Common use of Closing Documentation Clause in Contracts

Closing Documentation. (a) Seller shall contemporaneously herewith deliver to Purchaser the following: (i) certificates for the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser title to the Shares; (ii) the resignations of the directors and officers of the Subject Company that have been requested to resign by Purchaser, effective as of the Closing Date; (iii) a certificate, signed by the secretary of Seller, certifying resolutions of the board of managers of Seller authorizing the execution, delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form and substance reasonably acceptable to Purchaser of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller substantially in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the following: (i) the cash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------

Closing Documentation. (a) Seller shall contemporaneously herewith deliver possession of the Property to Buyer on the Closing Date free and clear of all tenants and occupants other than Tenant and Billboard Tenant. At Closing, Seller shall execute and deliver to Purchaser Escrow Agent the following: (ia) certificates for A special warranty deed (the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient “Deed”) conveying to convey to Purchaser Buyer fee title to the Shares; Property free and clear of all liens, charges and encumbrances, except: (iii) ad valorem real property taxes for the resignations calendar year of sale, to the directors extent not yet due and officers of the Subject Company that have been requested payable (to resign by Purchaser, effective be prorated as of the Closing Date;), and (ii) such other matters as are approved by Buyer, or deemed approved by Buyer, under Paragraph 8 (collectively, the “Permitted Encumbrances”). At Buyer’s request, the legal description to be used in the Deed in favor of Buyer shall be the legal description identified in the survey obtained by ▇▇▇▇▇. (iiib) a certificate, signed by A bill of sale (the secretary “Bill of SellerSale”) conveying the Personal Property to Buyer, certifying resolutions that the same is free and clear of all liens. (c) An assignment of the board Permits and the Warranties (to the extent permitted) (the “Assignment of managers of Seller authorizing the execution, delivery Permits and performance of this Agreement;Warranties”). (ivd) An assignment and assumption of the Third-Party Consents which are identified on Schedule 2.7;Leases (the “Assignment of Lease(s)”). (ve) documentation An assignment and assumption of the Assumed Operating Agreements (as defined in Paragraph 25), if any (the “Assignment of Contracts”). (f) An owner’s affidavit and “gap” indemnity in form and substance reasonably acceptable to Purchaser of ▇▇▇▇▇ and ▇▇▇▇▇’s title insurer affirming that there are no outstanding possessory rights, liens or rights to claim liens against the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc.Property, and the Subject Companyany other affidavits reasonably required by ▇▇▇▇▇’s title insurer. (vig) Documentation as may be reasonably required by ▇▇▇▇▇’s title insurer to confirm Seller’s authority to undertake and consummate the Closing. (h) An affidavit in a good standing certificate for form complying with law that Seller is not a “foreign person” within the Subject Company meaning of the Foreign Investment in Real Property Tax Act, and information necessary to complete an IRS Form 1099. (i) A closing statement reflecting the Purchase Price and all adjustments, prorations and credits thereto, and such disbursements as the parties wish to reflect thereon in connection with the transaction contemplated hereby (the “Closing Statement”). (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 11 of this Agreement are true and correct as of the Closing Date; and. (viik) a Transition Services Agreement executed by Seller substantially in All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the form of Exhibit C hereto. ---------Property. (bl) Purchaser Documentation required to comply with any tax withholding requirements under Illinois law. At Closing, ▇▇▇▇▇ shall contemporaneously herewith execute and deliver to Seller Escrow Agent the following: (im) the cash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser;The Closing Statement. (iin) a Promissory Note The Assignment of Permits and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ----------------Warranties. (iiio) a Transition Services Agreement executed by Purchaser substantially in the form The Assignment of Exhibit C hereto; and ---------Lease(s). (ivp) a Guaranty executed by Nevada Gold & CasinosThe Assignment of Contracts. Buyer’s counsel shall prepare the documents described in Paragraph 5(a)-(e), Inc., substantially in the form of Exhibit D hereto. ---------(h) and (j)-(k)

Closing Documentation. At the Closing, Seller shall execute and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following which are a condition precedent to Purchaser’s obligation to Close: (a) Seller shall contemporaneously herewith deliver to Purchaser the following: (a duly executed and acknowledged i) certificates special warranty deed for the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser Property in recordable statutory form, conveying the fee simple title to the SharesProperty to Purchaser, free and clear of any and all Unacceptable Title Exceptions in the form reflected on Exhibit B, attached hereto and incorporated herein by reference, and ii) a declaration of restrictive covenants in lieu of unity of title encumbering the Property and that certain other property owned by the Seller as more particularly described in attached Exhibit F; (iib) any affidavits of