Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant to the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a violation of the securities laws of the applicable jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Securities Restrictions. 4.5.1 No Underlying (i) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities will Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 2(a)) be issued pursuant stamped or otherwise imprinted with a legend in substantially the form provided in Section 12. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the conversion of any Special Warrant if the issue Corporation of such Underlying Securities would constitute a violation holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the securities laws of proposed transfer. Upon request by the applicable jurisdiction and, without limiting the generality of the foregoingCorporation, the certificates representing holder delivering such notice shall deliver a written opinion, addressed to the Underlying Securities thereby issued will bear Corporation, of counsel for the holder of such legend or legends as mayshares, stating that in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation counsel (which may include an opinion of Counsel and counsel shall be reasonably satisfactory to the Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not requiredCorporation, such legended certificate may thereafter be surrendered to if the Corporation in exchange for a certificate which does not bear reasonably object to such legend transfer and request such opinion within fourteen (14) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fourteen (14) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 2(a), each certificate or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit other instrument evidencing any such transferred shares of a U.S. Person upon the conversion of Special Warrants Common Stock shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED legend required by paragraph (THE “U.S. SECURITIES ACT”ii) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”of this Section 2(a) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY unless (A) TO THE CORPORATION, such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONSthe Corporation shall have waived the requirement of such legend, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued which waiver may or may not be given in the United States or to or for Corporation’s absolute discretion. (iv) Notwithstanding the account or benefit foregoing provisions of a U.S. Person this Section 2(a), the restrictions imposed by this Section 2(a) upon the conversion transferability of Special Warrants any shares of Common Stock covered by this Agreement shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY cease and terminate when (A) TO THE CORPORATION, OR any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any the holder of such shares has met the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 requirements for transfer of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold such shares pursuant to Rule 144 of under the U.S. Securities Act. Whenever the restrictions imposed by this Section 2(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth above, as applicable, may be removed by delivery in Section 12 and not containing any other reference to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawsrestrictions imposed by this Section 2(a).

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Underlying Securities are being sold under clause (B) above, at Purchaser and who is subject to a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration contractual lock up provision similar to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may this one has been released from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawssuch lock up obligation.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in the issue of such Underlying Stockholder Agreement referred to in Section 6.2(c)(vi), the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory transferring stockholders in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to Buyer. In the Corporationabsence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) The Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY PROFITSOURCE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 6.2(e)(vi) and the Voting Agreement described in Section 6.2(e)(vii), provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholders will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that no Stockholder will be required to comply with this lock up provision if any other stockholder owning more shares of the Underlying Securities are being sold under clause (B) above, at Common Stock than such Stockholder and who is subject to a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration contractual lock up provision similar to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may this one has been released from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawssuch lock up obligation.

Securities Restrictions. 4.5.1 (a) No Underlying Securities Common Shares or Resulting Issuer Shares will be issued pursuant to the conversion exchange of any Special Warrant Subscription Receipt if the issue of such Underlying Securities Common Shares or the issue of Resulting Issuer Shares to the holder thereof would constitute a violation of the securities laws Laws of the applicable any jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Securities Common Shares thereby issued and the Resulting Issuer Shares issued in respect thereof will bear such legend or legends as may, in the opinion of Counsel counsel to the CorporationCompany or the Resulting Issuer, as the case may be, be necessary or advisable in order to avoid a violation of any securities laws Laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares or Resulting Issuer Shares, as applicable, are then listed, provided that if, at any time, in the opinion of Counsel counsel to the CorporationCompany or the Resulting Issuer, as the case may be, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws Laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation Company and the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, with evidence satisfactory in form and substance to the Corporation (which Company or the Resulting Issuer, as the case may include an opinion of Counsel satisfactory be, and to the Corporation) registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures Common Shares or the Resulting Issuer Shares, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation Company or the Resulting Issuer, as the case may be, in exchange for a certificate which does not bear such legend or legends. Neither the Company nor the Resulting Issuer will be required to deliver any Common Shares or Resulting Issuer Shares, either upon the exchange of the Subscription Receipts or otherwise, to any U.S. Purchaser if the Company or the Resulting Issuer determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or applicable state securities laws, or the U.S. Investment Company Act of 1940, as amended, and the Company and the Resulting Issuer may instead deliver to such U.S. Purchaser an amount of cash representing the proceeds of the sale of such Common Shares or Resulting Issuer Shares, net of expenses of sale. 4.5.2 Certificates representing Convertible Debentures (b) Common Shares issuable pursuant to the exchange of any Subscription Receipt in accordance with Section 4.01, issued in the United States certificated or uncertificated form, shall bear or be deemed to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [THE DATE OF DISTRIBUTION OF THE SECURITIES REPRESENTED HEREBY HAVE NOT WILL BE INSERTED] AND WILL NOT BE REGISTERED UNDER (II) THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (DATE THE “U.S. SECURITIES ACT”) ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADATERRITORY.” Certificates representing Warrants in addition to any legend or notation, as applicable, that may be required by Section 2.04(d) hereof or prescribed by the Company. No legend is required pursuant to this Section 4.06(b) in respect of the Resulting Issuer Shares issuable pursuant to the exchange of any Subscription Receipt in accordance with Section 4.01 (c) Common Shares or Resulting Issuer Shares, as applicable, issuable pursuant to the exchange of any Depository Global Subscription Receipt originally issued in Canada and held by the United States Depository shall bear or be deemed to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “UNLESS THIS WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED DEPOSITORY SERVICES INC. (“CDS”) TO LEVIATHAN GOLD FINANCE LTD. (THE “1933 ACTISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN ANY SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR APPLICABLE STATE SECURITIES LAWS OF OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL SINCE THE UNITED STATESREGISTERED HOLDER HEREOF, CDS & CO. THIS WARRANT MAY NOT BE EXERCISED HAS A PROPERTY INTEREST IN THE UNITED STATES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF DEAL WITH THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTCERTIFICATE.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.”

