APPENDIX A

Execution

Verciun

MASTER DEVELOPMENT AGREEMENT

This Master Development Agreement (Agreement) is made and entered into as of the 9th day of February. 2013, by and between the SENECA NATION OF INDIANS. a sovereign Indian nation (Nation) with offices at 90 Ohi:yo Way, Salamanca, Allegany Territory (via New York) 14479: SENECA GAMING CORPORATION, a governmental instrumentality of the N itio. with a mailing address of 310 Fourth Street, Niagara Falls, Niagara Falls Territory (via New York) (5CC and together with Nation, collectively the Seneca Group): and FLAUM ROCHESTER LLC, a New York limited liability corporation with a mailing address of 400 Andrews Street, Suite 1500, Rochester, New York 14604 (Flaum). SGC, the Nation, and Flaum are sometimes hereinafter referred to individually as a bIParty and collectively as the Parties

RECITALS
The Nation has previously issued a Request for Qualifications regarding the potentiai development of a Seneca-branded casino facility in Monroe County, NY, containing approximately 65.000 square feet of public space, 35,000 square feet of back-of-the-house space, and associated convenience tbod and beverage food offerings, including but not Hmited to a Western Door Steakhouse on-site (collectively, the Project). The Nation or SGC, as the case may be, anticipates obtaining the necessary rights in the parcel(s) of land described on the attached Exhibit A, which, upon full vesting of title in the Nation in restricted fee status pursuant to the Seneca Nation Land Claims Settlement Act of 1990. and obtaining all nocessaiy Federal approvals consistent with the requirements of the Indian Gaming Regulatory Act of 1988,25 U.S.C. 2701 etseq. (IGRA), shall be used for the Project (the Site) and associated nongaining amenities. SOC intends to utilize its proprietary development model with respect to the Project, and may elect to develop and operate the Project through a wholly owned subsidiary. Flaum possesses experience, skills and expertise that will be beneficial to SOC and the Nation in developing the Site. SOC desires to retain Flaurn to provide development services to organize and coordinate the developmcnt of the Site on behalf of SGC by rendering btisiness advice and management expertise to effectuate an economically feasible, code-compliant Project to accomplish SOCs purposes. Flauni desires to provide such services to SOC. As contemplated in Section ID. below, the parties anticipate additional Development Opportunitics for the construction and operation of complementary, non-competitive, ion gaming amenities adjacent to the Senecabranded casino (Amenity Develop mciii): the terms and conditions for each such Amenity Development will be set forth in a separately negotiated Amenity Development Agreement which will be made a part of this Master Development Agreement tin less otherwise mutnally agreed to in writing.

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1 he parties lurther contemplate planned investments of approxiinaleiy SI 00 million by SGC and/or the Nation and 550 million by Flaunt for gaming and nongaminu amenities,

respectively.
In oider to advance the Project, the Nation also needs puahe support and part!ci]JaliOil, parucularly in securing a class III gaming compact with New York State tinder IGRA (the Conipact) to flicilitate the Project. Flaum represents that it also possesses experience, skills, personal relationships and expertise that will be beneficial to the Nation iii obtaining such support and approval. The Nation desires to retain Flaum to assist in connection with obtaining the necessary support and Compact approvals from the Stale of New York for (he Project. Flaum desires to

provide such services to the Nation. Ihe Part cs desire to set forth herei ii their entire agreement and understanding with respect to the engagement of Flaum to provide all of the foregoing services in connection with the Project. lhe Parties. therefore, agree as follows:
COVENANtS

I.

I)KVKIA)lMENT \IANAC,LR SERVICES AM) RELATED M,VrIERS A.

lZntaatement. SGC hereby engages Flaum, and Flauin hereby aurees to serve, as Development Manager to provide Development Services (as defined and tirther detailed in stibsect ion I .C. below) for the Proj cct under this Article I of the Agreement.
B.
5CC Ri2hts Reartjinu Project Site and NonGamin2 Amcniics. The Seneca

Group shall lake the necessary and commercially reasonable steps for the Nation to acquire the Site in restricted Fee status, to lease the Site to the SGC for a term of 40 years, and to secure the necessary federal approvals reqtnied iii oidcr to undertake the Project. The SGC shall, in its soe and absolute discretion, designate that portion of the Site needed for the Project (lrojcct Site) and may designate areas on the Ste from timetotime for complementary hotel, food, beverage. retail and other facilities as determined by the Seneca Group. such flicilities being non competitive with similar facilities included as part of the Project (NonCanming Anmenhlics). SGC shall secure its own financing for development of thc Project Scope of D evelo mu en t S en ices for (tic I roj ect Fl a umn sIt all furn isli its best C. ski [I. care. j udginent and diligence in providing the Development Services (as defined herein) consistent with industry standards and practice for comparable services. Flaumn s Development Services shal I be as described in ilie Development Manager Responsthilit ies, Goals and Scope of Work attached hereto as Exhibit B and shall further incltide the following (collectively, the Developmn cut Services), in each case as, and to the extent, requested by SGC.
.

Coordination With Iroiect Team. Flatim may be requested to schedule, coordinate and contluct Project progress meetings not less frequently than biweekly unless otherwise agreed by the Parties, a: which meetings the Parties and the Project
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Team (as hereinafter defined) shall jointly discuss such matters of adherence to and variances from the proposed Development Plan, Schedule (as defined below) and l3udget. inciuding such matters as planninc. permittina. design. infrasirticture improvemen:s. potential problems and solutions, and any such matters that will affect design. construction, safety and quality of construction. For the Durposes of this Aereemeni. Project icaiti includes the Seneca Group, as well as its destgnees including but not Ii inited to attorneys, engineers, architects, construct ion management personnel, contractors, tradesmen and other designated participants in the Project. SGC reserves the riuht to select Seneca Construction Management Corporation (or a wholly owned subsidiary thereof) as the construction manager for the Project. Flauni agrees to share i th the Seneca G ro up and the Seneca Group agrees to share with Via urn such in fhrinai ion as may be developed regarding the development of the Project. inc I tiding landuse issues, design questions and construction issues. proided however, that the Seneca Group may, in its sole discretion, elect to withhold proprietary or cunhdentia I information related to the operation or regulation otthe Project, including bui not limited to market studies, operatioas. security, financial mode Is. and similar tionconstructioti related in Ihrmation, in the extent any information is deemed necessary to the fulfillment ol Article I of this Agreement, ho: is otherwise unanticipated. unavailable or non
existing, the Seneca Group and Flaoin agree to collaborate on developing such

i n I 0 rm at i on. Schedule. Via urn may be reques ted to participate ;vi tli SG C ann the 2 Project leam in preparing a Project timeline (the Schedule) of all major iroject in i lestones and critical path i te ins in both the prede veiopment and deve I opnient phases,
such as: engaging various Project Team members, acquisition of the Site, design completion, receipt of governmental permits and approvals, commencement and completion of construct ion, obtaining instil titional financing, and all completion milestones, which Schedti Ic shall be of sufficient detail and sophistical ion for the nature a id scope of the Project. 1 lowever, the Seneca Group shall have the right, to alter or revise the Schedule tIn ring the duration oft he Term when conditions reasonably warrant, hut not iii a manner that will create time frames that na not reasonably be achieved under the circumstances. Flaum shall be responsible for adhering to the Schedule including reporting any actual or anticipated noncompliance with the Schedule. The Schedule shall be updated as appropriate to reflect the then current status and conditions of the development of [he Project.

3.

Community and Governmental Outreach.

As and to the extent directed by the Seneca Group. Flatmm may he (a) requested to direct and coordinate the application lbr such governmental roject by governmental entities other than appro a Is as may be req iii red for the I 3

the Nation, inc I tiding. to the extent applicable and on lands not part of the sovereign territory of the Nation, local municipal, state and federal permits and
approvals: incltiding, as applicable and without limitation, subdivision approval, rezoning or variances as required, street abandonment, traffic planning, special use permits. environmental review, and planning hoard and site plan approvals and coordination, allocation, and installation of onsite and cit &site infras!ructtmre

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Version

and public and private utilities, including but not limited to water, sanitary sewer, storm water, gas, electric, communications, cable, etc. If ally governmental entity other than tIle Nation rejects or materially conditions the site plan or any of the approvals applied for, after good faith attempts to obtain them, and SGC determines in its sole discretion to terminate the Project. SGC may terminate this Agreement without payment or liability to Flaum except as may be otherwise expressly provided For in this Agreement. Flaum may be required to represent Soc s interests and concerns, including organizing and attending any and all meetings as required to resolve outstanding development issues, maintaining liaison with all governmental agencies and tile public regarding the Project. and appearing at toy proceeding of a governmental authority or other public function, to the extent requested by SGC. Flatim may also be required to recommend policies to he Followed on all public matters affecting soc as they relate to the Project and prenare and engage all aspects of the community planning process tbr the Project Site, which may include stakeholders engagement, existing neighborhood conditions, revitalization goals, any necessaryeharrette process. public infrastructure requirements. identification of colateral investment opportunities, a community support services plan, preliminary estimation of development budget and costs, preliminary development phasing schedules, and preliminary financing feasibility plans for tile initial development phases indicating sources and uses of all proposed public and private funding. ii) As and to tile extent directed by the Seneca Group, P:aufll nay be required to arrange for a series of community meetings to be ileld with tile public atm/or governmental representatives, and in connection therewith, will be responsible or: (t) identifying the local participants (with input from tile Seneca Group) and (ii) distributing such materials as determined by the Setlcca Group to be appropriate tl order to obtain useful input from tile participants at :te community tnec::ngs. Flaum agrees to provide representatives reasonably acceptable to tile Seneca Group to attend these community tilect itigs. to nleet with ,ubtic officials to dtscuss the development review process necessary to complete 1 the Project, and to participate in the regular meetings witil tile Seneca Group and its representatives necessary to compiete the Project. Good Faith. Flaum shall cooperate in good faith \vitll the Seneca Group 4. prevent or obs:ruct the Seneca Group in the proper performance of Fiaunls and not obligations under this Agreement. Flaum shall provide cottlp[ete and accurate Informatiotl Delivery. 5. itifortllatioll (to the best of Flaums actual knowledge) with respect to the Site or its obhgatiotls hereunder to the Seneca Group as may be reasonably requested fiotn time to
little.