title reasonably requested by Escrow Agent in the resignations of the directors form reflected on Exhibit C, attached hereto and officers of the Subject Company that have been requested to resign incorporated herein by Purchaser, effective as of the Closing Date; (iii) a certificate, signed by the secretary of Seller, certifying resolutions of the board of managers of Seller authorizing the execution, delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form and substance reasonably acceptable to Purchaser of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Datereference; and (viic) a Transition Services Agreement such other documents or instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement, including, without limitation, certificates, affirmations or acknowledgments required by the Escrow Agent who shall conduct Closing. (d) An executed by Seller substantially certification as to Seller’s non-foreign status (“FIRPTA”) in the form then required by the Code Withholding Section and each party shall execute, acknowledge and deliver to the other party such instruments, and take such other actions, as such other party may reasonably request in order to comply with IRS §6045(e), as amended, or any successor provision or any regulations promulgated pursuant thereto, insofar as the same requires reporting of information in respect of real estate transactions, in the form reflected on Exhibit C hereto. ---------E, attached hereto and incorporated herein by reference. (be) The consent of those members of Seller whose consent is required authorizing the sale of the Property to Purchaser. At the Closing, Purchaser shall contemporaneously herewith execute and deliver to Seller the following:, which shall be a condition precedent to Seller’s obligation to Close (ia) an Easement against the cash Property authorizing Seller to continue using that portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser;structure that currently encroaches into the Property. (iib) a Promissory Note and a Pledge Agreement executed such other documents or instruments as may be reasonably necessary to consummate the transactions contemplated by Purchaser substantially in this Agreement, including, without limitation, certificates, affirmations or acknowledgments required by the Escrow Agent who shall conduct Closing including the title affidavit form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of reflected on Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------D.

Closing Documentation. At the Closing, Seller shall deliver or cause to be delivered to Buyer (a) Seller shall contemporaneously herewith deliver to Purchaser a ▇▇▇▇ of Sale substantially in the following: (i) certificates for the Shares duly endorsed for transfer or accompanied form of Exhibit A executed by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser Seller, transferring title to all the Shares; Transferred Materials and the Transferred Equipment and other tangible personal property included within the Purchased Assets, (iib) an Assignment Agreement substantially in the resignations form of Exhibit B executed by Seller, pursuant to which Seller assigns to Buyer intangible property (other than Patent Rights and the Assigned Contract) included within the Purchased Assets, (c) a Patent Assignment Agreement of the directors and officers of the Subject Company that have been requested to resign by Purchaser, effective as of the Closing Date; (iii) a certificate, signed by the secretary of Seller, certifying resolutions of the board of managers of Seller authorizing the execution, delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form and substance reasonably acceptable to Purchaser of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller Assigned Patent Rights substantially in the form of Exhibit C hereto. --------- executed by Seller, transferring to Buyer all of the Patent Rights included within the Purchased Assets, and (bd) Purchaser shall contemporaneously herewith deliver a copy of the articles of incorporation of Seller, as in effect on the Closing Date, certified by the Washington Secretary of State, (e) and a certificate, as of the most recent practicable date, of the Washington Secretary of State as to Seller Seller’s corporate status and existence, (f) a certificate of the following: Secretary of Seller, dated as of the Closing Date, certifying as to (i) the cash portion incumbency of the Estimated Purchase Price by wire transfer officers of immediately available funds to an account identified by Seller to Purchaser; executing documents executed and delivered in connection herewith, (ii) a Promissory Note copy of the by-laws of Seller, as in effect on the Closing Date, and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services copy of the resolutions of the Board of Directors of Seller authorizing and approving the transaction contemplated by this Agreement; (g) an Assignment, Assumption and Novation of Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D heretoexecuted by Seller and the counterparty to the Assigned Contract pursuant to which Seller assigns to Buyer the Assigned Contract, Buyer assumes the Assigned Contract and the counterparty to the Assigned Contract consents to such assignment, (h) legal opinions of Seller’s counsels in substantially the form as set forth in Exhibit E, and (i) the Transition Plan executed by Seller. ---------At the Closing, Buyer shall execute and deliver to Seller items (a), (b), (g) and (i). The parties agree that the Assignment, Assumption and Novation of Agreement and the rights, title and interests assigned by Seller to Buyer thereunder, are subject to the retained rights and licenses expressly provided for under Sections 2.6 and Section 2.7.