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Underlying Securities are being sold under clause (B) above, at Purchaser and who is subject to a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration contractual lock up provision similar to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may this one has been released from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawssuch lock up obligation.

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything contained in this Indenture, Special Warrants and Units will only be issued pursuant to the conversion transfer or exercise of any Special Warrant if the issue in compliance with Applicable Legislation of such Underlying Securities would constitute a violation of the securities laws of the any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Underlying Securities, the certificates in physical or uncertificated form, representing the issued Special Warrants and Underlying Securities thereby issued Securities, as the case may be, will bear such legend or legends as may, in the opinion of Counsel to the CorporationCompany, be necessary or advisable in order to avoid a violation of any securities laws applicable Securities Laws or other Applicable Legislation of any such jurisdiction or to comply with the requirements of any stock exchange on which the Common Underlying Shares are then listed; provided, provided however, that if, at any time, in the opinion of Counsel to the CorporationCompany, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, in physical or uncertificated form, at the expense thereofholder’s expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of Counsel counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Special Warrants and Convertible Debentures or Underlying Securities, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate certificate, in physical or uncertificated form, may thereafter be surrendered to the Corporation Special Warrant Agent in exchange for a certificate certificate, in physical or uncertificated form, which does not bear such legend or legendslegend. 4.5.2 Certificates (b) All certificates representing Convertible Debentures the Underlying Securities issued or Underlying Securities issued in the United States certificated or to or for the account or benefit of a U.S. Person uncertificated form upon the conversion exercise or deemed exercise of Special Warrants prior to the Principal Regulator having issued the Receipt, will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) SEPTEMBER 26, 2019; AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.” And, if applicable, the additional legend: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 27, 2020.” (c) If the Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the legend set forth in Section 2.13(b), then any certificate representing the Underlying Securities in physical form issued upon such exercise shall bear bear, in addition to any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.COMPANY,

Securities Restrictions. 4.5.1 No Underlying (1) The Warrants and the Common Shares issuable upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities will be issued pursuant to the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a violation of Act or the securities laws of any state, and the applicable jurisdiction andWarrants may not be exercised unless an exemption from registration is available, without limiting and Crystallex shall have received either written evidence satisfactory to it upon which it can rely that such exemption is available or an opinion of counsel to such effect in form and substance reasonably satisfactory to it. (2) If the generality Exercise Date in respect of any Warrant occurs before a receipt is issued for a final prospectus in respect of the foregoingdistribution thereof, the certificates representing the Underlying Securities Common Shares thereby issued will bear such legend or legends as may, in the opinion of Counsel counsel to the CorporationCrystallex, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction province of Canada or of the United States of America or to comply with the requirements of the TSX, the AMEX or any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel counsel to the CorporationCrystallex, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofhis expense, provides the Corporation Crystallex with evidence reasonably satisfactory in form and substance to the Corporation Crystallex (which may include an opinion of Counsel counsel satisfactory to the CorporationCrystallex) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures Common Shares in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation Crystallex in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates . If the Exercise Date of any Warrant occurs less than 41 days after the issue date of the Special Warrants, certificates representing Convertible Debentures issued the Common Shares will bear the following legend: THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S OF THE 1933 ACT) UNTIL [Insert date which is 41 days from date of issue], AND THEREAFTER ONLY IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. If Warrants are exercised in the United States or to by or for the account or benefit on behalf of a U.S. Person person, certificates for Common Shares issued upon the conversion of Special Warrants shall exercise will bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold legend restricting transfer without registration under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or and applicable state securities laws if, in the opinion of counsel to Crystallex, such a legend is required for compliance with such laws.. 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Securities Restrictions. 4.5.1 No Underlying The Warrants represented by this Warrant Certificate and the Common Shares deliverable upon exercise thereof have not been and will not be registered under the U.S. Securities will be issued pursuant to the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a violation of Act or the securities laws of the applicable jurisdiction and, without limiting the generality any state of the foregoing, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, United States. This Warrant may not be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued exercised in the United States or to by, or for the account or benefit of of, a U.S. Person upon and the conversion underlying Common Shares may not be delivered within the United States unless this Warrant and the underlying Common Shares have been registered under the U.S. Securities Act and all applicable state securities laws or an exemption or exclusion from such registration requirements is available and the Company has received evidence in form and substance reasonably satisfactory to the Company, which evidence may include, without limitation, an opinion of Special Warrants shall bear counsel of recognized standing, to the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED effect that exercise of the Warrant and issuance of the Warrant Shares is exempt or excluded from registration under the U.S. Securities Act (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ it being acknowledged and agreed to that S▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit R▇▇▇ & Z▇▇▇▇ LLP is a counsel of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”recognized standing), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OFprovided that if the Warrant is being exercised by the Offshore Purchaser as principal for its own account in an “offshore transaction” within the meaning of Rule 902 of Regulation S, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR where the representations and warranties of the Offshore Purchaser made in Appendix B to the Securities Purchase Agreement are true and correct in relation to the exercise of the Warrants as of the date of exercise thereof and the Offshore Purchaser represents and warrants to the Company as such by checking box (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any in Section 4 of the Underlying Exercise Notice delivered to the Company upon such exercise, no further evidence for the exercise of the Warrants or the issuance of the Warrant Shares will be required. Unless (i) registered under the U.S. Securities are being sold under clause Act or (Bii) above, exercised pursuant to an “offshore transaction” within the meaning of Rule 902 of Regulation S at a time when the Corporation Company is a “foreign issuer” as defined in Rule 902 of Regulation SS and where the Company has received reasonably satisfactory evidence as required for such exercise, as detailed above in this Section 1(d), the legend set forth above, as applicable, may be removed by providing a declaration to certificates representing the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any Common Shares issuable upon exercise of the Underlying Securities are being sold pursuant to Rule 144 Warrants shall bear a legend restricting transfer of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required Common Shares under applicable requirements of the U.S. Securities Act or and all applicable state securities laws.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the United States or to or offering) for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” such period as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed required by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.managing

