APPENDIX A

Execution Verciun

MASTER DEVELOPMENT AGREEMENT

This Master Development Agreement (“Agreement”) is made and entered into as of the9th day of February. 2013, by and between the SENECA NATION OF INDIANS. a sovereignIndian nation (“Nation”) with offices at 90 Ohi:yo’ Way, Salamanca, Allegany Territory (viaNew York) 14479: SENECA GAMING CORPORATION, a governmental instrumentality ofthe 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”): andFLAUM ROCHESTER LLC, a New York limited liability corporation with a mailing address of400 Andrews Street, Suite 1500, Rochester, New York 14604 (“Flaum”). SGC, the Nation, andFlaum 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 potentiaidevelopment of a Seneca-branded casino facility in Monroe County, NY, containingapproximately 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 aWestern Door Steakhouse on-site (collectively, the “Project”).

The Nation or SGC, as the case may be, anticipates obtaining the necessary rights in theparcel(s) of land described on the attached Exhibit A, which, upon full vesting of title in theNation in restricted fee status pursuant to the Seneca Nation Land Claims Settlement Act of1990. and obtaining all nocessaiy Federal approvals consistent with the requirements of theIndian Gaming Regulatory Act of 1988,25 U.S.C. § 2701 etseq. (“IGRA”), shall be used for theProject (the “Site”) and associated non—gaining amenities.

SOC intends to utilize its proprietary development model with respect to the Project, andmay 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 theNation in developing the Site.

SOC desires to retain Flaurn to provide development services to organize and coordinatethe developmcnt of the Site on behalf of SGC by rendering btisiness advice and managementexpertise to effectuate an economically feasible, code-compliant Project to accomplish SOC’spurposes. Flauni desires to provide such services to SOC.

As contemplated in Section ID. below, the parties anticipate additional DevelopmentOpportunitics for the construction and operation of complementary, non-competitive, iongaming amenities adjacent to the Seneca—branded casino (“Amenity Develop mciii”): the termsand conditions for each such Amenity Development will be set forth in a separately negotiatedAmenity Development Agreement which will be made a part of this Master DevelopmentAgreement tin less otherwise mutnally agreed to in writing.

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1 he parties lurther contemplate planned investments of approxiinaleiy SI 00 million bySGC and/or the Nation and 550 million by Flaunt for gaming and non—gaminu 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 suchsupport and approval.

The Nation desires to retain Flaum to assist in connection with obtaining the necessarysupport and Compact approvals from the Stale of New York for (he Project. Flaum desires toprovide 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 withthe Project.

l’he Parties. therefore, agree as follows:

COVENANt’S

I. I)KVKIA)l’MENT \IANAC,LR SERVICES AM) RELATED M,VrI’ERS

A. lZntaatement. SGC hereby engages Flaum, and Flauin hereby aurees to serve, asDevelopment Manager to provide Development Services (as defined and tirther detailed instibsect ion I .C. below) for the Proj cct under this Article I of the Agreement.

B. 5CC Ri2hts Reartjinu Project Site and Non—Gamin2 Amcniics. The SenecaGroup shall lake the necessary and commercially reasonable steps for the Nation to acquire theSite in restricted Fee status, to lease the Site to the SGC for a term of 40 years, and to secure thenecessary federal approvals reqtnied iii oidcr to undertake the Project. The SGC shall, in its soeand absolute discretion, designate that portion of the Site needed for the Project (‘‘l’rojcct Site”)and may designate areas on the Ste from time—to—time 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 (“Non—Canming Anmenhlics”).SGC shall secure its own financing for development of thc Project

C. Scope of D evelo mu en t S en’ ices for (tic I’ roj ect . Fl a umn sIt all furn isli its bestski [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 DevelopmentServices shal I be as described in ilie ‘‘Development Manager Responsthilit ies, Goals and Scopeof 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 I’roiect Team. Flatim may be requested to schedule,coordinate and contluct Project progress meetings not less frequently than bi—week’lyunless 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 andvariances 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 notIi inited to attorneys, engineers, architects, construct ion management personnel,contractors, tradesmen and other designated participants in the Project. SGC reserves theriuht to select Seneca Construction Management Corporation (or a wholly ownedsubsidiary 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 suchin fhrinai ion as may be developed regarding the development of the Project. inc I tidingland—use issues, design questions and construction issues. pro’ided however, that theSeneca Group may, in its sole discretion, elect to withhold proprietary or cunhdentia Iinformation related to the operation or regulation ot’the Project, including bui not limitedto market studies, operatioas. security, financial mode Is. and similar tion—constructiotirelated 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.

