AGREEMENT

1. DEFINITIONS AND REGISTRATION RIGHTS.

1.1 Definitions. For purposes of this Agreement: 

(a) "Acquisition" and "Acquisitions" have the meanings set forth in Section 3.2 (a). 

(b) "Affiliate" and "Affiliated" have the meaning ascribed to it in Rule 405 under the Securities Act.

(c) "Agreement" has the meaning set forth in the Preamble.

(d) "Automatic Shelf Registration Statement" has the meaning ascribed to it in Rule 405 under the Securities Act.

(e) "Closing" has the meaning set forth in Section 2.2 (a).

(f) "Closing Date" means the date on which the Closing occurs.

(g) "Common Stock" has the meaning set forth in the Recitals.

(h) "Company" has the meaning set forth in the Preamble.

(i) "Current Shelf Registration Statement" means the Company's Automatic Shelf Registration Statement (File No. 333-133925), as amended or supplemented.

(j) "Effectiveness Period" means the period commencing on the first date that a Prospectus Supplement is filed under the Securities Act and ending on the date the Registration Rights terminate pursuant to Section 5.8.

(k) "Encumbrances" means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Filing Deadline" has the meaning set forth in Section 5.1 (a).

(n) "Form S-3" means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(o) "Free Writing Prospectus" has the meaning set forth in Rule 405 of the Securities Act.

(p) "Gaming Approvals" means, with respect to any action by a particular Person, any consent, finding of suitability, license, approval or other authorizations required for such action by such Person from a Gaming Authority or under Gaming Laws.

(q) "Gaming Authority" means those national, state, local and other governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or regulating gaming or gaming activities in any jurisdiction.

(r) "Gaming Laws" means those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction.

(s) "Governmental Entity" means any domestic or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, including all applicable Gaming Authorities.

(t) "HSR Act" has the meaning set forth in Section 3.3 (c).

(u) "Infinity World" has the meaning set forth in the Preamble.

(v) "Infinity World Group" has the meaning set forth in the Recitals.

(w) "Infinity World Group Pro Rata Share" means, at any point in time, that percentage obtained by dividing (i) the total number of shares of Common Stock beneficially owned by the Infinity World Group, as of such point in time, by (ii) the total number of shares of Common Stock outstanding as of such point in time (as reasonably calculated based upon all available information).

(x) "Issue Notice" has the meaning set forth in Section 3.1 (a).

(y) "Issuer Free Writing Prospectus" has the meaning set forth in Rule 433 of the Securities Act.

(z) "Joint Venture Agreement" has the meaning set forth in the Recitals.

(aa) "Majority Stockholder" has the meaning set forth in the Recitals.

(ab) "Material Event" has the meaning set forth in Section 5.3 (d).

(ac) "New Shares" has the meaning set forth in Section 3.1.

(ad) "Nomination Notice" has the meaning set forth in Section 4.3 (a).

(ae) "Nominee" and "Nominees" have the meanings set forth in Section 4.1.

(af) "Person" means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

(ag) "Prospectus Supplement" means a prospectus supplement relating to the Current Shelf Registration Statement or any other registration statement of the Company, as amended or supplemented, and all materials incorporated by reference therein.

(ah) "Purchase Price" has the meaning set forth in Section 2.1 (b).

(ai) "Purchased Shares" has the meaning set forth in Section 2.1 (a).

(aj) "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document by the SEC.

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