Securities Restrictions. 4.5.1 No Underlying Unless a registration statement under the Securities will be issued pursuant to Act covering the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a violation of the securities laws of the applicable jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, proposed transaction is in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation effect: (which may include an opinion of Counsel satisfactory to the Corporationa) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ If reasonably requested by ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF the Seller’s Notice under Section 1(b) shall be accompanied at the Seller’s expense by either (Ci) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit a written opinion of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe)legal counsel who shall, and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable whose legal requirements; provided furtheropinion shall, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion reasonably satisfactory to the Corporation Parent, addressed to Parent, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed Transfer of Consideration Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to Parent to the effect that the proposed Transfer of the Consideration Shares may be effected without registration under the Securities Act. (b) The Corporation will not require such a legal opinion or “no action” letter under Section 3(a) in any transaction (i) in compliance with SEC Rule 144; or (ii) in any transaction in which the Seller distributes the Consideration Shares to an Affiliate of such Seller for no consideration; provided that each Transferee agrees in writing to be subject to the terms of this Appendix C. (c) Upon Seller’s compliance with Section 3(a) to Parent’s reasonable satisfaction (which shall be presumed if Seller obtains a “no action” letter), or in the cases described in Section 3(b), the Seller shall be entitled to Transfer the Consideration Shares in accordance with the terms of the Notice given by the Seller to Parent under Section 1(b). (d) Each certificate, instrument, or book entry representing Consideration Shares Transferred as provided in this Section 3 shall be notated with the appropriate restrictive legend set forth in Section 4(a), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if (i) the Transfer is made pursuant to SEC Rule 144 or (ii) in the opinion of counsel for Seller and counsel for Parent, such legend is no longer not required under applicable requirements in order to establish compliance with any provisions of the U.S. Securities Act or state securities lawsAct.

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything herein contained, Common Shares and Warrants will only be issued pursuant to upon exercise of the conversion Special Warrants in compliance with the Securities Laws of any Special Warrant if the issue of such Underlying Securities would constitute a violation of the securities laws of the applicable jurisdiction andjurisdiction, and without limiting the generality of the foregoing, in the event that the Special Warrants are exercised pursuant to Section 3.3 or deemed to have been exercised pursuant to Section 3.4 prior to the issuance of a receipt for the Prospectus by each of the Securities Commissions, the certificates representing the Underlying Securities Common Shares and Warrants thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, acting reasonably, be necessary or advisable in order to avoid a violation of any securities laws Securities Laws of any province in Canada, the United States or any other jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares and Warrants are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofholder's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation Corporation, acting reasonably, (which may include an opinion of Counsel counsel satisfactory to the Corporation) ), to the effect that such holder is entitled to sell or otherwise transfer such Common Shares and Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legendslegend. 4.5.2 Certificates representing Convertible Debentures issued (b) Special Warrants may not be exercised in the United States or to by or for the account or benefit on behalf of a U.S. Person person in the United States, nor will certificates for Common Shares and Warrants issuable upon the conversion exercise of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued be registered or delivered to an address in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold without registration under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and the securities laws of all applicable states, unless an exemption from registration is available. The Corporation may, at its option, require an opinion of counsel or state securities lawsother evidence in form and substance satisfactory to the Corporation, acting reasonably, as to the availability of the exemption.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in the issue of such Underlying Stockholder Agreement referred to in Section 6.2(d)(i), the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory transferring stockholders in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationBuyer. (b) The Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE UNLESS EPS SOLUTIONS CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY EPS SOLUTIONS CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 6.2(d)(i) and the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholders will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the United States or to or offering) for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” such period as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed required by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.managing

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.Purchaser and

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Underlying Securities are being sold under clause Purchaser and who is subject to a contractual lock up provision similar to this one has been released from such lock up obligation. (Be) above, at As a time when material inducement to the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation SPurchaser to enter into this Agreement, the legend set forth aboveCompany hereby represents and warrants that it is not a party to any stock purchase agreement, as applicableasset purchase agreement, may be removed by providing a declaration to or similar agreement which contains provisions governing securities restrictions that are different in any material respect from the Corporation and its transfer agent terms contained in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawsSection 4.2.