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company and/or RPI, the following closing documentation: (a) Seller shall contemporaneously herewith deliver to Purchaser a certificate of incumbency of the following:Vendor showing the authorized signatories of the Vendor and their signatures; (ib) certificates for a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser title to the SharesPurchaser; (iid) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Subject Company that have been requested to resign designated by the Purchaser, effective as of the Closing Date; (iiii) a certificateall other necessary consents, signed by waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the secretary of Seller, certifying resolutions transfer of the board of managers of Seller authorizing Purchased Shares to the execution, delivery and performance of Purchaser pursuant to this Agreement; (ivj) all such instruments of transfer, duly executed, that in the Third-Party Consents which opinion of the Purchaser, acting reasonably, are identified on Schedule 2.7necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (vk) documentation the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance reasonably acceptable satisfactory to Purchaser the Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the termination Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of all obligations under that certain Management Agreement dated April 22, 2003 a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by and between Isle of Capri Casino, Inc., and International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the Subject Company.statements contained therein not misleading; (vip) a good standing certificate for such other documents as the Subject Company as Purchaser may reasonably require to complete the purchase and sale of the Closing DatePurchased Shares; (q) the Shareholder Guarantee; (r) the Shareholders' Agreement; and (vii) a Transition Services Agreement executed by Seller substantially in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the following: (is) the cash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------Escrow Agreement.

Closing Documentation. (a) Seller Sellers' and Shareholders' Documents. At Closing, Sellers and/or the Shareholders, as applicable, shall contemporaneously herewith deliver to Purchaser Buyer the followingfollowing fully executed documents: (i1) certificates for A ▇▇▇▇ of Sale in the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient form attached to convey to Purchaser title to the Sharesthis Agreement as Exhibit D; (ii2) An Assignment of Trade Name and Intellectual Property Rights in the resignations form attached to this Agreement as Exhibit E (the "Intellectual Property Assignment"); (3) An Assignment and Assumption of Real Property Lease in the form attached to this Agreement as Exhibit F (the "Real Property Assignment"); (4) An Assignment and Assumption of Contracts in the form attached as Exhibit G (the "Contract Assignment"); (5) The Noncompetition Agreement; (6) The Employment Agreement; (7) The Escrow Agreement; (8) Duly entered corporate resolutions of the board of directors and officers shareholders of each Seller authorizing the transactions contemplated by this Agreement, accompanied by a certificate of the Subject Company Secretary of each Seller to the effect that such resolutions are in full force and effect and have not been requested amended, modified or rescinded, together with good standing certificates from the State of Maryland and all states in which the Sellers are qualified to resign do business; (9) Documents required to be executed by Purchaser, effective Sellers to permit Buyer to adopt Sellers' corporate names. (10) A certificate of Sellers and Shareholders certifying that Sellers' and Shareholders' representations and warranties contained in Section 7 of this Agreement are true and correct in all material respects on the Closing Date as though made on and as of the Closing Date; (iii11) An opinion of counsel in the form attached to this Agreement as Exhibit H which shall include a certificatestatement permitting reliance on the opinion by Buyer's lenders, signed if required under applicable lending documents; (12) Such releases, consents, waiver or agreements, in forms reasonably satisfactory to Buyer and its lenders, as may be required by the secretary of Seller, certifying resolutions Buyer's lenders for their approval of the board of managers of Seller authorizing the execution, delivery and performance of transactions contemplated by this Agreement; (iv13) Such releases, consents, waivers and approvals, in forms reasonably satisfactory to Buyer, as may be necessary to effect the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form conveyance, transfer, assignment and substance reasonably acceptable to Purchaser delivery of the termination Assets, free and clear of all obligations under that certain Management Agreement dated April 22liens, 2003 by encumbrances, claims, options, rights of first refusal and between Isle of Capri Casinoother agreements (collectively, Inc., and "Liens") other than the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing DateAssumed Liabilities; and (vii14) a Transition Services Agreement executed by Seller substantially Such other instruments of transfer or assignment, in forms reasonably satisfactory to Buyer, as may be necessary in order to vest Buyer with good and marketable title to the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the following: (i) the cash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------Assets.

