In August 2012, the Company entered into an Indicative Summary
of Terms and Conditions with an equity investor related to a proposed financing for the Gulfport Casino Hotel Project to be developed
by RBMS (Borrower). The proposed financing is for up to $101,800,000 for the development, design, construction, financing,
ownership, operation and maintenance of an approximately 191,000 square foot land based four star casino, including gaming, restaurant,
bar and support space and an adjacent 205-room hotel in Gulfport, Mississippi.
Terms of the proposed financing call for senior secured term
loans up to an aggregate of $80,900,000 to be provided in one tranche on the closing date, advanced at the rate of 94% of the principal.
Full repayment is expected to be October 2017. Interest on the outstanding balance will be equal to the sum of the LIBOR rate applicable
to the interest period, subject to a floor of 2%, and the applicable margin of 10.5%
The equity investors shall fund the equity contribution to
RBMS prior to the closing pursuant to the terms of an equity contribution agreement to be entered into by the equity investors,
RBMS, and the Collateral Agent in the aggregate amount of $20,900,000.
RBMS shall enter into a warrant agreement with respect to
the issuance of detachable warrants in favor of the lender to purchase 7.5% of the fully diluted membership interests of the RBMS
at an exercise price of $0.01, per membership interest, with anti-dilution provisions.