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything herein contained, Special Warrants and Units will only be issued pursuant to the conversion transfer or exercise of any Special Warrant if the issue in compliance with Applicable Legislation of such Underlying Securities would constitute a violation of the securities laws of the any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the certificates representing the Underlying Securities thereby issued Special Warrants and Unit Shares and Warrants, as the case may be, will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws Applicable Securities Laws or other Applicable Legislation of any such jurisdiction or to comply with the requirements of any stock exchange on which the Common Unit Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofholder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Special Warrants and Convertible Debentures or Unit Shares or Warrants, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation Special Warrant Agent in exchange for a certificate which does not bear such legend or legendslegend. 4.5.2 Certificates (b) Subject to subsection 3.8(c), certificates representing Convertible Debentures Unit Shares and Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion exercise of Special Warrants on or prior to the date that is four months and a day following the date of issuance of the Special Warrants, without the Principal Regulator having issued the Receipt, will bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months plus one day following the date of issuance of the Special Warrants].” and the certificates representing the Unit Shares and Warrants may also bear the following legend, in accordance with the rules of the TSXV: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date that is 4 months plus one day following the date of the issuance of the Special Warrants].” Certificates representing Unit Shares and Warrants issued to Special Warrantholders upon the exercise or deemed exercise of Special Warrants after the Principal Regulator has issued the Receipt and on or after the date that is four months and a day following the date of issuance of the Special Warrants will not bear the forgoing legend. (c) If the Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the legend set forth in subsection 2.14(b), then any certificate representing Unit Shares or Warrants issued upon such exercise shall bear bear, in addition to any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE . THESE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONISSUER, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND ACT, (C) IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACTACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, PLEDGE OR TRANSFER AND AS MAY BE REQUIRED IN THE DISCRETION OF THE ISSUER OR ISSUER’S TRANSFER AGENT, FURNISHED TO THE ISSUER AND ISSUER’S TRANSFER AGENT AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER AND ISSUER’S TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided, that if any of the Underlying Securities Unit Shares or Warrants are being sold under clause (B) above, outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Corporation is a “foreign issuer” as defined in Rule 902 902(e) of Regulation SS at the time of sale, and in compliance with Canadian local laws and regulations, the legend set forth above, as applicable, may be removed by providing the Corporation’s transfer agent with a duly executed declaration in substantially the form set forth as Appendix 3 to the Special Warrant Certificate attached hereto (or in such other form as the Corporation may prescribe from time to time) and, if required by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and its the transfer agent in to the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided effect that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure such U.S. legend is no longer complies with applicable legal requirementsrequired pursuant to the requirement of the U.S. Securities Act or state securities laws; provided and provided, further, that if any of the Underlying Securities Unit Shares or Warrants are being sold pursuant to Rule 144 of under the U.S. Securities ActAct or other exemption, if available, the above legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation and the transfer agent, to the effect that the such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Company's stockholders, the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock than the Underlying Securities are being sold under clause (B) above, at Purchaser and who is subject to a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration contractual lock up provision similar to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may this one has been released from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawssuch lock up obligation.

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything herein contained, Special Warrants and Units will only be issued pursuant to the conversion transfer or exercise of any Special Warrant if the issue in compliance with Applicable Legislation of such Underlying Securities would constitute a violation of the securities laws of the any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the certificates representing the Underlying Securities thereby issued Special Warrants and Unit Shares and Warrants, as the case may be, will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws Applicable Securities Laws or other Applicable Legislation of any such jurisdiction or to comply with the requirements of any stock exchange on which the Common Unit Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofholder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Special Warrants and Convertible Debentures or Unit Shares or Warrants, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation Special Warrant Agent in exchange for a certificate which does not bear such legend or legendslegend. 4.5.2 (b) Certificates representing Convertible Debentures Unit Shares and Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion exercise of Special Warrants shall on or prior to the date that is four months and a day following the date of issuance of the Special Warrants, without the Principal Regulator having issued the Receipt, will bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 28, 2015” and the certificates representing the Unit Shares and Warrants may also bear the following legend, in accordance with the rules of the TSXV: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL BY THIS CERTIFICATE MAY NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933SOLD, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOFTRANSFERRED, BY PURCHASING HYPOTHECATED OR OTHERWISE HOLDING SUCH SECURITIES, AGREES TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFEREDA CANADIAN RESIDENT UNTIL JUNE 28, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.2015” Certificates representing Unit Shares and Warrants issued in the United States or to or for the account or benefit of a U.S. Person Special Warrantholders upon the conversion exercise or deemed exercise of Special Warrants shall after the Principal Regulator has issued the Receipt and on or after the date that is four months and a day following the date of issuance of the Special Warrants will not bear the following forgoing legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Securities Restrictions. 4.5.1 No Underlying (a) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities will Act. (b) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be issued pursuant stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (c) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the conversion of any Special Warrant if the issue Corporation of such Underlying Securities would constitute a violation holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the securities laws of proposed transfer. Upon request by the applicable jurisdiction and, without limiting the generality of the foregoingCorporation, the certificates representing holder delivering such notice shall deliver a written opinion, addressed to the Underlying Securities thereby issued will bear Corporation, of counsel for the holder of such legend or legends as mayshares, stating that in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation counsel (which may include an opinion of Counsel and counsel shall be reasonably satisfactory to the Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not requiredCorporation, such legended certificate may thereafter be surrendered to if the Corporation in exchange for a certificate which does not bear reasonably object to such legend transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit other instrument evidencing any such transferred shares of a U.S. Person upon the conversion of Special Warrants Common Stock shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED legend required by paragraph (THE “U.S. SECURITIES ACT”ii) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”of this Section 3(a) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY unless (A) TO THE CORPORATIONsuch opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (d) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or holder of such shares has met the requirements for the account or benefit transfer of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold such shares pursuant to Rule 144 of under the U.S. Securities ActAct or (C) the Corporation has notified the holder thereof that the Corporation has irrevocably waived and terminated the restrictions set forth in Section 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth above, as applicable, may be removed by delivery in Section 14 and not containing any other reference to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawsrestrictions imposed by this Section 3(a). (e) [Intentionally Omitted].