H.

Dcveloprtiettt of NoitGarninti Area and Ainetii(ics.

SGC may, at its sole discretion, at any time after the effectiveness of tilts
Agreement, identify
nIle or more

opportutlities for Flaum or atlother entity not a party of

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this Agre2ment to construct and/or operate a Non-Gaining Amenity witnin tlte Projec: Site or elsewhere within the Site (each a l)cvcloprnent Opport ii nit). Within the timeI rame contemplated in paragrapa 4 of this Section D. Flaum shall have a right of l5rst ic amsal to undertake such Deveopmen: Oaporiunity (the Right ol First Rcftmsal) SGC shall provide written notice of such Development Opporttmnity to Flaum. which

not ice shall contain all material details as to the need, plan. minimum specifications and other relevant information. Within 90 days afier the receipt of said notice, Flaum may either (i) advise in writing of its interest and capability to accept and undertake the Development Opportunity at its own cost, subject to a separate agreement with SGC (as described in subsections D. 2 and 3 below) as to timing, schedule, branding. design. cross-marketing and other material aspects of the Development Opportunity, (ii) fail or
refuse to timely respond to the notice, or (in) notify SGC in writing of its lack of interest or capability with regards to the Development Opportunity. In the event of (ii) or 1 and (ni), the Right of First Refusal for that Deveiopment Opportunity shall be deemed to have nermanentlv expired. SGC shall have no obhiganon to revive or reissue to Flaum the Ugh: of First Refusal wEmh respect to that particular Development Oppor.unny: rallier. the SOC may, at its sole discretion, proceed with the Development OpportLmniiy as it 50 chooses, including hut not limited to offering the Developtnent Opportunity to any other interested party on such terms as SOC deems acceptable to SOC. without any ftirtlier I ability to Vlaum or rights of Flaum to negotiate with respect to such Developmetit Opportunity. If Flaum exercises its Right of First Refusal with respect to a Developnicitt 2. Opportun:ty pursuant to suhseet ion 0. 1(i) above, then Flaum and SGC ivill promptly negotiate in good Ihith one or more appropriate Amenity Development Agreements with regard to certain waiters concerning specific dctails of leasehold interests, operation, and necessary characteristics of the NonGaming Amenities, and well as termination anti Shotmid the Parties tail to enter into any such Amenity reversionary matters. Deveopmem Agmeeiiieiit(s) within 90 days of the exercise of the Rilit of First Rcimsal herein, or any such additional period as the parties may mutually agree to in writing, thc Right of First Refusal shall be deemed to have permanently expired. SGC shall have no obligation to revive or reissue to Flaum the Right of First ReIusal with respect to that particular Development Opportunity; rather, the SGC may, at its sole discretion, proceed with the Development Opportunity as it so chooses, including but not limited to offering the Development Opportunity to any other interested party on such terms as SOC deems acceptable to SGC. without any Rather liability to Flaum or rights of Flauni to negotiate with respect to such Development Opportunity. As part of any stmeh agreement or agreements between Soc and Flaum as to a Development Opportunity. SGC shall oIler, subject to the approval of SOCs Board and the Nations Council, a leasehold interest in that portion of the Site to be used for the Development Opportunity; the duration of such leasehold interest shall not exceed 49 years and shall not exceed the term of the primary lease between SOC and the Nation under which the sublease is offered. Any subleasehold interest granted to Flaum pursuant to tli is subsection shall not constitute a waiver of the sovereignty of the Nation with respect to its lands. Upon the occurrence of an event of delittil t tnider the Amenity

3.

Lecotion ersion

Development

or the sublease, which de&tult remains uncored and results in

the termination thereof, any such sublease between SGC and Flaum

shall provide fbr

reversion of such leasehold interest to SGC.

The obligation of SGC to provide Flaum with a Right of First Reftisal 4, shall have a term of 49 years. provided that such obligation shall terminate upon the occurrence of any of the following: (I) this Agreement is terminated earber. by ally party hereto for any reason or automatically by the terms of this Agreement, (Ii) the Compact Approval Effective Date does not occur before October I, 2014; (iii) any Compact between the Nation and the State of New York authorizing class Ill gaming expires vitliout renewal or extension, (iv) a material uncured default or term nation of any Amenity Development Agreemeni (or underlying lease) with respect to a Development Opportunity previously undertaken by Flaunt or (v) with respect to Development Opportunity or port ion of the Site, where the Right of First Re hisal has expired tinder subsection D( I )( ii) or D( I )(iii ). or upon the fhilurc to conclude an Amenity Development Agreement within the tune aHotied under subsection D(2).

K.

5CC Project

Coordination.

SGC shall coordinate all efforts of the Project

1 cam, including:

Specifing its requirements for the Project (and changes thereto) relating 1. to irojec scope, cost, and other details such as use, usable square footage. iiinctronality, design, quality, time to completion. location and any other relevant Project details. Providing guidance and responding to information requests from Prnfeet 2. team members and Iioni F Ia tim. 3. Engaging its Project Team members and notifying llaum of such
appointments as necessary. SGC. by engaging its Project Team members, will provide all expertise and capacity it deems necessary or appropriate, such as legal. engineering, architectural, construction and construction management services, and the like, with respect to the developmetlt of the Project, upon such terms as are acceptable to 5CC. SOC shall instruct applicaulc tnembers of the Project Team to coordinate their services with Haunt as SOC deems necessary or appropriate. Designating an authorized representative with respect to SOCs 4. communications with Flaum. SOC may change its authorized representative from tin.e to time on notice to Flaum. The initial such represetitativc shah I be SOCs President and CltO. All requests for consents and approvals required of SOC in connection with the Project by Flatim shall be submitted to such representative.

Compensalion h 5CC. Subject to the conditions and other requirements set F. lorth in this Agreement, inc tiding in subsection P.2.. below, Flaum shall be compensated for the Development Services as follows: Anioun t Unless this Agreement is terminated by any Party as permitted herein, or by its own terms, Iltum shall be eligible to earn a dev&opment fee of 1 hree
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Execution Version

Million and 00/100 Dollars (S3,000.000) (the Development Fee). payable in

accordance with this Section F. The Development Fee is intended to be inclusive of any and all expenses that Flaum may incur in the provision of Development Services, and Flatim shall not be entitled to reimbursement for any such expenses. The Development Pee shall be payable solely from the net revenues generated by the Project. For purposes of this Agreement, the :enn net revenues shall have the same meaning and fomiula for calculation as is ascribed to the defined term of net revenues within the Indian Gaming Regulatoty Act, 25 U.S.C. 2703(F)(9). Conditions. Payment of the Development Fee is expressly subject to the 2. following conditions precedent: (a) the issuance of final (noncontingent) Certificates of Occupancy for the Project or temporary Certificates of Occupancy which allow Project to open and operate; (b) commencement of Class Ill Gaining at the Project Site; (e) the nonexistence of any material uncured breach of this Agreement by Room, including any representations and warranties of Flaum included herein; (d) maintenance in good standing (at all times dun n u this Agreetne nt. Inc htding a: the time of payment) of a I ieensuie :equired to obtain oavment for the Deveopment Services, including any license(s) required by the Seneca Gaming Authority; and (c) the Development Fees ongong compliance and consistency with all applicable laws, including consistency with any applicable Indian gaming laws.

rim inc of Pavni eat. lie Development Fee sha I he paid by SC) C or a 3. wholly owned entity thereot from the first Three Million Dollars in net gaining revenues generated by the Project. by wire transfer upon satisfaction of all conditions set forth in subsection F,2. above.
II. LIAISON SERICES

F: iigtiemen C. 11w Nation hereby engages Plaum, and Flaum hereby agrees to A. provide to the Nation Ihe Liaison Services (as defined and described in subsection fIB., below) fhr the Project under t lii s Article II.

