche Consideration, together, the “ Purchase Price ”), in each case, to be paid in the manner and at the times set forth in Sections 1.2 to 1.4.

(b)           At the Closing, following, subject to and conditioned upon approval of the Mandatory Voting Proposals or the occurrence of the Preferred Stock Issuance Event, the Investor shall pay by wire transfer of immediately available funds to an account designated in writing by the Company an amount equal to $44,000,000 (the “ Second Tranche Consideration ”) in exchange for the Second Tranche.

(1)           At the Initial Closing, the Company shall deliver, or cause to be delivered, as the case may be, to the Investor the following:

(A)           a certificate representing a number of shares of Common Stock equal to the First Tranche;

(B)           a duly executed counterpart to the registration rights agreement substantially in the form attached hereto as Exhibit B (the “ Registration Rights Agreement ”);

(C)           a duly executed counterpart to the consulting agreement substantially in the form attached hereto as Exhibit C (the “ Consulting Agreement ”);

(D)           a legal opinion in the form attached as Exhibit D ;

(E)           reimbursement of the Investor’s expenses through the Initial Closing Date in accordance with Section 6.2 of this Agreement; and

(F)           such other certificates, instruments of conveyance or documents as may be reasonably requested by the Investor to carry out the intent and purposes of this Agreement.

(2)           At the Initial Closing, the Investor shall deliver, or cause to be delivered, as the case may be, to the Company the following:

(A)           the First Tranche Consideration, which may be paid net of the amount to be reimbursed under (1)(E) above;

(B)           a duly executed counterpart to the Registration Rights Agreement; and

(C)           such other certificates or documents as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

(b)            Initial Closing Conditions . (1) The obligation of the Investor, on the one hand, and the Company, on the other hand, to consummate the Initial Closing is subject to the fulfillment or written waiver by the Investor and the Company prior to the Initial Closing of the following conditions:

(A)           no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Initial Closing or shall prohibit or restrict the Investor or its Affiliates (as defined below) from owning or voting the Common Stock (other than on an interim basis pending receipt of the requisite Gaming/Racing Permits (as defined below)) in any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, or any applicable self-regulatory organization, including any Gaming/Racing Authority (as defined below) (each, a “ Governmental Entity ”), seeking to effect any of the foregoing;

(B)           the Company shall have applied to NASDAQ to authorize the shares of Common Stock to be issued at the Initial Closing for listing on NASDAQ or such other market on which the Common Stock is then listed or quoted, subject only to official notice of issuance; and

(C)           the Investor shall have received all requisite Gaming/Racing Permits or shall have executed an escrow agreement with a duly qualified nominee if and to the extent permitted under applicable Gaming/Racing Law (as defined below) to act as nominee holder of the Common Stock.

(2)           The obligation of the Investor to consummate the purchase of the First Tranche to be purchased by it at the Initial Closing is subject to the further fulfillment or written waiver by the Investor prior to the Initial Closing of each of the following conditions:

(A)           the representations and warranties of the Company contained in this Agreement, without regard to any materiality or Company Material Adverse Effect (as defined below) qualifier contained therein, shall be true and correct when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Investor shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect;

(B)           the board of directors of the Company (the “ Board of Directors ”) shall have duly adopted and declared effective an amendment to the Company By-Laws (as defined below) substantially in the form attached hereto as Exhibit E ;

(C)           the Company shall have delivered to the Investor a duly executed copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit B ;

(D)           the Company shall have delivered to the Investor a duly executed copy of the Consulting Agreement substantially in the form attached hereto as Exhibit C ;

(E)           the Company shall have delivered the legal opinion referred to in clause (a)(1)(D) above; and

(F)           the Board of Directors shall have adopted resolutions appointing Colin Au and G. Michael Brown to serve as members of the Board of Directors.