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything contained in this Indenture, Special Warrants, Unit Shares and Unit Warrants will only be issued pursuant to the conversion transfer or exercise of any Special Warrant if the issue in compliance with Applicable Legislation of such Underlying Securities would constitute a violation of the securities laws of the any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Units the certificates representing the Underlying Securities thereby issued Special Warrants, Unit Shares and Unit Warrants, as the case may be, will bear such legend or legends as may, in the opinion of Counsel to the CorporationCompany, be necessary or advisable in order to avoid a violation of any securities laws applicable Securities Laws or other Applicable Legislation of any such jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed; provided, provided however, that if, at any time, in the opinion of Counsel to the CorporationCompany, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofholder's expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of Counsel counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures Special Warrants, Unit Shares or Unit Warrants, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation Special Warrant Agent in exchange for a certificate which does not bear such legend or legendslegend. 4.5.2 Certificates (b) All certificates representing Convertible Debentures Unit Shares and Unit Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion exercise of Special Warrants prior to the date that is four months and a day following the date of issuance of the Special Warrants, without the Principal Regulator having issued the Receipt, will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 12, 2021;" Certificates representing Unit Shares and Unit Warrants issued to Special Warrantholders upon the exercise of Special Warrants after the Principal Regulator has issued the Receipt or on or after the date that is four months and a day following the date of issuance of the Special Warrants will not bear the legend in this Section 3.8(b). (c) If the Special Warrant Certificate representing Special Warrants exercised in accordance with this Article 3 bears the legend set forth in Section 2.13(b), then any certificate representing Unit Shares and Unit Warrants issued upon such exercise shall bear bear, in addition to any legends required by this Section 3.8, the following legend: “"THE SECURITIES REPRESENTED HEREBY [and for Unit Warrants, the following shall be added: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) ), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. THE ISSUER OF SUCH SECURITIES AND ITS SUCCESSORS (THE “CORPORATIONCOMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE EACH CASE IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS OF THE UNITED STATES, LAWS; OR (D) IN ANOTHER A TRANSACTION THAT OTHERWISE DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇APPLICABLE STATE SECURITIES LAWS, AFTER AND THE HOLDER HAS, IN THE CASE OF SELLER HAS PRIOR TO SUCH TRANSFER PURSUANT TO (C) OR (DD)(i) ABOVE, FURNISHED TO THE CORPORATION COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” " provided, that if any of the Underlying Securities such Unit Shares or Unit Warrants are being sold under clause (B) in compliance with the requirements of Rule 904 of Regulation S Act, as referred to above, at a time when the Corporation is a “foreign issuer” as defined and in Rule 902 of Regulation Scompliance with applicable local laws and regulations, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation Company and its the applicable transfer agent for such securities, in the form attached hereto as Schedule “C” Appendix 3 (or as the Corporation Company may prescribe from time to time prescribetime); notwithstanding the foregoing, and provided that the Corporation any transfer agent for such Unit Shares or Unit Warrants may at any time rescind this procedure impose additional requirements for the removal of restrictive legends if it determines that this procedure no longer complies from such securities sold in compliance with applicable legal requirementsRule 904 of Regulation S in the future; provided further, that that, if any of the Underlying Securities such Unit Shares or Unit Warrants are being sold pursuant to Rule 144 of under the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s Company and the applicable transfer agent for such securities of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation Company to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Securities Restrictions. 4.5.1 No Underlying Securities (a) Notwithstanding anything contained in this Indenture, Special Warrants and Units will only be issued pursuant to the conversion transfer or exercise of any Special Warrant if the issue in compliance with Applicable Legislation of such Underlying Securities would constitute a violation of the securities laws of the any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Special Warrants transferred or exercised for Underlying Securities, the certificates in physical or uncertificated form, representing the issued Special Warrants and Underlying Securities thereby issued Securities, as the case may be, will bear such legend or legends as may, in the opinion of Counsel to the CorporationCompany, be necessary or advisable in order to avoid a violation of any securities laws applicable Securities Laws or other Applicable Legislation of any such jurisdiction or to comply with the requirements of any stock exchange on which the Common Underlying Shares are then listed; provided, provided however, that if, at any time, in the opinion of Counsel to the CorporationCompany, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, in physical or uncertificated form, at the expense thereofholder’s expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of Counsel counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Special Warrants and Convertible Debentures or Underlying Securities, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate certificate, in physical or uncertificated form, may thereafter be surrendered to the Corporation Special Warrant Agent in exchange for a certificate certificate, in physical or uncertificated form, which does not bear such legend or legendslegend. 4.5.2 Certificates (b) All certificates representing Convertible Debentures the Underlying Securities issued or Underlying Securities issued in the United States certificated or to or for the account or benefit of a U.S. Person uncertificated form upon the conversion exercise or deemed exercise of Special Warrants prior to the Principal Regulator having issued the Receipt, will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) JULY12, 2019; AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.” And, if applicable, the additional legend: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 13, 2019.” (c) If the Special Warrant Certificate representing Special Warrants exercised or deemed to have been exercised in accordance with this Article 3 bears the legend set forth in Section 2.13(b), then any certificate representing the Underlying Securities in physical form issued upon such exercise shall bear bear, in addition to any legends required by this Section 3.8, the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN ALL LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.,