Flaum shall furnish its best skill. services to the extent and in the manner necessary, the providing care, tidginent antI diligence in of the current Nation amendment either ieve an directed by the N at ion, to he I p he Nation aeh for the opera: ion to prnvtde gaining new compact State Gaming Compact or Sia:e approval of a acceptable to the Nation in are that Slate of Class III gaining at the Stte on terms with New York services include btit are may which Approval), its sole and absolute discretion (theCompac( Services): Liaison not linoted to the following (collectively, the
B. Scope of Liaison Services for (lie Prolect.

Liaison Team Coordination. Flaum may he required to schedule and conduct progress meetings not less frequently than biweekly to the extent requested by the Nation, at which meetings representatives of the Nation and Flautn shall jointly discuss such matters of adherence to and variances from the Liaison Schedule (as defined herein), and any and all requirements to facilitate the Compact Approval.

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Liaison Schedule. Flaunt in consultation with the Nation, shall prepare a 2. timeitne (the Liaison Schedule) of all major milestones toward achievement of the Compact Approval, including but not limited to meeting with and engaging with elected officials and applieabe regulatory bodies. The initial Liaison Schedule shall be prepared
and dist:i bu:ed to the Nation not later than thirty (31)) days Ibllowing the Panics execution of this Agreement. The Liaison Scheciule shall be updated as appropriate. no less ticqucnt ly than monthly, to reflect the thencurrent status and conditions. lhe Liaison Schedule shall include a line item breakdown of the time to commence and the i tue to complete each e lenient o 1 the Project. GovernmenttoGovernment Relations. 1laum, at the Nations direction, 3. may be required to represent the Nations interests before municipal, county, state, and any other governmental bodies to further the interests of the lrojcct and, in particttltr, ihe Cnmpact Approval and the geographic zone of exclusivity around the Project. The Parties agree that Flauin has no authority to bind the Nation or the SGC whatsoever. With respect to communications with any Federal. State or local agencies. employees, or officials concerning the Project or the acttvitics of the Nation or the SGC. Flauni agrees that the following protocols shall apply at all times during the Wv::: of this Agreement: ( i written notice of such meeting or communication shall be given tu the Nation President. N at on TreasLirer and Nat on Council Office at least 48 hours in advance, which notice shaH idern:fv tile governmental entities or persons involved and the timing. nature and substance of the meeting or communication, and shall formally request the approval of the Nation President to proceed; (ii) prior written approval of the President for Flautti to ptocecd has been obtained; and (iii) at least one Councillor of the Nation is present to participate in or otherwise observe such meeting or conversation. 11W failure to adhere to this government communications protocol is a material breach of the Agreement. If llaum violates this subsection 13.3, the Nation nay terminate this Agreement. Good Faith. Flaum shall cooperate in good faith with I lie Nation and nut 4. prevent or obstruct the Nation in the proper performance of its obligations under ihis Agreemeni. Flaum shall provide complete and accurate Informat ion Dehiver. 5. in Inrntttion (to the best of Flaums actrial knowledge) with reliect to the Project Site or its obligations hereunder to the Nation as may he reasonably requested from time to time. Co in p e mis at in ii: Ui less this Agreement is terminated by any Party as permitted C. herein or by its own terms, and subject to the conditions and other requirements set forth in this Agreement acid subsection C. I -C.2., belo;v, Flauni shall be eligible to be compensated for the Liaison Services as follows: Cal en hat ion: F Ia tim shall be eligible to earn a S ticcess Fee if a Compact 1. Approval becomes effective prior to October 1, 2014. The Success Fee shall be calculated based upon the date by which the Compact Approval becomes effective, as determi ned by applicable federal law and regnlation (currently, a compact or amendment is deemed effective upon the date of notice publication in the Federal Registei) (the CO in pact A pp rova I C flee live Dale). If the Compact A ppio va I Effective Date shiou Id

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occur prior to October I. 2013. the Success Fee shall be 55 million,

II the Compact

Approval Effective Date should occur on or afier October I. 2013 but prior to Oc:ober I. 2014, the Success Fee shall be 52.5 million. If the Compact Approval EfIetive Date should occur on or after October I, 2014, Flaum shall not be entitled to aiiy Success Fee. In the event the deadline set forth herein falls on a weekend or fbderai holiday, the deadline shall be deemed to have run on the prior business day. The Success Fcc is intended to bc inclusive of any and all expenses that Flaum may incur in the provision of Liaison Services. and lIaum shall not be cntifed to reimburseinctit br any such expenses incurr3d nor to any 0! her compensation for the Liaison Services. Paytnctit of a Success Fee hereunder is expressly subject to Conditions. 2. the fbI lowing conditions precedent: (a) Flattms eligibility to receive a Success Fee tinder subsection C. I (Ii) the Success Fees ongoing compliance and consistency with all applicable laws, including any applicable Indian gaining laws. (c) the nonexistence of any material uneured breach under this Agreement, including any representations and warrant i CS of Fl aum lie I uded herein, and (d) maintcnanec iii good standing (at at I times during this Agreement, including at the time of payment) of all licensure required to obtain payment for the Development Services, including any license(s) required by the
,

Seneca Gaining Ant ho ri I y. limi tie of lavment, I he Success Fee shall be paid by the Nation by wire transfer with in 30 calendar days at icr the Compact Approval I iiThci ic Date upon satisfaction of all conditions set bortli in subsectioa C.2. above. 3.
Ill. NoNcoMPrrllloN NI) Oil IKR AGIZIcLMkNIS.

A.

Nonennipetilion

and Noiieiicuitivctition, In eonsideraton of the rights granted

to F acm hereunder. Flaum agrees to the nonconipcl ition and noncircumvention provisions set fbrtli ot: Exhibtt C hereto. St :tffinu of Proj ect Vork. Flaum shall provide su I fictent adininistrat ive, B. management. supervisory and clerical services, and a sufficient number of capable administrative, management, supervisory and clerical personnel, to carry out the responsibilities of F I aum hereunder in accordance with this Agreement. Iii the event that SG C or the Nat ion is
dissatisfied with the perlonnance of any such personnel, upon written notice from SGC or the Nation to Flaum stating the reasons for such dissatisfaction. Flaum shall remove such personnel and replace stieli member with a person or persons approved in writing by SGC or the Nation. which approval shall not be unreasonably withheld or delayed.
I tisti mince. At all times during Flaum s performance of the Agreement. tittiess C. otherwise wa icd by S G C or the Nation. Fl a inn shall obt ai ii and keep in force in sura nec coverage of the types, and with tile minimum coverage limits as reasonably determined to be necesNan liv Seneca Group.

lorttts & Limits of Insurance Covemage. At all limes duriag the tern oi this Agreement. Flau:n shall maintain in force the following insurance with insurers

I)

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Vi,rsioii

acceptable to the Seneca Group, acting reasonab!y: (a) general liability insurance with coverage in an amount not less than five million dollars (S5.000,000) per event; (b) for all vehicles employed by I laum to carry out the Services, automohiic liability insurance each with a single limit of a: least one million dollars (SI .000.000) 1kw injury to one or morene rsons. resulting from one accident and one miNion dollars (SI .000.000) for property damage resu Iii rita from one aeeidcni. SGC and the Nation, each, shall he an additional insured on all policies of insurance, with thiity (30) day notice of cancellation or amendment. Certificates evidencing such coverage shall be provided prior to the Effective Date and renewal certificates shall be provided no later than thirty (30) days prior to expity of any such policy. Vorkers Coin pensal ion. Flaum acknowledges and agrees that it is the 2. employer of all of its employees who perfonn work on the Seneca Groups premises fir purposes of the New York State Workers Compensation Law or similar legislation in effect from time to ii me. and Contractor agrees that it shall comply with the provisions of such law or laws in relation to all services to be pcrlbrmcd hereunder.
A :1 insurance must be nlaced with insurance companies licensed in ihe 3. State of New York and having a financial strength rating from ,Ul Best of A (Excellent) VII or higher. Faum shall provide the Seneca Group with a certificate of insurance before commencing services ttnder this Agreement. name SGC anc the Nation as Policy and provide a waiver of 3 additional insureds on Flaum s General L iabi lit subrogation in favor of SGC and the Nation with respect to the same. Certificates of coverage wit 11th irty (30) day can cell at io ii or amendment not ice shall be submitted to the Seneca Group upon reasonable request. The Seneca Group reserves the right to require llaum to obtain and maintain additional insitranee coverage(s) and bonding in connection wit Ii 1:1 aum s anticipated accepta nec of a Development Opport tin ty offered by S GC: such additional insurance coverage and bonding requirements shall be set forth and macic a part of ihe corresponding Amenity Development Agreement.
I). Eu ri lie r Ass tim rices: Add jUn nal Anreetmie tiCs. El aum agrees to nego i a e with the Seneca Group with regard to such other agreements as may be necessary to further define or reline the scope and details of the Parties obligations under Sections 1, tI and Ill herein. The Parties fUrther agree to: (i) take such additional actions and to execute and deliver such additional documents as shall be necessary to consummate the transactions coiitenipated herein. and (ii) execute, deliver and record any documents as may be necessary to correct any errors of a iypogriphical nature or inconsistencies which may he contained in this Agreement.

IV.