2 Schedule. Via urn may be reques ted to participate ;vi tli SG C ann the

Project ‘l’eam in preparing a Project timeline (the “Schedule”) of all major i’rojectin i lestones and critical path i te ins in both the pre—de 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 achievedunder the circumstances. Flaum shall be responsible for adhering to the Scheduleincluding 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.

(a) As and to the extent directed by the Seneca Group. Flatmm may he

requested to direct and coordinate the application lbr such governmental

appro ‘a Is as may be req iii red for the I3roject by governmental entities other than

the Nation, inc I tiding. to the extent applicable and on lands not part of thesovereign territory of the Nation, local municipal, state and federal permits andapprovals: incltiding, as applicable and without limitation, subdivision approval,

re—zoning 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 on—site and cit &site infras!ructtmre

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and public and private utilities, including but not limited to water, sanitary sewer,storm water, gas, electric, communications, cable, etc. If ally governmental entityother than tIle Nation rejects or materially conditions the site plan or any of theapprovals applied for, after good faith attempts to obtain them, and SGCdetermines in its sole discretion to terminate the Project. SGC may terminate thisAgreement without payment or liability to Flaum except as may be otherwiseexpressly provided For in this Agreement. Flaum may be required to representSoc s interests and concerns, including organizing and attending any and allmeetings as required to resolve outstanding development issues, maintainingliaison with all governmental agencies and tile public regarding the Project. andappearing at toy proceeding of a governmental authority or other public function,to the extent requested by SGC. Flatim may also be required to recommendpolicies to he Followed on all public matters affecting soc as they relate to theProject and prenare and engage all aspects of the community planning process tbrthe Project Site, which may include stakeholders engagement, existingneighborhood conditions, revitalization goals, any necessary’eharrette” process.public infrastructure requirements. identification of colateral investmentopportunities, a community support services plan, preliminary estimation ofdevelopment budget and costs, preliminary development phasing schedules, andpreliminary financing feasibility plans for tile initial development phasesindicating sources and uses of all proposed public and private funding.

ii) As and to tile extent directed by the Seneca Group, P:aufll nay berequired to arrange for a series of community meetings to be ileld with tile publicatm/or governmental representatives, and in connection therewith, will beresponsible or: (t) identifying the local participants (with input from tile SenecaGroup) and (ii) distributing such materials as determined by the Setlcca Group tobe appropriate tl order to obtain useful input from tile participants at :tecommunity tnec::ngs. Flaum agrees to provide representatives reasonablyacceptable to tile Seneca Group to attend these community tilect itigs. to nleet with

1,ubtic officials to dtscuss the development review process necessary to complete

the Project, and to participate in the regular meetings witil tile Seneca Group and

its representatives necessary to compiete the Project.

4. Good Faith. Flaum shall cooperate in good faith \vitll the Seneca Groupand not prevent or obs:ruct the Seneca Group in the proper performance of Fiaunlsobligations under this Agreement.

5. Informatiotl Delivery. Flaum shall provide cottlp[ete and accurate

itifortllatioll (to the best of Flaum’s actual knowledge) with respect to the Site or its

obhgatiotls hereunder to the Seneca Group as may be reasonably requested fiotn time tolittle.

H. Dcveloprtiettt of Noit—Garninti 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 w’itnin tlte Projec:Site or elsewhere within the Site (each a l)cvcloprnent Opport ii nit’). Within thetime—I rame contemplated in paragrapa 4 of this Section D. Flaum shall have a right ofl5rst 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 andother relevant information. Within 90 days afier the receipt of said notice, Flaum mayeither (i) advise in writing of its interest and capability to accept and undertake theDevelopment Opportunity at its own cost, subject to a separate agreement with SGC (asdescribed 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 orrefuse to timely respond to the notice, or (in) notify SGC in writing of its lack of interest

and1or capability with regards to the Development Opportunity. In the event of (ii) or

(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 theUgh: 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.

2. If Flaum exercises its Right of First Refusal with respect to a Developnicitt

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 Non—Gaming Amenities, and well as termination anti

reversionary matters. Shotmid the Parties tail to enter into any such Amenity

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 ReI’usal 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.

3. 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 SOC’s Board

and the Nation’s 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

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Development or the sublease, which de&tult remains uncored and results inthe termination thereof, any such sublease between SGC and Flaum shall provide fbrreversion of such leasehold interest to SGC.

4, The obligation of SGC to provide Flaum with a Right of First Reftisalshall 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 partyhereto 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 Compactbetween the Nation and the State of New York authorizing class Ill gaming expiresvitliout 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 DevelopmentOpportunity or port ion of the Site, where the Right of First Re hisal has expired tindersubsection D( I )( ii) or D( I )(iii ). or upon the fhilurc to conclude an Amenity DevelopmentAgreement within the tune aHotied under subsection D(2).