Securities Restrictions. 4.5.1 No Underlying Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities will Act. (b) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be issued pursuant stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (c) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the conversion of any Special Warrant if the issue Corporation of such Underlying Securities would constitute a violation holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the securities laws of proposed transfer. Upon request by the applicable jurisdiction and, without limiting the generality of the foregoingCorporation, the certificates representing holder delivering such notice shall deliver a written opinion, addressed to the Underlying Securities thereby issued will bear Corporation, of counsel for the holder of such legend or legends as mayshares, stating that in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation counsel (which may include an opinion of Counsel and counsel shall be reasonably satisfactory to the Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not requiredCorporation, such legended certificate may thereafter be surrendered to if the Corporation in exchange for a certificate which does not bear reasonably object to such legend transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit other instrument evidencing any such transferred shares of a U.S. Person upon the conversion of Special Warrants Common Stock shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED legend required by paragraph (THE “U.S. SECURITIES ACT”ii) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”of this Section 3(a) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY unless (A) TO THE CORPORATIONsuch opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (d) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or holder of such shares has met the requirements for the account or benefit transfer of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold such shares pursuant to Rule 144 of under the U.S. Securities ActAct or (C) the Corporation has notified the holder thereof that the Corporation has irrevocably waived and terminated the restrictions set forth in Section 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth above, as applicable, may be removed by delivery in Section 14 and not containing any other reference to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawsrestrictions imposed by this Section 3(a). 9 (e) [Intentionally Omitted].

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in the issue of such Underlying Stockholder Agreement referred to in Section 3.3, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory transferring stockholders in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) The Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.TO

Securities Restrictions. 4.5.1 No Underlying Each of Sellers acknowledges that the MuniMae Common Shares, if and when issued, will not be registered under the Securities Act as of the date of issue, and therefore may not be resold without compliance with the Securities Act and any applicable state securities laws. The MuniMae Common Shares are being or will be issued pursuant acquired by each of Sellers solely for his own account and without a view to distribution within the conversion of any Special Warrant if the issue of such Underlying Securities would constitute a violation meaning of the securities laws Securities Act. Each of Sellers covenants, warrants and represents that none of the MuniMae Common Shares will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable jurisdiction and, without limiting the generality provisions of the foregoing, Securities Act and applicable state securities laws and the certificates rules and regulations thereunder. Certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the MuniMae Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear a legend in substantially the following legendlanguage: “THE SECURITIES SHARES REPRESENTED HEREBY HAVE BY THIS CERTIFICATE WERE NOT AND WILL NOT BE ISSUED IN A TRANSACTION REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ( “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE UNITED STATES. THIS WARRANT 1933 ACT AND MAY NOT BE EXERCISED IN THE UNITED STATES SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE APPLICABLE SECURITIES LEGISLATION OPINION OF ANY SUCH STATE OR AN EXEMPTION COUNSEL TO THE COMPANY, IS EXEMPT FROM SUCH THE REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTSUCH LAWS.” provided, that if any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Securities Restrictions. 4.5.1 No Underlying Securities (a) The Warrant Agent shall be entitled to assume that Warrant Shares will be issued pursuant to the conversion exercise of any Special Warrant if without violating Securities Laws and without legending any certificate representing the issue of such Underlying Securities would constitute a violation Warrant Shares unless otherwise required by this Indenture or the Warrant Agent has received notice in writing from the Company stating otherwise and setting forth the restrictions on the exercise of the securities laws of the applicable jurisdiction and, without limiting the generality of the foregoing, Warrants and any legend the certificates representing the Underlying Securities thereby issued will bear such legend or legends as mayWarrant Shares should bear. (b) Warrants may not be exercised except in compliance with the requirements set forth herein, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, Warrant Certificate and in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legendsExercise Notice attached thereto. 4.5.2 (c) Certificates representing Convertible Debentures Warrant Shares issued in upon exercise of the United States or Warrants, pursuant to or for Box B on the account or benefit of a U.S. Person upon the conversion of Special Warrants Exercise Form, shall bear the following legend: “legend (the "U.S. Common Share Legend"): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”") OR UNDER ANY STATE SECURITIES LAWS. , AND THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO EARTHRENEW INC. (THE CORPORATION"COMPANY"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDERUNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN COMPLIANCE WITH ANOTHER TRANSACTION THAT DOES NOT REQUIRE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇AND APPLICABLE STATE SECURITIES LAWS, AFTER THE HOLDER HAS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (CC)(i) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY MUST FIRST BE PROVIDED TO THE COMPANY OR THE COMPANY'S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933" provided that, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities such securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in accordance with Rule 902 904 of Regulation S, the legend set forth above, as applicable, may be removed by providing to the Transfer Agent (i) a declaration to the Corporation and its transfer agent in the form Form of Declaration For Removal of Legend attached hereto as to Schedule “C” A (or as the Corporation Company may prescribe from time to time prescribe)time) and (ii) if required by the Company, and provided the Warrant Agent or the Transfer Agent, an opinion of counsel, of recognized standing reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, that the Corporation proposed transfer may at any time rescind this procedure for be effected without registration under the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirementsU.S. Securities Act; provided and provided, further, that that, if any of the Underlying Securities such securities are being sold pursuant to under Rule 144 of under the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery delivering to the Corporation’s transfer agent of Company, an opinion of counsel of recognized standing reasonably satisfactory to the Corporation to the effect Company, that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (d) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Company shall be entitled to cause the U.S. Common Share Legend to be affixed to, or marked with respect to, any Common Shares issued upon the exercise of any Warrant at such time as the Company is not a "foreign issuer" (as defined in Regulation S) in the event that the Company determines that such affixing or marking of the U.S. Common Share Legend is then necessary to comply with U.S. securities laws. (e) The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