GKNKRAI, IERMS. A. Temni antI Term iii at ion.

[lie term (Terni) of this Agreement shall commence on the date first set fbrth above and shall continue until terminated in accordance with the terms hereof: pros iderl that the Agreement shall automatically and immediately term i nate if (i) the Compact Approval Effective Date does not occur bcfore October 1. 2014. or (ii) any

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Etei,tiu,i \criup1

Compact between the N anon and the State of New York authorizing class Ill gaming expires without renewal or extension, 2. This Agreement may be terminated:

(a) by Flaum. (i) if SGC or the Nation Ihils to tiincy perfonn or comply with any of its material obligations under this t\greement and such failure continues for more than 30 days after written notice by Haum that such Party has ftiiled in such performance or compliance; or (ii) if SGC or the Nation intentionally commits a fraud, material misrepresentation, o r an action involving gross negligence, or willful misconduct in connection with this Agreement or the duties of SGC or the Nation, as the case may be. hereunder. by SGC: (I) if Flaum fails to secure requisite liceitsure trom the (b) SCIA within twelve (12) months following the Effective Date of this Agreement, or if Flaum is finally determined by the SGA to have had said license suspended or revoked. (ii) if Flaum fails to timely perform the Development Services or otherwise fails to perfomt or comply with any of its ohigations under this Agreement and such fa:lure continues for more than 30 days a1er written notice by SCIC to Flaunt that Flaum has fttiled iii sue h perlbriuaiice or compliance. (iii) any condition or circumstance occurs or exists which prevents or materially impedes SGC from completing and operating the Project as intended, including, but not limited to, (A) the failure of any contingency set forth in SCCs or the Nations contract to purchase the Site, or the failure of the Nation or SGC to successfully close on the acquisition of the Site, (13) the inability of SGC to secure Project financing on terms acceptable to SGC in its sole and absolute discretion, (C) the Ihilure or inability of SGC to enter into a construction management or other construction agreement to construct the Project with a guaranteed maxinunu price on terms acceptable to SGC in its sole and absolute discretion. (D) the fai lute by SGC to obtain necessary regttla:oiy approvals. (E ) the N atiun 5 iuabt lay 10 move the pat cel(s ) it deems necessary and desirablD br the Project into iesiricted tbe. (I) the filing ol litigation, the outcome of winch could mmiatcrialy impact tIme ability of SGC or the Nation to acquire the Site or successfully operate a Class Ill gaming fticility thereon, (iv) the rcprcsetttat ions and warranties of Flatim in subsection lV.Y hereo I arc untrue or incorrect in any material respect: v) if F autn intentionally commits a fraud, material misrepresentation, or an act ion involv:ng gross neglmuence, or will litI misconduct in connection with this Agreement or the dut CS of Flatmni here under: or (vi) upon the hi Ii iig by Haunt for bankruptcy. (c ) by the N ation: ( i) if Flatnn fails to secute requisite hicenstire from the SGA within twelve (12) n,onths Iollowing the hlkctive Date of this Agreement or if Flaum is tinafly determined by the SGA to have had said license suspended or revoked; (ii) if Flaum fails to timely perform the Liaison Services or otherwise fttils to pertorm or comply with atty of its obligations under this Agreement and such failure continues fbr more than 30 days after written notice by the Nation to Flatim that Flatim has Ihi led in such performance or compliance. (iii) any

II

Execution ersiun

condition occurs which prevents or materially impedes SGC from completinu and onerating the Project as intended, including, but not limited to, (A) the fhilure of any contingency set forth in SGCs or Nations contract to purchase the She, or the failure of the Nation or SGC to successfully close on the acquisition of the Site, (B) the inability of SGC to secure Project financing on terms acceptable to SOC and the Nation in their sole discretion. (C) the failure or inability of SOC to enter into a construction management or construction agreement to construct the Project with a guaranteed maximum price on terms acceptable to SGC in its sole discretion. (D) the failure by SOC to obtain necessary regulatory approvals: or (F) the Nations inability to move the parcel(s) it deems necessary and desirable for the Project into restricted fee, (F) the filing of litigation, the outcome of which could materially impact the ability of 5CC or the Nation to acquire the Sue or successfully operate a Class Ill gaming facility thereon. (iv) the representations and warranties of Flartm in subsection IVY. hereof are untrue or incorrect in any material respect: or (v) if Flaum intentionally commi tsafraud, material misrepresentation, or an action involving gross negligence, or willful misconduct In connection with this Agreement or the dttt es of Flaum hereunder; (vi) tipon the fili rn by Flaum for bankruptcy. or (vii) the death or disability of David M Flaum. by any Party if the Project is suspended for more than 90 days or is (d) more than 90 days behind Schedule, as de fined below, due to no fault of the terminal ing Party; or (e) as otlienvise provided in this Agreement,

Atty termination of this Agreement pursuait to subsection A. I or by SOC 3. or the N ation pursuant to subsection A.2 shall be without liability or penalty.
4. In the event of an early termination of this Agreement by any Party due to other Party, such termination shall be without prejudice to any other any a default by right or remedy available to a nondefaulting Party; provided, however, any stilt for damages agai mt a tIe fttul t i ng Party shall be I in) ited to the app Ii caNe nondc fault nig Party s actual cia mages (and shall cxc I tide any consequential, special or punitive damages, inc I titling claims for lost pro fits). Additionally. datna ges payable by any ne tuber of the Seneca G ro up pursuant to such a suit shall be payable so Ic ly lie rn the net cam tar revenues of the class Ill gail) ing opc rat ton at I he Site,

Honks and Records. Flaum shall prepare and maintain, in accordance \vtl) H. generally accepted accounting principles consistently applied, cash receipts atid disbursements. and honks and records, reflecting any fttnds received from the Seneca Group (if applicable) and all disbt:rsement of stichi funds by Flnum in connection with the Project. Flaum shall maintain nrigtnals or enpies (including those in electronic fort))) of all bids, requests for proposals, contracts, permits and any other communications, work product or documentation to. from or by Flauni, ally Project Team member or any third party with respect to Flaunts duties hereunder. SGC and its representatives shall be granted access to examine, audit, and copy such books and records during normal business hours, on reasonable notice, at the office of Flaum. Monthly.

12

Eecutio,,

eisipn

and unon completion or earlier termination of this Agreement. Flaum shall turn over to SGC an original or copy (in hard copy or digital format) of all such books and records.
Developer to Use Commercially Reasonable KIThrts. Flaum shall use its C. commercially reasonable best efforts to have the Project completed on Schedule and on such other terms as are acceptable to Seneca Group. The Patties acknowledge that this Agreement does not guarantee that the Project vill be comnleied on Schedule, or at a1. but Flaum vill use its commercially reasonable best efforts to assist Seneca Group in achieving such desired result. Deliver; of Notices. All notices and other communications provided for herein II. shall be in writing and shall be deemed to be given when deposited in the mails. postage prenaid by certi fled mail or when hand delivered or delivered by courier service to the Party to be notified at its address set forth above or such ether address as the Parties may hereafter designate in \ri Li ng by not icc as pmv ided herein. F. Assignment. Flaum may not assign, sell or transfer its interest under this Aureemeni vithotit the approval and consent of SGC and the Nations Council (which consent may he withheld in the sole and absolute discretion of SGC and/or the Nations Council). This Agreement is assignable by SGC or the Nation. on 30-days advance notice to Flaunt to an entity of which SGC or the Nation are principa[s or owners. The transfar of a Controlling Interest (as tibstantmally all ol its assets, and the sale by Flaum or its owners of a Controlling Interest,

defined below) in the stock or other ownership interests of Flaum. the sale by Flautn of all or directly or indirectly, in all or any portion of a Develonment Opportunity shall be deemed to be an A ssiunment psiU to this subsection. This provision shall survive the termination of this Agrecinent A Controlling Interest, for purposes of this subsection, shall mean an interest in more than liLly (50) percent ofall of the outstanding stock or outstanding voting stock of Flatun (or, if Flaunt is no longer a corporation, an interest in more than fifty (50) percent of all of the outstanding or outstanding voting membership or other ownership interests in Flaum).
F. Llinclinu Effect. This Agreement shall be binding upon the Parties, and their respective heirs. legal representatives, successors, and assigns. Enlire Agreement. ibis Agreement embodies all representations, warranties and C. agreentents of the Parties with respect to the subject matter hereof, and may be atnended or modified only by an agreement in writing signed by all Parties hereto. A in en dine nt s. Cli a ii ges. M odi lieu tin us. lhis Agreement may not be atnended. 11, changed or modi fled unless mtttual ly agreed upon by the Panics in writing. Force Ma jeure. No Party shall be in default or otherwise liable for any delay in I. or failure of its performance under this Agreement, if such delay or failure is caused by reasons war or beyond its reasonable contra., including without limitation, any act of God, any acts of terrorism, the elements, earthquakes. floods, tires, epidemics. inability to secure products or services horn oilier persons. enmities or transporra1on facilities, failures or delay in transportation or other communications. Such delay or failure shall not constitute a breach of this Agreement. Lack of funds shall not constitttte a reason beyond the Partys reasonable control. In the event

13

[:icuIinn

Version

such delay or fbi I nrc in performance is not cured within thirty (30) days by the Party a Elected by such three majeure event, the otner Party may immediately terminate tins Agreement.
Severability. Should any provision of this Agreement, in whole or in part, be J. declared ny an arbitrator or a court of competent jurisdiction to be invalid, then the remainder of this Agreement shall be valid and enforccab]c as far as practicable.