(3)           The obligation of the Company to consummate the Initial Closing is subject to the further fulfillment or written waiver by the Company prior to the Initial Closing of each of the following conditions:

(A)           the representations and warranties of the Investor contained in this Agreement, without regard to any materiality or Investor Material Adverse Effect (as defined below) qualifier contained therein, shall be true and correct in all material respects when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date). The Company shall have received a certificate signed by a duly authorized officer of the Investor to such effect; and

(B)           the Investor shall have delivered to the Company a duly executed copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit B .

(1)           At the Closing, the Company shall deliver, or cause to be delivered, as the case may be, to the Investor the following:

(A)           certificates representing a number of shares of Common Stock and, if applicable, Series F Preferred Stock equal to the Second Tranche;

(B)           a duly executed counterpart to the Loan Agreement (as defined below);

(C)           reimbursement of the Investor’s expenses from the Initial Closing Date through the Closing Date in accordance with Section 6.2 of this Agreement; and

(D)           such other certificates, instruments of conveyance or documents as may be reasonably requested by the Investor to carry out the intent and purposes of this Agreement.

(2)           At the Closing, the Investor shall deliver, or cause to be delivered, as the case may be, to the Company the following:

(A)           the Second Tranche Consideration, which may be paid net of the amount to be reimbursed under (1)(D) above;

(B)           a duly executed counterpart to the Loan Agreement; and

(C)           such other certificates or documents as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

(b)           (1)           The obligations of the Investor, on the one hand, and the Company, on the other hand, to consummate the Closing is subject to the fulfillment or written waiver by the Investor and the Company prior to the Closing of the following conditions:

(A)           no provisions of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or shall prohibit or restrict the Investor or its Affiliates from owning or voting the Common Stock or, if applicable, the Series F Preferred Stock (other than on an interim basis pending receipt of the requisite Gaming/Racing Permits) and no lawsuit shall have been commenced by a Governmental Entity seeking to effect any of the foregoing;

(B)           the Company shall have applied to NASDAQ to authorize the shares of Common Stock to be issued at the Initial Closing for listing on NASDAQ or such other market on which the Common Stock is then listed or quoted, subject only to official notice of issuance;

(C)           (i) the Mandatory Voting Proposals shall have been approved at a duly called and held special meeting of the Company’s stockholders (the “ Special Meeting ”), at which a quorum is present, by the Required Company Stockholder Vote (as defined below); or (ii) the Preferred Stock Issuance Event shall have taken place and the Company shall have filed a certificate of designation, amending its Certificate of Incorporation creating and authorizing the issuance of the Series F Preferred Stock;

(D)           the Investor shall have received all requisite Gaming/Racing Permits or shall have executed an escrow agreement with a duly qualified nominee permitted under applicable Gaming/Racing Law to act as nominee holder of the Common Stock and, if applicable, the Series F Preferred Stock.

(2)           The obligation of the Investor to consummate the purchase of the Second Tranche to be purchased by it at the Closing is subject to the further fulfillment or written waiver by the Investor prior to the Closing of each of the following conditions:

(A)           the representations and warranties of the Company contained in this Agreement, without regard to any materiality or Company Material Adverse Effect qualifier contained therein, shall have been true and correct when made, except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect; and

(B)           the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date and the Investor shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect.

(3)           The obligation of the Company to consummate the Closing is subject to the further fulfillment or written waiver by the Company prior to the Closing of each of the following conditions:

(A)           the representations and warranties of the Investor contained in this Agreement, without regard to any materiality or Investor Material Adverse Effect qualifier contained therein, shall have been true and correct in all material respects when made; and

(B)           the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date and the Company shall have received a certificate signed on behalf of the Investor by a duly authorized officer of the Investor to such effect.