Securities Restrictions. 4.5.1 No Underlying (i) Notwithstanding any other provision of this Agreement, after the Effective Date, no shares of Common Stock held or beneficially owned by a Stockholder may be transferred except upon the conditions specified in this Section 5(a), which conditions are intended to ensure compliance with the provisions of the Securities will Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 5(a)) be issued pursuant stamped or otherwise imprinted with a legend in substantially the form provided in Section 11. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the conversion of any Special Warrant if the issue Corporation of such Underlying Securities would constitute a violation holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 5(a). Each such notice shall describe the manner and circumstances of the securities laws proposed transfer. The holder of such shares of Common Stock shall be entitled to transfer such shares in accordance with the terms of the applicable jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, in the opinion of Counsel notice delivered to the Corporation, be necessary if the Corporation does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such notice (or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any timethree Business Days, in the case of a propose transfer relating to a sale of shares of Common Stock pursuant to Rule 144 under the Securities Act). Subject to paragraph (iv) of this Section 5(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 5(a) unless (A) an opinion of Counsel counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation shares (which may include an opinion of Counsel satisfactory counsel shall be reasonably acceptable to the Corporation) to states that registration of any future transfer is not required by the effect applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may be given or denied in the Corporation’s sole and absolute discretion. In the event that such the holder is entitled proposes to sell or otherwise transfer such Warrants and Convertible Debentures any shares of Common Stock in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any of the Underlying Securities are being sold qualifies under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of under the U.S. Securities Act, the legend set forth aboveCorporation shall, as applicableat its expense, may be removed cause its counsel to provide any legal opinion required by delivery to the Corporation’s transfer agent in connection with such sale. (iv) Notwithstanding the foregoing provisions of this Section 5(a), the restrictions imposed by this Section 5(a) regarding the transferability of any shares of Common Stock shall cease and terminate when (A) any such shares of Common Stock are sold or otherwise disposed of pursuant to an opinion satisfactory to effective Registration Statement under the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws(B) the holder of such shares of Common Stock and the Corporation have met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 5(a) shall terminate, the holder of any shares of Common Stock as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 11 and not containing any other reference to the restrictions imposed by this Section 5(a).

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT COMPANY AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933ITS COUNSEL, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM THAT SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY NOT REQUIRED. (Ac) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any Each recipient of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth aboveShares or interests therein shall, as applicablea condition to transfer of any Shares or interest therein, may be removed by providing a declaration cause the transferee to enter into the Corporation Stockholder Agreement and its transfer agent in the form attached hereto as Schedule “C” (or as Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawsagreement has terminated.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in the issue of such Underlying Stockholder Agreement referred to in Section 6.2(d)(i), the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory transferring stockholders in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to Buyer. In the Corporationabsence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) The Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE UNLESS EPS SOLUTIONS CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY EPS SOLUTIONS CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 6.2(d)(i) and the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholder will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933such offering, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” providedprovided however, that if (i) such lock up provision may not be invoked more than once in any of the Underlying Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.365 day period,