K. CoverninE Law:] uristliction. and \CIILIC. This Agreement. including a!! Exhibits, any future Amenity Dcveopment Agreements. and all matters relating to th:s Aureemen: shall be interpreted and construed in accordance with the laws o the State of New York applicable to contracts, and applicable Federal law. In the event of, a eon tlict of law between the laws of the State of New York and Federal law. Federal law shall control. Any action controversy, disagreement or dispute between Flaum and SGC arising under this Agreement shall and may only be brought and maintained exclusively in either (i) the courts of he Seneca Nation of Indians or (ii) the fdera I United States District Court lb r the Western District of New York, and both Flaum and SOC expressly consent to the jurisdiction thereof.
Sc C s Limited Waiver of Soverciun Im 11111 ii it;. SGC hereby grants to Flatim L, a limited waiver of its sovereign immunity from unconsented suit and consents to the jurisdiction of the courts as indicated in paragraph K herein. (the Limited Waiver and wovicled that such suit seeks payment of a specified sum alleged to bc dtie and Consent), 1 owinu br services performed or specific performance of contract terms mutually agreed to coder this Agreement. SOC does not waive its sovereign immunity with respect to any other t}ieor:es of recovery, iticluding bitt not limited to any claims for recovery ci attorneys fees or costs or expenses. post-judgment interest, or consequential, special or punitive damages. Further, SOCs Limited Waiver and Consent is granted solely in favor of Flaum or a permitted assignee in accordance with paragraph E of this Section IV. and shall not extend to or be used for the benefit of any other ierson or entity and shal be inapplicable to any past or future transaction or course of business between SGC and Flaum other than as contemplated herein. The Limited Waiver and Consent is strictly limited to the enforcement ardor ititerpretati on of the Agreement and to any dispute that may arise between the parties hereto in connect on ivi ti this Agreement. SOC does not have any legal authority to waive the sovereign i nimti ni ty of the S ene c a Nation. Fl auni acknowledges that such a waiver may oily be e flee ted by a duly adopted resolution of the Seneca Nation Council expressly and unequivocally granting sttch a waiver, and nothing contained in this Agreement constitutes or may be construed as a waiver (limited or otherwise) of the sovereign immunity of the Seneca Nation, Moreover. nothing herein may be construed as a waiver (limited or otherwise) of the sovereign immunity of any of leer, director or employee of SOC or the Seneca Nation. Notwithstanding any applicable statute of limitations or other law, and notwithstanding any other terms or conditions in this Section or this Agreement, the limited waiver granted herein shall be enforceable only for two (2) years following the dale of the termination of this Agreement, and only as to claims arising during the effective period of this Agreement, except that the waiver shall remain effective for any proceedings then pending.

Sect ion I leadings. The section headings contained herein are fbi con venience of reference only, and shall not he construed to define or interpret the section to which they relate, M.

14

ENeculion

Version

N. Con fidentialitv. In Flaum s capacity hereunder, Flaum will be provided for use in the performance of the Development Services and Liaison Services, and will otherwise learn of. confidential information concerning the Seneca Group and the Project. or confidential information entrusted to the Seneca Group by other persons. entities or firms. The Seneca Groups confidential information includes matters not generally known outside the Seneca Group. During the Term and continuing thereafter, Flaum agrees not to disclose any confidential infbrmation concerning the Seneca Group or the Project or of such other persons, entities or firms to others or to make use of such confidential information, except on the Seneca Groups behalL whether or not such information is produced by Flaums own efThrts. The terms of this subsection IV .N with respect to confidential information are limited to the extent that such confidential information is (I) required to he disclosed by law or pursuant to a judicial order or decree or (ii) becomes generally known to and available for use by the public other than as a result of the act or omission of llaum or the breach by another party of any confidentiality restriction. Further, Flaum may cam of developments, ways of business, etc., vh eli in themselves are generally known but whose use by the Seneca Group is not generally known, and durinu the Term and continuinu thereafter, Flaum agrees not to disclose such use, whether or not such use is due to Flaums own efforts. All records of the Seneca Group are and shall remain the property of the Seneca Group at all times during the Term and a fter expiration of the Term for any reason. The names, addresses, and other facts in such records are not to be transmitted verbally, in writing or in computerized form by Flaum except in the ordinary course of conducting business for the Seneca Group. Notwithstanding anything herein to the contrary, the Seneca Group shall retain sole and exclusive control over the public relations aspects of the Project. Flaum shall not (i communicate with members of the press concerning the Project, whether such communication is formal or informal (i.e. whether on the record or on background). or reveal in formation related to the Proj ect to third parties with the intent of having them communicate with members of the press. (ii) issue any press releases or public statements concerning the existence of the Project or this Agreement (or the terms thereof), or (iii) use, display or modify SGC trademarks or the Nations Official Seal in any manner absent the other express prior written approval of the Nation or SGC. 0. Aureement Conditions Precedent. The effectiveness of this Agreement is expressly subject to:

the prior approval of the Nations Council (with regard to the Nations perlorniatice of this Agreement), and the Board of Directors of SGC and the Nations Cou mi I (wi di regard to SGC s perforntinee of this A greeinent ): and 2. satisfactory conclusion of due diligence review and investigations conducted by the Parties as to each other and the proposed transactions, and consistency of the Agreement and contemplated transactions with all existing contractual commitments, including SGCs 5225 Million Senior Secured Credit Agreement with l3ank of America, NA., et al.. dated November 18, 2010, as amended, and other applicable Seneca Group linaneing documents.

15

Execution ersioiI

INDEMNITY BY FI.AUM. FLAUM SI IALL INDEMNIFY, DEFENI) (WITH I. COUNSEL ACCEPTABLE TO FIlE SENECA GROUP) AND hOLD TIlE SENECA GROUP hARMLESS FROM AND AGAINST ALL CLALMS, INCLUDING BUT NOT LIMITED TO CLAIMS ON ACCOUN OF PERSONAL LNJURIES OR DF,ATII OR DAMAGES TO PROPERTY. ARISING IN FAVOR OF ANY PERSON. CORPORATION OR OThER ENTITY. IN ANY WAYS INCIDENT TO OR IN CONNECTION WITh OR ARISING OUT

01: (I) FLAUMS. ITS AGENTS, CONTRACTORS OR EMPLOYEES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE IERFORMANCE 01 FLALJMS DUTIES AND OBLIGATIONS IIEREUNDER. (II) FIlE VIOLATION OF ANY APPLICABLE LAW BY FLALM, ITS AGENTS, CONTRACTORS OR EMPLOYEES, IN
CONNECTION WIlE TIlE SERVICES RENDERED BY FLAUM I IEREUNDER. (III) THE IJRLACII 13Y FLAUM OF ANY PROVISION OF FIllS AGREEMENT, OR(IV) ANY LOSS OR DAMAGE COVERED BY INSURANCE REQUIRED hEREUNDER. FLAUM SHALL NOT BE OI3LIGATED TO INDEMNIFY 1IIAT PORTION OF ANY CLAIM ARISING FROM TIlE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TIlE SENECA GROUI. IIS AGENTS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES. El a tims Lack of Au I Ito ritv to Bi itd Seneca C roti p. Fl aiim si iail have no or commit the Nation or the SGC in any negotiations with any third party in hind authority to Project. the Development Services or the Liaison Services, Flaum on the with the connection at one hand, and the N ion and/or S GC on I lie other, shall not be cons I rued as joint venturers, or partners of each other by reason of this Agreement.

Q,

Survival. The covenants, acknowledgments, representations. agreements and R. obligations contained in Sections lilA., IV,K.L, I V.N. IV.P,U, IV.W, and IV.Y.AA of this Agreement shall survive the termination or expiration of this Agreement. The Parties No limitation on the Nations Governmental Functions. S. accnovledge that the Nation is a governmental authority and that no representation, warranty. consent, omission, approval or agreement in tIns Agrecnwnt by the Nation shall be binding unon. constitute a waiver by or cstop the Nation from exercising any of its rights, powers or duties in connection with its Govetitinental iunctions (itieluding regulatoiy. legislative, permitting, zoning, enforcement, licensing or other functions which the Nation may perform in its capacity as a government a I a ti tliori ty) nor will any portion of IN is Agreement be deemed to waive any
immunities or privileges of the N ation

Owners It ip and Use of Doe ti iuent s. All Project do contents. mel tiding, but not T. limited to, drawings, specifications, estimates, schedules and any oiher work product. information and data prodttced as instruments of service shall remain the property of the Seneca Group whether the Project is completed or nor. Flatim shall be required to deliver all such drawings, specifications, estimates, schedules and data to the Seneca Group upon termination of this Agreement for any reason or cause and regardless of whether Flaum then has any claim against the Seneca G mop. Sulioidinal ion. All of the rights of Flaum under this Agreement (including any U. lien or right to lien that Flaum now or at any time hereafter may have) shall be and remain subordinate, subject and inferior to the rights of any mortgagee ttnder. and the liens and security

16

Ecctiiiuii Version

interests created by. any deed of trust, mortgages and security instruments, and all extensions. renewals, modifications, consolidations and/or refinancings thereof, that may nOW or hcreaf:er cover all or any part of the Project Site or Project; provided. however, the forcgoin shall not relieve the Seneca Group from liability hereunder. Nothing herein shall be construed to confer any lien rights in flivor of Fl awn. V. Counterparts. This Agreement may be executed in separate counterparts.