(b)           As used in this Agreement, any reference to any fact, change, circumstance or effect being “ material ” with respect to the Company means such fact, change, circumstance or effect is material in relation to the business, assets, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole.  As used in this Agreement, the term “ Company Material Adverse Effect ” means any circumstance, event, change, development or effect that, individually or in the aggregate, (1) is material and adverse to the business, assets, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole, (2) would materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Initial Closing or the Closing or (3) would materially adversely affect the ability of the Investor to own, hold or vote the shares of Common Stock or Series F Preferred Stock acquired under this Agreement or otherwise materially adversely limit the Investor’s conduct in respect of the Company; provided , however , that in determining whether a Company Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) changes, after the date hereof, in generally accepted accounting principles in the United States (“ GAAP ”) or regulatory accounting principles, (B) changes, after the date hereof, in laws, rules and regulations of general applicability or interpretations thereof by Governmental Entities not specific to this Agreement or any of the transactions contemplated hereby, (C) actions or omissions of the Company expressly required by the terms of this Agreement or taken with the prior written consent of the Investor, (D) changes in general economic, monetary or financial conditions, including changes in prevailing interest rates, credit markets, secondary mortgage market conditions or housing price appreciation/depreciation trends, (E) changes, in and of themselves, in the market price or trading volumes of the Common Stock or the Company’s other securities (but not the underlying causes of such changes), (F) the failure of the Company to meet any internal or public projections, forecasts, estimates or guidance for any period ending on or after December 31, 2008 (but not the underlying causes of such failure), and (G) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism; except, with respect to clauses (A), (B), (D) and (G), to the extent that the effects of such changes have a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries or markets in which they operate.

(c)           “ Previously Disclosed ” with regard to (1) the Investor, means information set forth on its Disclosure Schedule, provided , however , that disclosure in any section of such Disclosure Schedule shall apply only to the indicated section of this Agreement except to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is relevant to another section of this Agreement, and (2) the Company, means information publicly disclosed by the Company in (A) its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed by it with the Securities and Exchange Commission (“ SEC ”) on March 3, 2009 and amended by it on April 30, 2009, (B) its Definitive Proxy Statement on Schedule 14A, as filed by it with the SEC on May 22, 2009, (C) its quarterly report on Form 10-Q filed on May 8, 2009 for the quarter ended March 31, 2009, (D) its quarterly report on Form 10-Q for the quarter ended June 30, 2009 filed on August 17, 2009 or (E) any Current Report on Form 8-K filed or furnished by it with the SEC since January 1, 2009 and publicly available prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature).

(a)            Organization and Authority .  (1) The Company is a corporation duly organized and validly existing under the laws of the State of Delaware, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have a Company Material Adverse Effect, and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.  The Company has furnished to the Investor true, correct and complete copies of the Company’s certificate of incorporation (the “ Certificate of Incorporation ”) and by-laws (the “ Company By-Laws ”) as in effect on the date of this Agreement.

(2)           Each Company Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have a Company Material Adverse Effect, and has the corporate power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is being conducted.  As used herein, “ Subsidiary ” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other entity (A) of which such Person or a subsidiary of such Person is a general partner or (B) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such entity, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof; “ Company Subsidiary ” means any Subsidiary of the Company.  Schedule 2.2(b) contains a correct and complete list of the Company Subsidiaries as of the date hereof.