Securities Restrictions. 4.5.1 No Underlying Securities Notwithstanding anything herein contained, Common Shares will be issued pursuant to the conversion upon exercise of any Special a Warrant if the issue of such Underlying Securities would constitute a violation of only in compliance with the securities laws of any applicable jurisdiction, including without limitation the applicable jurisdiction Applicable Securities Laws, and, without limiting the generality of the foregoing, the Corporation will direct the Warrant Agent to legend any certificates representing the Underlying Securities thereby issued will bear such legend or legends as mayCommon Shares if, in the opinion of Counsel counsel to the CorporationCorporation acting reasonably, be such legend is necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction the Applicable Securities Laws or to comply with the requirements of any stock exchange on which the Common Shares are then listed, ; provided that if, at any time, in the opinion of Counsel counsel to the Corporation, acting reasonably, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirementslaws, or the holder of any such legended certificate, at the expense thereofhis or her expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants and Convertible Debentures Common Shares in a transaction in which such legend or legends are not required, such legended certificate certificates may thereafter be surrendered to the Corporation Warrant Agent in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates . The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing Convertible Debentures issued the Common Shares unless the Warrant Agent has received notice in writing from the United States or to or for Corporation stating otherwise and setting forth the account or benefit of a U.S. Person upon restrictions on the conversion of Special Warrants shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if any exercise of the Underlying Securities are being sold Warrants and any legend the certificates representing the Common Shares should bear. For greater certainty, should no Registration Statement be effective under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, Act and no exemption from the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable registration requirements of the U.S. Securities Act or state securities lawsbe available such that a Warrantholder may receive freely tradable Common Shares upon exercise of Warrants, the Corporation shall permit the Cashless Exercise of the Warrants held by Warrantholders as set forth in Section 3.4 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in this Agreement and the issue of such Underlying Stockholder Agreement, the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory Purchaser in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) In addition to any legends required by the Stockholder Agreement and the Voting Agreement, the Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Company to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”LAW ANT) THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (AHYPOTHECATED UNLESS ANT) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER UNLESS THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” Certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “THIS WARRANT COMPANY AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933ITS COUNSEL, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM THAT SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFEREDNOT REQUIRED." (c) Each recipient of Shares or interests therein shall, SOLDas a condition to transfer of any Shares or interest therein, PLEDGED OR OTHERWISE TRANSFERRED ONLY cause the transferee to enter into the Stockholder Agreement and the Voting Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (Ad) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that if In connection with any underwritten public offering of securities of the Company or any of its affiliates within three (3) years of the Underlying Securities are being sold under clause (B) abovedate hereof, at a time when if the Corporation managing underwriter believes that it is a “foreign issuer” as defined appropriate in Rule 902 connection with the offering to limit public sales of Regulation Ssuch securities by Company's stockholders, the legend set forth above, as applicable, may be removed by providing a declaration Purchaser will agree to the Corporation and its transfer agent in the managing underwriter's standard form attached hereto as Schedule “C” (or as the Corporation may from time to time prescribe), and provided that the Corporation may at of "lock up" agreement prohibiting transfers of any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed Common Stock owned by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.the

Securities Restrictions. 4.5.1 No Underlying Securities will be issued pursuant (a) In addition to the conversion of any Special Warrant if contractual restrictions on transfer set forth in the issue of such Underlying Stockholder Agreement referred to in Section 6.2(d)(i), the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are registered and qualified under the Securities would constitute a violation of the Act and applicable state securities laws of the applicable jurisdiction andor exemptions from such registration and qualification requirements are available, without limiting the generality of the foregoingor such registration and qualification requirements are inapplicable, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, reflected in the an opinion of Counsel counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory transferring stockholders in form and substance to the Corporation (which may include an opinion of Counsel reasonably satisfactory to Buyer. In the Corporationabsence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely, and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) The Certificates will bear a legend to the effect that such holder is entitled set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to sell or otherwise transfer such Warrants and Convertible Debentures in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to ensure compliance with the Corporation in exchange for a certificate which does not bear such legend or legends. 4.5.2 Certificates representing Convertible Debentures issued in the United States or to or for the account or benefit of a U.S. Person upon the conversion of Special Warrants shall bear the following legend: “restrictions set forth herein. "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT AND WILL NOT BE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AMENDED, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ▇▇▇▇▇ GAMING GROUP INC. (THE “CORPORATION”) THAT SUCH SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE U.S. SECURITIES SUCH ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATESLAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF RECOGNIZED STANDING THE SHARES OR OTHER EVIDENCE OF EXEMPTIONEVIDENCE, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY PROFITSOURCE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADAREQUIRED.” Certificates representing Warrants issued " (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interests therein, cause the transferee to enter into the Stockholder Agreement described in Section 6.2(d)(i) and the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (d) In connection with any underwritten public offering of securities of Buyer or any of its Affiliates within three (3) years of the Closing Date, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such securities by Buyer's stockholders, the Stockholder will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of Common Stock (other than shares included in the United States or offering) for such period as may be required by the managing underwriter not to or exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for the account or benefit of a U.S. Person such offering, provided however, that (i) such lock up provision may not be invoked more than once in any 365 day period, (ii) such lock up provision will be contingent upon the conversion officers and directors of Special Warrants shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933registrant entering into similar lock up agreements, AS AMENDED and (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (Aiii) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” provided, that no Stockholder will be required to comply with this lock up provision if any other stockholder owning more shares of the Underlying Securities are being sold under clause (B) above, at Common Stock than such Stockholder and who is subject to a time when the Corporation is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend set forth above, as applicable, may be removed by providing a declaration contractual lock up provision similar to the Corporation and its transfer agent in the form attached hereto as Schedule “C” (or as the Corporation may this one has been released from time to time prescribe), and provided that the Corporation may at any time rescind this procedure for the removal of restrictive legends if it determines that this procedure no longer complies with applicable legal requirements; provided further, that if any of the Underlying Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend set forth above, as applicable, may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities lawssuch lock up obligation.