V. No aiver. No failure or delay of a Party in the exercise of any tight given to hereunder or by law shall constitute a waiver thereof, nor shall any single or partial such Party right preclude other for:her exercise thereof or of any other right. fhe such of any exercise breach of aim provision hereof shall not be deemed to be a waiver of of any waiver by a Party any subsequent breach thereof or of any breach of an other provision hereof.
Reports. I launi shafl record the progress of the perfonnanee of the Development X. Services and l_iaison Services and shall, at the reasonable request of the Seneca Group from ii inc to time (no less frequently than monthly), submit written progress reports to the Seneca Group with regard thereto, which progress reports wil I ineltide in Ibrmat ion regarding any materially changed conditions as to the development plan, permitting, desigti, infrastructure requirements. development activities, liaison with the local host eomrntmn ity and agencies having jurisdiction, schedule, budget, quality of work and safety. Flauins progress reports shall also provide reasonably detailed updates on all other significant aspects of the performance of the Development Services and the Liaison Services, including the status of any negotiations or discourse with governmental authorities or civic, community or neighborhood groups. and any other infhnnat on reasonably requested by either tIme Na lion or SGC.

Rep rescn tim lions of 11111(1 lU. V. Seneca Group as follows

H an ni represents. warrants and eo ye na nts to the

Authorization, Flaum is duly organized and legally existing tinder the laws of its stale of organization. Flaum is duly quali fled o do business in the S tate of New York. No Conflicts. Neither the execution and delivery of this Agreement nor 2. the consu:nmat ion of any of the transactions herein or therein ccnte:plated nor compliance with the terms and provisions hereof or thereof \vi II contravene tIme organiational documents of llaum nor any applicable laws to which Flaum is subject or any judgment. decree, license, order or permit applicable to Flaumu, or will conflict or be inconsistent with, or vi II result in any breach of any of the terms of the covenants. condit ions or provisions of. or constitute a default under, or result in the creation or imposition of a Lien upon any of the property or assets of Flaum pursuant to the terms of any indenture. mortgage. deed of trust, agreement or other instrument to which Flaum is a party or by which Flaum is bound, or to which Flaum is subject.
Ihe execution and delivery by Flaumn o. and l:au!n lExectition. 3. are within Ilaums liowers and have been duly Agreement this performance tinder, l action. The poii executing this Agreement organizationa authorized by all requisite

17

Eccution union

on behalf of Flauin has the authority to do so. This Agreement constitutes the legal, valid and binding obligation of Flaum enforceable against Flaum in accordance with its terms. 4. l3roker. Flaum shall not solicit or accept any finders fee. particination fbe, brokerage fee or similar compensation from any individual or entity with respect to the acqttisit ion of the Site or the Project generally. Elaum has not authorized any broker or finder to act on its behalf in connection with the transactions contemplated herein and it has not dealt with any broker or finder purporting to act on behalf of any other party. Flaum agrees to indemnify and hold harmless the Seneca Group from and against any and all claims, losses, damages. costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding a] leged to have been made by such party or on its behalf with any broker or finder in connection with this Agree:nent or the transactions contemplated hereby. Accuracy of Disclosures. As set forth in Exhibit D. Flaumn has fully 5. disclosed to SGC and the Nation in writing, or confirmed in wri imi the nonexistence ol, any and afl past, current, or prospective transactions, and any agreements, whether written or oral, and whether currently in eikct or expired. perlbrmed or tobeperformed with any members of the Seneca Nation, or present or former Seneca Nation government officials, Seneca Gaining Corporation directors, officers or employees, fhnii]y members of any of the foregoing, or any representatives of the foregoing. involving monetary or nonmonetary payments or remuneration of any kind, whether characterized as consulting fres. fees 11w senices rendered, finders fees, brokerage fees, success fees or any other type oI &e, payment. compensation, remuneration or consideration, including any cransactoiis or agreements involving actual or prospective delivery of gifts, goods. services, entertainment or anything else of value. Flatim Due Dili aenee. Flauin has reviewed and analyzed to its own 6. satisfaet on all of the leua! requirements. incltiding the Seneca Nat ion Land Claims Settlement Act o I I 990. the Indian Gaming Regulatory Act and implementing regulations. the Nations gaining ordinance and regtt]atory licensing requirements, and state and local aws impacting or relating to the tie ye lopment of the Site, and has sa i is lied itself that development can proceed as described herein. Represent at iotis of SGC and (lie Nat ion. SGC and the Nation each represents. 7. warrants and covenants to the Flaumn as follows: Authorization. SCG is duly organized and legally existing under the laws of the Nation. Lcccttion. This Agreemen: constittites the legal, valid and tainthinu 2. obligation of SOC and the Nat ion. No Ad (lit 10 minI Coin pe ii sn lion. F lao in hereby acknowledges and agrees that Ai. except for the payment of the Development Fee and/or the Success Fee as described herein.

nothing in this Agreement shall entitle Flaum to receive any payments. lees or reiinbtirsernents as compensation for performance of its services or obligations under this Agreement.

1$

E.\ccuIiun Version

811
number of

[line. Except as otherwise set forth herein, where this Agreement references a

days

with respect to a deadline or event that is to occur, the number

ol days shail be

calculated u:iiiziitg calendar days. Nature of Aureenwnt. This Agreement is not intended as and shall not be nianageinent contract within the meaning ol the Indian Gaming Regulatory Act. a construed as Further, nothing contained herein grants or is Entended to grant or authorize the grant to Flaum of a tit;ed interest, or in any way to impair the Nations soje proprietary interest, in the gaming facility con:emplaied nereunder, CC. DD. Parties hereto and shall not assigns of the [bird Party Beneficiary. This Agreement is exclusively ftr the benefit of the and it may not be enforced by any party other than the Parties to this Agreement give rise to liability to any third party other than the authorized successors and Parties hereto.

Prepa rat ion of Aurednient. This Agreement has been carelitl ly reviewed by FE. counsel and shall not be construed more strongly for or against any party regardless of who is responsible for t s preparation. IS ign ature Page Poll owsi

19

Icci,tioii

Versioii

N \V TN HSS \VI IERLOF. the Parties have executed Ihis ALircement on the dates set out next to their names with the intention that it is effective as of the day and vea !irst written above.

Date:

,2013

SENECA NATION OF INDIANS By Name: Barry E. Snyder. Sr. Its: President

-

Date:

,2013

SENECA GA1ING CORPORATION By: Name: Catherine A. Walker Its: President and CEO

Date:

20I3

ILAUM ItOCIIES1EI{

tic

By: Name: David M F: latu Its:M ember

-

20

Execution Versaco

EXIIIBIT A fLegal Description of the Sitej

21

Execution Version

EXhIBIT B DEVELOPMENT MANAGIR RESIONSIBILITIES, GOALS AND SCOPE OF WORK The role and general duties and responsibilities of the Development Manager are as defined in the various sections of the body of the Agreement. With respect to the day-to day-activities, it is expected that the Development Manager will work closely and cocmera:iveiv with the SOC to jointly plan artl develop the site such that the casino and ancillary development are constructed quickly. efficiently, cost effectively and to the highest standards reflec:ie of both the Soc and Pl:tni nrgaaizaltons. A key, very important goal is for the SO C with the Development Manager as lead, to liaise and work very closely with the host community and other local stakeholders to ensure that the de vel opilient bee oin es an integral and bene tic i a I add t ion to the community at large. To achieve that goal, the initial planninu, permitting and liaison with the host community are critical activities. 5cc h activities and elibrts would include, but not be limited to: Plan and lead the commtinity planning efforts assoc :aied with the Project Take the lead in identi lying and coordinating all the necessary o flsite i iifrastrueitne improvements and pttblic utility connections with the host eommLini ty and public agencies having jurisdiction Serve as the primary point of contact with private utility companies to expedite connection to the private utilities necessary to stipport the operation of the planned deveiopment Maintain commtinieation with the host community and other agencies having an impact on the execution of the Project from the initial planning and negotiation stages all the way through completion and sticeessfttl commencement of Class Ill Gaming 13 eyond commencement of C lass Ill Gaming, cent i itt e to ma i nta in good cc inmuni eat ions with the host community and agencies for all future phases of both gaining and non gaini i ig development at he site.