Closing Documentation. (a) The Buyer shall have received from the Seller shall contemporaneously herewith deliver to Purchaser and, where applicable, the followingCompany the following closing documentation: (i) certificates for a copy of an independent valuation in respect of the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser title to the SharesProperty; (ii) share certificates representing the resignations Seller Shares issued in the name of the Seller, duly endorsed for transfer to the Buyer; (iii) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Seller Shares to the Buyer, the registration of the Seller Shares in the name of the Buyer, the issue of share certificates representing the Seller Shares registered in the name of the Buyer and effecting the necessary changes in the directors and officers of the Subject Company that have been requested to resign by Purchaser, effective as of the Closing DateCompany; (iiiiv) a certificateshare certificates registered in the name of the Buyer, signed by the secretary president of the Company representing the Seller Shares; (v) a certified copy of the central securities register of the Company showing the Buyer as the registered owner of the Seller Shares; (vi) a certificate executed by the Seller certifying that the Buyer’s conditions in subsections 6.1(b) and 6.1(c) have been satisfied; (vii) duly signed resignation of ▇▇▇▇▇ ▇▇▇▇▇ as director and officer of the Company; (viii) releases, in form and substance satisfactory to the Buyer, acting reasonably, executed by the Seller in favour of the Company releasing the Company from any and all manner of actions, causes of action, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in law or equity, which the Seller, certifying resolutions ever had, now has or may have against the Company for or by reason of any matter, cause or thing whatsoever done or omitted to be done by the Company up to the Closing; (ix) all other necessary consents, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the board of managers of Seller authorizing Shares to the execution, delivery and performance of Buyer as provided for in this Agreement; (ivx) all such instruments of transfer, duly executed, which in the Third-Party Consents which opinion of the Buyer acting reasonably are identified on Schedule 2.7necessary to effect and evidence the transfer of the Seller Shares to the Buyer free and clear of all Encumbrances; (vxi) documentation in form the corporate minute books and substance reasonably acceptable to Purchaser all other books and records of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller substantially in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the following: (ixii) the cash portion of corporate seal for the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B heretoCompany, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------if applicable.