(b)            Capitalization .  The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share, of the Company (the “ Authorized Preferred Stock ”).  As of the close of business on August 18, 2009 (the “ Capitalization Date ”), there were (not including any shares of Common Stock being issued in connection with this Agreement) 34,037,961 shares of Common Stock outstanding and 1,774,955 shares of Authorized Preferred Stock outstanding, consisting of 1,730,697 shares of Series E Preferred Stock (“ Series E Preferred Stock ”) and 44,258 shares of 7.75% B Series Convertible Preferred Stock (“ Series B Preferred Stock ”).  As of the close of business on the Capitalization Date, no shares of Common Stock or Authorized Preferred Stock were reserved or to be made available for issuance, except for (1) 40,000 shares of Authorized Preferred Stock designated as Series A Junior Participating Preferred Stock, par value $.01 per share (the “ Series A Preferred Stock ”), reserved or to be made available for issuance upon the exercise of rights granted under the Rights Agreement, dated as of March 24, 2008 between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “ Rights Plan ”), and (2) 5,175,160 shares of Common Stock reserved or to be made available for issuance upon conversion of the Company’s 5 ½% Secured Convertible Notes due 2014 and 7,917,870 shares of Common Stock for issuance upon exercise of options and warrants outstanding as of the Capitalization Date.  Attached hereto as Exhibit F is a true and complete list of all options and warrants outstanding as of the date of this Agreement, setting forth for each the name of the holder, the number of shares of Common Stock subject to such options and warrants, the expiry date and vesting schedule and the exercise price thereof (the “ Option Schedule ”).  All of the options and warrants listed on the Option Schedule have been duly granted under option plans that were authorized by vote of the stockholders of the Company.  All of the issued and outstanding shares of Common Stock and Authorized Preferred Stock have been, and all Common Stock to be issued upon exercise of options or warrants on the Option Schedule will be, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.  No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote (“ Voting Debt ”) are issued and outstanding.  Other than the Common Stock (and, as of the Closing, upon the occurrence of the Preferred Stock Issuance Event, the Series F Preferred Stock), no capital stock is issued and outstanding except for the Series E Preferred Stock, each holder of which is entitled to 1/4 of one vote and the Series B Preferred Stock, each holder of which is entitled to 8/10 of one vote.  As of the date of this Agreement, except (i) pursuant to any cashless exercise provisions of any Company stock options or pursuant to the surrender of shares to the Company or the withholding of shares by the Company to cover tax withholding obligations under the Benefit Plans (as defined below), and (ii) as set forth elsewhere in this Section 2.2(b), the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable for, any shares of Common Stock or Authorized Preferred Stock or any other equity securities of the Company or Voting Debt or any securities representing the right to purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement).

(c)            Company’s Subsidiaries .  The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or all other equity interests in each of the Company Subsidiaries, free and clear of any liens, charges, encumbrances, adverse rights or claims and security interests whatsoever (“ Liens ”), and all of such shares or equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.  No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock, any other equity security or any Voting Debt of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock, any other equity security or Voting Debt of such Company Subsidiary.

(d)            Authorization .  (1) The Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors.  This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Investor, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Except for the Required Company Stockholder Vote, no other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. The only vote of the stockholders of the Company required to approve any of the transactions contemplated herein is an affirmative vote of (A) a majority of the stockholders voting at a stockholders meeting to approve the issuance of the Second Tranche for purposes of Rule 5635(b) and Rule 5635(d) of the NASDAQ Marketplace Rules (the “ Share Issuance ”), provided that the total votes cast at the meeting represent over 50% in interest of all securities entitled to vote (the “ Required Share Issuance Vote ”); and (B) a majority of the stockholders outstanding and entitled to vote on the record date for a meeting to approve the amendment of the Company’s Certificate of Incorporation (the “ Charter Amendment ” and, together with the Share Issuance, the “ Mandatory Voting Proposals ” and, collectively with the Option Plan Amendment (as defined below), the “ Company Voting Proposals ”) to increase the number of authorized shares of Common Stock to 95,000,000 (the “ Required Charter Amendment Vote ” and, together with the Required Share Issuance Vote, the “ Required Company Stockholder Vote ”), provided that, if the Required Share Issuance Vote in favor of the Share Issuance is obtained but the Required Charter Amendment Vote in favor of the Charter Amendment is not obtained (the “ Preferred Stock Issuance Event ”), the Investor shall be entitled to receive a combination of Common Stock and Series F Preferred Stock in the amounts and upon the terms set forth in Section 1.1(a).  To the Company’s knowledge, all shares of Common Stock, Series B Preferred Stock and Series E Preferred Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Company Voting Proposals shall be eligible to vote on the Charter Amendment and the Option Plan Amendment and all shares outstanding other than those issued to the Investor at the Initial Closing shall be eligible to vote on the Share Issuance.  The Board of Directors has unanimously adopted a resolution declaring the Charter Amendment advisable and directing that it be recommended to the stockholders of the Company for approval at the Special Meeting.