For t lie onsite development itsel I. it is the expectation that the Development Manager will work closeiy with and assist the Seneca Group / Project Tea:n iii the initial nrugramni: ng ane olanninu of the iroject to optimize the onsite development plait for the subeet site. S:eli vor would ineltide, but no: be limited to: ng and nongaining l mizi ng the programni ing, layout and coordination of the ga ni components of the development on the Project Site Assist in the development of the Site plan, including building locations, utility pathways and casements to ace omm odat e both the i nit ia I d evel opine nt and longer term potential expansion needs o both gaming and nongaming amcnities. Identify all permitting needs associated with the Project and proxide the necessamy coordination with the various agencies, utility companies and entities involved.

Execution V ersioll

Work closely with the Seneca Group / Projec: Team to ensure that the interconnection and operat tonal efficiency of both gaming and nongaming amenities are careful I planned to the mutual capital and operational benefit of both parties to the Agreement. Participate closely in the development of the Master Schedule and Control Budget for the development as a whole Assist the Seneca Group / Project Team in actively and con:inualhv mon:toring prouress. schedule, budget. quality of work and safety to ensure the project is exectited to the highest professional standards Assist the Seneca Group / Project Team in identifying necessary scope adjustments and actions necessary to maintain the schedule, budget, quality and safety standards established at the beginning of the Project. Maintain primary responsibility for communication with the community at large regarding all aspects of the oroject from planning and design through cons:ruction and successful opening ol Class Ill earning at the site.

23

lLxvculiun \ersiuii

[:xIIIBIT C
NONCOMIETITION ANI) NONCII{CUMVENTION iTO BE COMPLETEDI

GEOGRAPI IIC SCOPE: Nations zone of exclusivity and all areas within 100 miles of the
exterior boundaries of the zone of exclusivity. DURATION: Term of the Master Development Agreement plus two year tail RESTRICTED ACIIVITIES to include directly or indirectly engaging in any form of casino or gamingrelated business or development transactions. property acquisbions. management arrangements or similar transactions, or related lobbying or similar Political activities, Iii furtherance of casino-style gaming within the zone of restriction

EXhIBIT I) I)ISCLOSURKS UNL)ER SECTION IVX.5 CONCERNING RELATIONS wmi PASI AND PRESENT NATION AND 5CC OFFICIALS AM) EMILOVEES, ETC.

With respect to the existence or nonexistence of. any and all past. current, or prospective transac:ions.aiid any agreements, whether written or oral, and whether currently in eftect or expirec. performed or tobepcribrmed with any members of the Seneca Nation, or present or former Seneca Nation government officials. Seneca Gaining Corporation directors. offleers or employees, family members of any of the foregoing. or any repreNenlatives of the foregoing. involving monetary or nonmonelary payments or remuneration of any kind, whether characterized as consulting fees, fees for services rendered. tinders fees, brokerage lees, success fees or any other type of fee, pament, compensation. remuneration or consideration, including atly transactions or agreements involving actual or prospective delivery of gifts. goods, services, entertainment or anything else of value. Flauin hereby discloses fully and eonipletey the io.owing: Circa 2(104 Eta tan M anag ci tie it Letter of In tent wi di the N al ion a ppro \ed by die Co u ic I concerning Catskills uaming (has since expired).

24

APPENDIX B

1 JOHNS, LLC BOLTONST

December 17, 2013 Mr. David Flaum Flaum Rochester L.L.C 400 Andrews St., Suite 500 Rochester, NY 14604 Dear Mr. Flaum:
Bolton-St. Johns, LLC agrees to provide Flaum Rochester L.L.C. with legislative and regulatory representation in New York State, specifically from January 1, 2014 through December 31, 2014. The parties agree that there will be no compensation paid to Bolton-St. Johns LLC for such activities. This agreement is cancelable upon notice by either party.

If the above meets with your approval, please so indicate by signing and dating this letter in the space provided below and returning it to our Albany office. We file a copy of this signed letter with the New York State Joint Commission on Public Ethics.

Agreed to and Accepted By: Flaum Rochester L.L.C

-

Date David F Sole Member Flaum Rochester LL.C

/7/

2 o13

Bolton-St. Johns, LLC

Giori DeRosa, Partner

New York City: (212) 431-4743

1 10 Albany: (518) 462-4620

WWiom

14o SPote Srreet

Suite 1410 New York NY 10038 Fa: (212) 2267554 Abon,, NY 12207 Pox (5 8)426-1631 wvrvoltonstjohns, corn

Street

APPENDIX C

Page 1

Copyright 2013 The Hearst Corporation All Rights Reserved The Times-Union (Albany, NY) August 27, 2013 Tuesday Final Edition EDITION SECTION: MAIN; Pg. A3 LENGTH: 649 words HEADLINE: MILLIONS SWEETEN THE CASINO POT BYLINE: JAMES M. ODATO BODY: Albany The Seneca Indian Nation intends to pay a Rochester developer $8 million to deliver a casino to Monroe County, including a potentially improper success fee of up to $5 million. The tribe agreed to give David Flaum a $3 million "development fee" if the casino opens. In addition, he would get a "success fee" worth millions more if the Seneca secure a state compact for the new casino by Oct. 1, 2014, according to the a "master development agreement" obtained by the Times Union. Flaum Rochester LLC's success fee is good for $5 million if the tribe gets a state gaming compact by Oct. 1, 2013. The fee would be $2.5 million if the compact occurs between Oct. 1, 2013, and Oct. 1, 2014, the agreement language states. Flaum did not deny the terms of the deal when contacted by a reporter on Monday. Instead, he repeatedly asked how the Times Union received the document. Last week, the tribe surprised many in Albany by announcing that the Seneca Gaming Corp. had entered a contract with a subsidiary of Flaum Management Co., of Rochester, to organize and coordinate gaming and hospitality development in the town of Henrietta, Monroe County. The tribe's intention is to grow its gambling market beyond the three casinos the Seneca already run in Niagara Falls, Buffalo and Salamanca. Flaum, a registered lobbying client, would be in trouble with the Joint Commission on Public Ethics if he lobbied on behalf of the Monroe County project while standing to receive a success fee: Lobbyists are prohibited from entering into such contingency deals. In 204, a lobbying firm comprised of Dennis Vacco and James Crane faced $325,000 in fines from a predecessor to JCOPE after the Times Union disclosed that the firm had entered into a success fee contract. That Crane-Vacco deal involved a $5 million fee on a Catskills casino proposed by the Seneca-Cayuga Tribe of Oklahoma. The firm agreed to settle the case for $50,000 in 2005, but ultimately paid a $20,000 settlement in 2008. The matter led to a probe by the Albany County District attorney that did not result in charges. "I can't say a word about it," Flaum said about his deal. "I don't know who's trying to create issues." "I'm not a lobbyist, I'm a developer," he said. "The Senecas negotiated this deal and they have their own lobbyist." Flaum would have to register as a lobbyist if he begins appearing before government officials on behalf of the tribe, particularly for a gaming compact, and contract terms suggest the tribe might direct him to do so.

Page 2 MILLIONS SWEETEN THE CASINO POT The Times-Union (Albany, NY) August 27, 2013 Tuesday

The document obtained by the Times Union says Flaum's duties include "government to government relations." That provision says he may be required to represent the tribe before municipal, county, state and other governmental bodies, particularly on the gaming compact the tribe needs from the state. A tribal spokeswoman did not return a call or email. A spokesman for JCOPE had no comment. The development agreement said the tribe wanted a firm capable of developing a Seneca-branded casino in Monroe County comprising roughly 65,000 square feet of public space, 35,000 square feet of backroom space plus convenience food and beverage offerings, including a Western Door Steakhouse. It says the parties contemplate a $100 million investment by the Seneca Gaming Corp. and $50 million by Flaum for gaming and non-gaming amenities. It says the Seneca tribal government under President Barry E. Snyder Sr. would try to acquire the project site and secure the necessary federal approvals. Flaum has at least two lobbyists working for him in Albany: Justin McCarthy works for Flaum Management Co. at $1,500 a month; on behalf of his Shawanga Lodge LLC, Flaum employs lobbyist Georgio DeRosa of Bolton St. John at $6,000 a month. The Seneca tribe's lobbyists are the firm of Hinman Straub at $15,000 monthly and Anthony Masiello at $10,000 monthly. jodato@timesunion.com - 518-454-5083 - @JamesMOdato LOAD-DATE: August 29, 2013