Closing Documentation. At the Closing, Seller shall deliver or cause to be delivered to Buyer (a) Seller shall contemporaneously herewith deliver to Purchaser a ▇▇▇▇ of Sale substantially in the following: (i) certificates for the Shares duly endorsed for transfer or accompanied form of Exhibit A executed by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser Seller, transferring title to all the Shares; Transferred Materials and the Transferred Equipment and other tangible personal property included within the Purchased Assets, (iib) an Assignment Agreement substantially in the resignations form of Exhibit B executed by Seller, pursuant to which Seller assigns to Buyer intangible property (other than Patent Rights and the Assigned Contract) included within the Purchased Assets, (c) a Patent Assignment Agreement of the directors and officers of the Subject Company that have been requested to resign by Purchaser, effective as of the Closing Date; (iii) a certificate, signed by the secretary of Seller, certifying resolutions of the board of managers of Seller authorizing the execution, delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form and substance reasonably acceptable to Purchaser of the termination of all obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller Assigned Patent Rights substantially in the form of Exhibit C hereto. --------- * Confidential Treatment Requested executed by Seller, transferring to Buyer all of the Patent Rights included within the Purchased Assets, and (bd) Purchaser shall contemporaneously herewith deliver a copy of the articles of incorporation of Seller, as in effect on the Closing Date, certified by the Washington Secretary of State, (e) and a certificate, as of the most recent practicable date, of the Washington Secretary of State as to Seller Seller’s corporate status and existence, (f) a certificate of the following: Secretary of Seller, dated as of the Closing Date, certifying as to (i) the cash portion incumbency of the Estimated Purchase Price by wire transfer officers of immediately available funds to an account identified by Seller to Purchaser; executing documents executed and delivered in connection herewith, (ii) a Promissory Note copy of the by-laws of Seller, as in effect on the Closing Date, and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services copy of the resolutions of the Board of Directors of Seller authorizing and approving the transaction contemplated by this Agreement; (g) an Assignment, Assumption and Novation of Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D heretoexecuted by Seller and the counterparty to the Assigned Contract pursuant to which Seller assigns to Buyer the Assigned Contract, Buyer assumes the Assigned Contract and the counterparty to the Assigned Contract consents to such assignment, (h) legal opinions of Seller’s counsels in substantially the form as set forth in Exhibit E, and (i) the Transition Plan executed by Seller. ---------At the Closing, Buyer shall execute and deliver to Seller items (a), (b), (g) and (i). The parties agree that the Assignment, Assumption and Novation of Agreement and the rights, title and interests assigned by Seller to Buyer thereunder, are subject to the retained rights and licenses expressly provided for under Sections 2.6 and Section 2.7.

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company the following closing documentation: (a) Seller shall contemporaneously herewith deliver to Purchaser the following: (i) share certificates for representing the Shares in the name of the Vendor, duly endorsed for transfer or accompanied to the Purchaser; (b) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Shares, the registration of the Shares in the name of the Purchaser and the issuance of share certificates representing the Shares in the name of the Purchaser; (c) share certificates representing the Shares in the name of the Purchaser, signed by duly executed stock powers or stock transfer forms sufficient to convey to the President of the Company; (d) a certified copy of the registers of members and transfers of the Company showing the Purchaser title to as the registered owner of the Shares; (iie) a statutory declaration sworn by the resignations Vendor certifying, to the best of his knowledge, information and belief that the representations and warranties of the directors Vendor set forth in Section 2 are true and officers of the Subject Company that have been requested to resign by Purchaser, effective correct as of the Closing Date; (iiif) a certificatereleases, signed by the secretary of Seller, certifying resolutions of the board of managers of Seller authorizing the execution, delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; (v) documentation in form and substance reasonably acceptable satisfactory to Purchaser the Purchaser, acting reasonably, executed by the Vendor in favour of the termination Company releasing the Company from all actions, causes of all action, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in law or equity, which the Vendor ever had, now has, or may have against the Company for or by reason of any matter, cause or thing whatsoever done or omitted to be done by the Company up to the Closing other than in respect of obligations under that certain Management Agreement dated April 22, 2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (vi) a good standing certificate for the Subject Company as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller substantially Company to the Vendor arising in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the followingrespect of: (i) ongoing obligations to the cash portion of Vendor agreed to in writing by the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note earned but unpaid salary and a Pledge Agreement executed by Purchaser substantially in unpaid benefits for the form of Exhibits A and B hereto, respectivelythen current pay period; ----------------and (iii) any obligations of the Company pursuant to indemnities granted to such persons by the Company in connection with their acts as directors of the Company but such indemnities shall be ineffective in respect of any act or omission which would constitute a Transition Services default or breach under this Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and ---------or which render any representation or warranty under this Agreement untrue or inaccurate; (ivg) a Guaranty executed by Nevada Gold & Casinosall other necessary consents, Inc.waivers (including waivers of pre-emptive rights and rights of first refusal) and authorizations required to enable the transfer of the Shares to the Purchaser as provided for in this Agreement; (h) the corporate minute books and all other books and records of the Company; and (i) the seal of the Company, substantially in the form of Exhibit D hereto. ---------if any.