(2)           Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) subject  in the case of the authorization and issuance of the Second Tranche to receipt of the Required Company Stockholder Vote or the occurrence of the Preferred Stock Issuance Event, the Certificate of Incorporation or Company By-Laws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) except as set forth in Section 2.2(d)(2) of the Disclosure Schedule, subject to compliance with the statutes and regulations referred to in Section 2.2(e), violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Company Material Adverse Effect.

(e)            Governmental Consents .  Other than as Previously Disclosed, Gaming/Racing Authority approvals and the securities or blue sky laws of the various states, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting periods, is necessary for the consummation by the Company of the transactions contemplated by this Agreement.

(f)            Financial Statements .  Each of the consolidated balance sheets of the Company and the Company Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, together with the notes thereto (collectively, the “ Company Financial Statements ”) included in any Company Report filed with the SEC prior to the date of this Agreement, (1) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (2) complied as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (3) have been prepared in accordance with GAAP applied on a consistent basis during the period involved and (4) present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates set forth therein and the consolidated results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods stated therein, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments.

(g)            Reports .  (1) Since December 31, 2006, the Company and each Company Subsidiary has timely filed all material reports, registrations, documents, filings, statements and submissions, together with any required amendments thereto, that it was required to file with any Governmental Entity (the foregoing, collectively, the “ Company Reports ”) and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities.  To the knowledge of the Company, as of the date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report.  In the case of each such Company Report filed with or furnished to the SEC, such Company Report did not, as of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).  With respect to all other Company Reports, the Company Reports were complete and accurate in all material respects as of their respective dates.  No executive officer of the Company or any Company Subsidiary has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.

(2)           The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Company Material Adverse Effect on the system of internal accounting controls described below in this Section 2.2(g). The Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.  Since December 31, 2006 and until the date of this Agreement, (x) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company.

(h)            Properties and Leases .  Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them.  Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

(i)            Taxes .  (1) Each of the Company and the Company Subsidiaries has (x) duly and timely filed (including pursuant to applicable extensions granted without penalty) all material Tax Returns (as hereinafter defined) required to be filed by it and (y) paid in full all Taxes due or made adequate provision in the financial statements of the Company (in accordance with GAAP) for any such Taxes (as hereinafter defined), whether or not shown as due on such Tax Returns; (2) no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of the Company or any of the Company Subsidiaries which deficiencies have not since been resolved, except for Taxes proposed, asserted or assessed that are being contested in good faith by appropriate proceedings and for which reserves adequate in accordance with GAAP have been provided; and (3) there are no material Liens for Taxes upon the assets of either the Company or the Company Subsidiaries except for statutory liens for current Taxes not yet due or Liens for Taxes that are being contested in good faith by appropriate proceedings and for which reserves adequate in accordance with GAAP have been provided.  None of the Company or any of the Company Subsidiaries has been a “ distributing corporation ” or a “ controlled corporation ” in any distribution occurring during the last two years in which the parties to such distribution treated the distribution as one to which Section 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”), is applicable.  None of the Company or any Company Subsidiary has engaged in any transaction that is a “ listed transaction ” for federal income tax purposes within the meaning of Treasury Regulations section 1.6011-4, which has not yet been the subject of an audit.  To the Company’s knowledge, to the extent the Company or any Company Subsidiary has or will record for GAAP purposes an allowance for loan losses or similar reserve for bad debts, the Company can properly record for GAAP purposes at such time a deferred tax asset for the related deduction for Taxes.  The Company is not currently and has not been within the prior 5-year period a “ U.S. Real Property Holding Company ” as defined for U.S. federal income tax purposes.  For purposes of this Agreement, “ Taxes ” shall mean all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including any income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other taxes, together with any interest or penalties attributable thereto, and any payments made or owing to any other Person measured by such taxes, charges, levies, penalties or other assessment, whether pursuant to a tax indemnity agreement, tax sharing payment or otherwise (other than pursuant to commercial agreements or Benefit Plans (as defined below)).  For purposes of this Agreement, “ Tax Return ” shall mean any return, report, information return or other document (including any related or supporting information) required to be filed with any taxing authority with respect to Taxes, including without limitation all information returns relating to Taxes of third parties, any claims for refunds of Taxes and any amendments or supplements to any of the foregoing

(j)            Absence of Certain Changes .  Since December 31, 2008, (1) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, (2) the Company has not made or declared any distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or other equity interests and (3) no event or events have occurred that has had or would reasonably be expected to have a Company Material Adverse Effect.