K. 5CC Project Coordination. SGC shall coordinate all efforts of the Project

1 cam, including:

1. Specif’ing its requirements for the Project (and changes thereto) relatingto i’rojec scope, cost, and other details such as use, usable square footage. iiinctronality,design, quality, time to completion. location and any other relevant Project details.

2. Providing guidance and responding to information requests from Prnfeet‘team members and Ii’oni F Ia tim.

3. Engaging its Project Team members and notifying l”laum of suchappointments 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, withrespect 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.

4. Designating an authorized representative with respect to SOC’s

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 SOC’s 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.

F. Compensalion h’ 5CC. Subject to the conditions and other requirements setlorth in this Agreement, inc tiding in subsection P.2.. below, Flaum shall be compensated for theDevelopment Services as follows:

Anioun t . Unless this Agreement is terminated by any Party as permittedherein, or by’ its own terms, I’ltum shall be eligible to earn a dev&opment fee of 1 hree

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Million and 00/100 Dollars (S3,000.000) (the “Development Fee”). payable inaccordance with this Section F. The Development Fee is intended to be inclusive of anyand all expenses that Flaum may incur in the provision of Development Services, andFlatim shall not be entitled to reimbursement for any such expenses. The DevelopmentPee shall be payable solely from the net revenues generated by the Project. For purposesof this Agreement, the :enn “net revenues” shall have the same meaning and fomiula forcalculation as is ascribed to the defined term of “net revenues’’ within the Indian GamingRegulatoty Act, 25 U.S.C. 2703(F)(9).

2. Conditions. Payment of the Development Fee is expressly subject to the

following conditions precedent: (a) the issuance of final (non—contingent) Certificates ofOccupancy for the Project or temporary Certificates of Occupancy which allow Project toopen 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 goodstanding (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 anylicense(s) required by the Seneca Gaming Authority; and (c) the Development Fee’s

ongong compliance and consistency with all applicable laws, including consistency with

any applicable Indian gaming laws.

3. rim inc of Pavni eat. ‘lie Development Fee sha I he paid by SC) C or a

wholly owned entity thereot from the first Three Million Dollars in net gaining revenuesgenerated by the Project. by wire transfer upon satisfaction of all conditions set forth in

subsection F,2. above.

II. LIAISON SER’ICES

A. F: iigtiemen C. ‘11w Nation hereby engages Plaum, and Flaum hereby agrees to

provide to the Nation Ihe Liaison Services (as defined and described in subsection fIB., below)

fhr the Project under t lii s Article II.

B. Scope of Liaison Services for (lie Prolect. Flaum shall furnish its best skill.

care, tidginent antI diligence in providing the services necessary, to the extent and in the mannerdirected by the N at ion, to he I p he Nation aeh ieve either an amendment of the current Nation—State Gaming Compact or Sia:e approval of a new gaining compact to prnvtde for the opera: ionof Class III gaining at the Stte on terms with New York Slate that are acceptable to the Nation inits sole and absolute discretion (the”Compac( Approval’’), which services may include btit arenot linoted to the following (collectively, the “Liaison Services’’):

Liaison Team Coordination. Flaum may he required to schedule andconduct progress meetings not less frequently than bi—weekly to the extent requested bythe Nation, at which meetings representatives of the Nation and Flautn shall jointlydiscuss such matters of adherence to and variances from the Liaison Schedule (as definedherein), and any and all requirements to facilitate the Compact Approval.

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2. Liaison Schedule. Flaunt in consultation with the Nation, shall prepare atimeitne (the Liaison Schedule’’) of all major milestones toward achievement of theCompact Approval, including but not limited to meeting with and engaging with electedofficials and applieabe regulatory bodies. The initial Liaison Schedule shall be preparedand 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. noless ti’cqucnt ly than monthly, to reflect the then—current status and conditions. l’heLiaison 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.

3. Government—to—Government Relations. 1’laum, at the Nation’s direction,may be required to represent the Nation’s interests before municipal, county, state, andany other governmental bodies to further the interests of the l’rojcct and, in particttltr, iheCnmpact 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 agreesthat the following protocols shall apply at all times during the Wv::: of this Agreement: ( iwritten 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 noticeshaH 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 tothis government communications protocol is a material breach of the Agreement. If

l”laum violates this subsection 13.3, the Nation nay terminate this Agreement.

4. Good Faith. Flaum shall cooperate in good faith with I lie Nation and nut

prevent or obstruct the Nation in the proper performance of its obligations under ihis

Agreemeni.

5. Informat ion Dehiver’. Flaum shall provide complete and accurate

in Inrntttion (to the best of Flaum’s actrial knowledge) with reliect to the Project Site or

its obligations hereunder to the Nation as may he reasonably requested from time to time.