APPENDIX D

Page 1

Copyright 2013 Rochester Democrat and Chronicle All Rights Reserved Rochester Democrat and Chronicle (New York) August 20, 2013 Tuesday SECTION: LOCAL NEWS LENGTH: 1596 words HEADLINE: Senecas moving forward with potential Rochester-area casino BYLINE: By, Joseph Spector BODY: The Seneca Nation of Indians said Tuesday they want to roll the dice on a Rochester-area casino, and they hired a prominent local developer to find a location in a suburb. The Senecas have long eyed a casino in the Rochester area, and a recent deal with Gov. Andrew Cuomo solidified their exclusive gaming rights in western New York - which includes the Rochester area. The Senecas, who already run three casinos in the Buffalo/Niagara Falls area, said they have retained developer David Flaum to organize and coordinate gaming and hospitality development in Henrietta. "The Seneca Nation is interested in looking for opportunities to grow and complement our gaming operations," Seneca Nation President Barry Snyder said in a statement. "David Flaum and his team have a proven track record and we see this as a good fit." Flaum has quietly worked for years with the Senecas on landing a casino deal. He purchased land in the Catskills that he once hoped the Senecas would partner with him to develop into a casino, and he's often talked about trying to get a casino in the Rochester area. The Senecas did not indicate the specific location of the development. But a Flaum company, 1225 Jefferson LP, has owned a Henrietta commercial plaza on Jefferson Road just east of Interstate 390 since 1999. Occupants of the plaza, now known as Frontier Commons, include Bryant & Stratton College and Bill Gray's restaurant. Flaum manages but does not own Staples Plaza, on the north side of Jefferson across from Frontier Commons. Another Flaum company, 700 Jeff Corp., did own considerable commercial property on Jefferson west of Clay Road, but sold the last of its holdings there in 2004, according to property records. "We are inspired by the commitment and vision the Seneca Nation and its leadership has demonstrated to create business partnerships both on territory and with stakeholders throughout the western New York community to grow our region's economy and create jobs," Flaum said in a statement. Reached by telephone, Flaum declined to offer more details about the possible casino development, saying only that he's "profoundly grateful" to gain the support of the Senecas. The Seneca Gaming Commission entered into a contract with Flaum earlier this year to explore casino development in the Rochester area. The Senecas have exclusive gaming rights west of Route 14, which stretches north from Wayne County and south into the Southern Tier. Long odds?

Page 2 Senecas moving forward with potential Rochester-area casino Rochester Democrat and Chronicle (New York) August 20, 2013 Tuesday A Henrietta casino would face a number of hurdles. It would have to garner approval from the federal Bureau of Indian Affairs and require an agreement among Cuomo, the tribe and the state Legislature to amend the Senecas' gaming compact - which now allows them to operate the three existing casinos. Assemblyman Harry Bronson, D-Rochester, who represents Henrietta, said he hasn't had conversations with the parties about a casino in town. He said there would need to be outreach to the public to see if residents in the town and in the county would support a casino. "This is breaking news, and we need to hear from the people who live in the town of Henrietta, primarily, and see what their thoughts are about having gaming and hospitality development in that area," Bronson said. Monroe County Executive Maggie Brooks declined comment through a spokesman. The spokesman, Justin Feasel, said Brooks had not had conversations with the developers about the proposal. Henrietta Town Councilman Bill Mulligan said he only learned of the Senecas' plans from the tribe's announcement. Mulligan said he had spoken by phone with Town Supervisor Michael Yudelson, who was out of town Tuesday afternoon, and that he also first heard the news after the Senecas' statement. Mulligan had a number of questions about the idea of opening a casino in Henrietta, including what role the town would play. If the plan moves forward, Mulligan said he expects a long process. "I think it gets down to location," he said. "I think if it was put near a residential area, it would create a lot of opposition. If it was in an area that was pretty much isolated, it might be well received. There are so many variables." Henrietta is a logical choice, Mulligan said, with close proximity to the Thruway and Interstate 390 as well as extensive sewer and water infrastructure. "We have been very pro-business. We've tried to do it in a well planned-out, well thought-out manner," he said. "It's definitely an attractive place for business to locate." Other communities Other Monroe County communities had been suggested as potential casino sites in the past. Rochester Mayor Thomas Richards said in an emailed statement that he believes "there will ultimately be a casino in our community. "However, today's announcement is only a first step in the long process to site a casino." Richards said he does not favor a casino in Rochester's central business district, but said, "I am open to discussing locating a casino in the city of Rochester following a rigorous vetting that includes community discussion and input." He said he hasn't had any recent discussions with the Senecas about a casino in the city. Gates Town Supervisor Mark Assini spoke with Seneca Nation leaders for years about the possibility of opening a casino at the Rochester Tech Park off Route 531 in his town. Yet as of Tuesday's announcement, Assini said he had not spoken with the Senecas in months. That's partly because of the hurdles Cuomo's agreement with the Senecas created, Assini said. Still, if the Senecas manage to overcome the obstacles, a casino could create jobs and bring new revenue to the region, Assini said. "As the town supervisor, I certainly would prefer that the town I serve would be the direct beneficiary of a casino, but again for the region, I think it would be a plus," he said. Economic boost Kent Gardner, chief economist and chief research officer for the Center for Governmental Research in Rochester, said that the state and local government would likely benefit from a deal with the Seneca Nation of Indians. Depending on the deal, there would be an upfront payment, and then governments would get a percentage of the revenue. A 2004 CGR study said the City of Rochester could get $11 million a year with a new casino. But now that casinos have become more popular in New York and across the country, he doesn't dare guess at the economic impact. It would give the Rochester economy a shot in the arm by creating employment, Gardner said, because casinos are labor-intensive businesses.

Page 3 Senecas moving forward with potential Rochester-area casino Rochester Democrat and Chronicle (New York) August 20, 2013 Tuesday "A lot of people who don't have graduate degrees in engineering are looking for employment," Gardner said. "Entry-level jobs are very important to the economy." Gardner said Henrietta is likely being eyed as a site for access to the Thruway, to bring people in from the east. While the casino might attract people from Syracuse, "it's hard to believe the people who are now going to Vegas, Connecticut or Atlantic City" would come to Rochester instead, Gardner said. But there is also the societal cost of gambling, which is expensive to treat, Gardner said - and may come more pronounced with easier access to gaming. At least one area competitor was irked by the news. Michael Kane, president and CEO of Batavia Downs racino, did not welcome the idea of a new casino opening about 30 miles down the Thruway from his facility, which is undergoing an expansion and renovations. "Obviously, we wouldn't appreciate it," Kane said. The agreement Cuomo and the Senecas reached in June, recognizing the tribe's exclusive rights to gaming in western New York, seemed to show the state thinks there already are enough gambling facilities in this region, Kane said. "The number right now is pretty much what it should be," he said. Despite the Senecas' announcement, any new gaming in the region still is a long way off, Kane said. "Anything related to putting another casino, or a casino in Henrietta, is years away from fruition," he said. Touchy times In June, Cuomo and the Senecas settled their gaming dispute, with the Senecas agreeing to give the state about $350 million in back payments. In exchange, the state reiterated that the Senecas have exclusive gaming rights in the region - opening the door for the tribe to move its operations into the Rochester area. But the proposal comes at a sensitive time for the state. Gov. Andrew Cuomo is seeking voter approval in November to allow for up to four privately owned casinos to be built in three areas: the Southern Tier, Catskills and Capital region. Whether Cuomo and the Legislature would back a casino in Rochester could be dependent on whether the casino referendum is successful. If voters approve the casino referendum, Cuomo may want to build those facilities before backing another gambling hall owned by the Senecas. Cuomo's office declined comment Tuesday. A decade ago, mall magnate Thomas Wilmot pitched a plan with an out-of-state tribe to build a casino in downtown Rochester. But the deal fell apart because of political backlash and questions about whether an out-of-state tribe would have land rights in the center of the third largest city in the state. Assembly Majority Leader Joseph Morelle, D-Irondequoit, said he has had conversations with the Senecas in recent months about a possible casino in the Rochester area. He said he would prefer the city of Rochester to have the first chance to have a casino. "What I've expressed to them and others is that the city of Rochester should have the first opportunity to look at that," Morelle said. Includes reporting by staff writers David Riley, Steve Orr, Brian Sharp and Jessica Alaimo. LOAD-DATE: August 23, 2013

APPENDIX E

Seneca Nation to work with Flaum on gaming, hospitality development

By ANDREA DECKERT - 8/20/2013 4:43:21 PM The Seneca Nation of Indians announced Tuesday a deal with a local development company to determine if a gaming and hospitality venue would work in Henrietta. It has retained Flaum Rochester LLC, a subsidiary of Flaum Management Co., to organize and coordinate gaming and hospitality development in the town, the Seneca Nation said. The Seneca Nation is interested in looking for opportunities to grow and complement our gaming operations, said Seneca Nation president Barry Snyder, in a statement. David Flaum and his team have a proven track record and we see this as a good fit. Seneca Nation spokesperson Susan Asquith said it is too early in the process to say what type of facility the Seneca Nation may develop or where it could be located in Henrietta. Those are topics the Seneca Nation will address with Flaum and determine the best route going forward, she said. David Flaum, Flaum Management CEO, said he is impressed with the Seneca Nations ability to create partnerships that grow a regions economy and create jobs. Flaum has worked with the Seneca Nation in the past in an effort to build a casino in the Rochester area and in the Catskills. Im profoundly grateful to the Seneca Nation and am looking forward to assisting them in their plans for economic development and job creation, Flaum told the Rochester Business Journal. Several years ago, mall developer Thomas Wilmot expressed interest in building a casino in downtown Rochester. The Seneca Nation operates casinos in Buffalo, Niagara Falls, and Salamanca, with exclusivity rights that include Rochester and Ontario County. (c) 2013 Rochester Business Journal. To obtain permission to reprint this article, call 585546-8303 or e-mail service@rbj.net.