Closing Documentation. (a) At Closing, Seller shall contemporaneously herewith execute and deliver (and have acknowledged, as applicable) to Purchaser Escrow Agent the following: (ia) certificates for A special warranty deed (the Shares duly endorsed for transfer “Deed”) in customary form conveying to Buyer (or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser ▇▇▇▇▇’s designee) Seller’s fee simple title to the Shares;Property free and clear of all liens, charges and encumbrances of record, except the following (collectively, the “Permitted Exceptions”): (i) real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated between Buyer and Seller as of the Closing Date at the maximum discount) (ii) the resignations of the directors and officers of the Subject Company that have been requested to resign such other matters as are approved by PurchaserBuyer, effective as of the Closing Date; under this Agreement, (iii) standard ALTA or equivalent exceptions that are not subject to deletion by Escrow Agent pursuant to applicable title insurance rules, excluding those that may be removed with the delivery of a certificatecustomary Seller’s affidavit, signed by the secretary of Seller, certifying resolutions or survey of the board of managers of Seller authorizing the executionProperty (provided Buyer elects to obtain such survey pursuant to Section 8 below), delivery and performance of this Agreement; (iv) the Third-Party Consents which are identified on Schedule 2.7; Existing Leases, and (v) documentation any lien or interest extinguished pursuant to the Sale Order. (b) Documentation as may be reasonably required by Escrow Agent to confirm Seller’s authority to undertake and consummate the Closing. (c) An affidavit in a form and substance reasonably acceptable to Purchaser complying with law that Seller is not a “foreign person” within the meaning of the termination Foreign Investment in Real Property Tax Act, and information necessary to complete an IRS Form 1099. (d) A closing statement reflecting the Purchase Price and all adjustments, prorations and credits thereto, and such disbursements as the parties wish to reflect thereon in connection with the transaction contemplated hereby (the “Closing Statement”). (e) If applicable, an affidavit and/or documentation of exemption in a form complying with applicable law that Seller is not subject to any withholding or similar tax that Buyer would be required to withhold and/or be responsible therefor. (f) ▇▇▇▇▇▇’s executed ALTA statement, Owner’s Affidavit or similar statement which may be required by the Title Company to omit from the title insurance policy any exceptions for unfiled mechanics’, materialmen’s or similar liens, and parties in possession. (g) An assignment assumption of leases (“Lease Assignment”) whereby Buyer assumes all obligations of Seller under that certain Management Agreement the Facility Lease, dated April 22June 26, 2003 by 2020 between Seller and Service Transport Company, the Parking Lease dated June 26, 2020 between Isle of Capri Casino, Seller and Contract Freighter Inc., and the Subject Parking Lease dated June 26, 2020 between Seller and Bulk Transport Company, Inc. (collectively, the “Existing Leases”). (vih) a good standing certificate such other seller’s affidavits or undertakings required by the Escrow Agent to satisfy the customary requirements applicable to Seller in connection with the issuance of the title insurance policy insuring Buyer’s ownership of the Property. From and after Closing, Seller shall have no responsibility for the Subject Company cost of any utilities or service contracts applicable to the Property. At Closing, ▇▇▇▇▇ shall execute and/or deliver as of the Closing Date; and (vii) a Transition Services Agreement executed by Seller substantially in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver applicable to Seller Escrow Agent the following: (ia) the cash portion The balance of the Estimated Purchase Price Price. (b) The Closing Statement. (c) The Lease Assignment. (d) Documentation as may be reasonably required by wire Escrow Agent to confirm ▇▇▇▇▇’s authority to undertake and consummate the Closing. (e) To the extent utility accounts or service contracts serving the Property are currently in the Seller’s name, confirmation of the transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in such services into Buyer’s name effective as of the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------Closing.