(k)            No Undisclosed Liabilities .  Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with U.S. generally accepted accounting practices, except for (1) liabilities that have arisen since December 31, 2008 in the ordinary and usual course of business and consistent with past practice, (2) contractual liabilities under (other than liabilities arising from any breach or violation of) agreements Previously Disclosed or not required by this Agreement to be so disclosed and (3) liabilities that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(l)            Commitments and Contracts .  The Company has Previously Disclosed or provided to the Investor true, correct and complete copies of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “ Company Significant Agreement ”):

(1)           any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement;

(2)           any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business;

(3)           any material contract or agreement with a labor union or guild (including any collective bargaining agreement);

(4)           any contract or agreement which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries;

(5)           any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries;

(6)           any contract or agreement which is a consulting agreement or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $250,000 or more in annual fees;

(7)           any contract or agreement that contains a “change of control”, assignment or similar clause that would be triggered by the transactions contemplated herein; and

(8)           any contract or agreement which obligates the Company to manage any gaming assets on behalf of an unrelated third party.

(m)            Offering of Common Stock .  Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Common Stock to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC thereunder) which might subject the offering, issuance or sale of any of the Common Stock to the Investor pursuant to this Agreement to the registration requirements of the Securities Act.

(n)            Status of Common Stock and Preferred Stock .  The shares of Common Stock to be issued in the First Tranche pursuant to this Agreement have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, such shares of Common Stock will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.  The shares of Common Stock and, if applicable, Series F Preferred Stock to be issued in the Second Tranche, following, subject to and conditioned upon approval of the Mandatory Voting Proposals or upon the occurrence of the Preferred Stock Issuance Event, and filing of the related certificate of amendment and/or certificate of designations with the Delaware Secretary of State, have been duly authorized by all necessary corporate action and when so issued upon such approval of the Mandatory Voting Proposals or upon the occurrence of the Preferred Stock Issuance Event, will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

(o)            Litigation and Other Proceedings .  Except as set forth in Section 2.2(o) of the Disclosure Schedule, there is no pending or, to the knowledge of the Company, threatened, claim, action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to which any of their assets are subject, nor is the Company or any Company Subsidiary subject to any order, judgment or decree, in each case except as would not reasonably be expected to have a Company Material Adverse Effect.  Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no unresolved violation, criticism or exception by any Governmental Entity with respect to any report or relating to any examinations or inspections of the Company or any Company Subsidiaries.

(p)            Compliance with Laws; Insurance .  The Company and each Company Subsidiary have all material permits, licenses, franchises, authorizations, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order to permit them to own or lease their properties and assets and to carry on their business as currently conducted and that are material to the business of the Company or such Company Subsidiary. The Company and each Company Subsidiary has complied in all material respects and is not in default or violation in any respect of, and none of them is, to the knowledge of the Company, under investigation with respect to or, to the knowledge of the Company, has been threatened to be charged with or given notice of any material violation of, any applicable material domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity, other than such noncompliance, defaults or violations that would not reasonably be expected to have a Company Material Adverse Effect.  Except for statutory or regulatory restrictions of general application, no Governmental Entity has placed any material restriction on the business or properties of the Company or any Company Subsidiary.

(1)           The Company and each Company Subsidiary are presently insured, and during each of the past five calendar years (or during such lesser period of time as the Company has owned such Company Subsidiary) have been insured, for reasonable amounts with financially sound and reputable insurance companies against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured.

(q)            Labor .  Except as set forth in Section 2.2(q) of the Disclosure Schedule, employees of the Company and the Company Subsidiaries are not represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such employees. No labor organization or group of employees of the Com