C. Co in p e mis at in ii: Ui less this Agreement is terminated by any Party as permitted

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:

1. Cal en hat ion: F Ia tim shall be eligible to earn a S ticcess Fee if a CompactApproval becomes effective prior to October 1, 2014. The Success Fee shall becalculated based upon the date by which the Compact Approval becomes effective, asdetermi ned by applicable federal law and regnlation (currently, a compact or amendmentis 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 ppi’o 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 CompactApproval 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 Dateshould 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, thedeadline shall be deemed to have run on the prior business day. The Success Fcc isintended to bc inclusive of any and all expenses that Flaum may incur in the provision ofLiaison Services. and l’Iaum shall not be cntifed to reimburseinctit br any such expensesincurr3d nor to any 0! her compensation for the Liaison Services.

2. Conditions. Paytnctit of a Success Fee hereunder is expressly subject tothe fbI lowing conditions precedent: (a) Flattm’s eligibility to receive a Success Fee tindersubsection C. I , (Ii) the Success Fee’s ongoing compliance and consistency with allapplicable laws, including any applicable Indian gaining laws. (c) the nonexistence of anymaterial uneured breach under this Agreement, including any representations andwarrant i CS of Fl aum lie I uded herein, and (d) maintcnanec iii good standing (at at I timesduring this Agreement, including at the time of payment) of all licensure required toobtain payment for the Development Services, including any license(s) required by theSeneca Gaining Ant ho ri I y.

3. ‘l’imi tie of l’avment, ‘I he Success Fee shall be paid by the Nation by wiretransfer with in 30 calendar days at icr the Compact Approval I iiThci ic Date uponsatisfaction of all conditions set bortli in subsectioa C.2. above.

Ill. NoNcoMPrrl’l’loN NI) Oi’l IKR AGIZIcLMkNIS.

A. Nonennipetilion and Noiieii’cuitivctition, In eonsideraton of the rights grantedto F acm hereunder. Flaum agrees to the nonconipcl ition and noncircumvention provisions setfbrtli ot: Exhibtt C hereto.

B. St :tffinu of Proj ect Vork. Flaum shall provide su I fictent adininistrat ive,management. supervisory and clerical services, and a sufficient number of capableadministrative, management, supervisory and clerical personnel, to carry out the responsibilitiesof F I aum hereunder in accordance with this Agreement. Iii the event that SG C or the Nat ion isdissatisfied with the perlonnance of any such personnel, upon written notice from SGC or theNation 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.

C. I tisti mince. At all times during Flaum ‘ s performance of the Agreement. tittiessotherwise wa i’cd by S G C or the Nation. Fl a inn shall obt ai ii and keep in force in sura neccoverage of’ the types, and with tile minimum coverage limits as reasonably determined to benecesNan liv Seneca Group.

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

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acceptable to the Seneca Group, acting reasonab!y: (a) general liability insurance withcoverage in an amount not less than five million dollars (S5.000,000) per event; (b) forall 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 ormorene rsons. resulting from one accident and one miNion dollars (SI .000.000) forproperty damage resu Iii rita from one aeeidcni. SGC and the Nation, each, shall he anadditional insured on all policies of insurance, with thii’ty (30) day notice of cancellationor amendment. Certificates evidencing such coverage shall be provided prior to theEffective Date and renewal certificates shall be provided no later than thirty (30) daysprior to expit’y of any such policy.

2. Vorkers’ Coin pensal ion. Flaum acknowledges and agrees that it is theemployer of all of its employees who perfonn work on the Seneca Group’s premises fir

purposes of the New York State Workers Compensation Law or similar legislation ineffect from time to ii me. and Contractor agrees that it shall comply with the provisions ofsuch law or laws in relation to all services to be pcrlbrmcd hereunder.

3. A :1 insurance must be nlaced with insurance companies licensed in ihe

State of New York and having a financial strength rating from ,U’l Best of A— (Excellent)VII or higher. Faum shall provide the Seneca Group with a certificate of insurancebefore commencing services ttnder this Agreement. name SGC anc the Nation asadditional insureds on Flaum ‘s General L iabi lit3’ Policy and provide a waiver of

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

l’laum 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 macica 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 orreline 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 aiypogriphical nature or inconsistencies which may he contained in this Agreement.

IV. GKNKRAI, ‘I’ERMS.

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) theCompact Approval Effective Date does not occur bcfore October 1. 2014. or (ii) any

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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 orcomply with any of its material obligations under this t\greement and such failurecontinues 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.

(b) by SGC: (I) if Flaum fails to secure requisite liceitsure trom the

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 SCC’s or the

Nation’s 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:oi’y approvals. (E ) the N atiun ‘5 iuabt lay

10 move the pat cel(s ) it deems necessary and desirablD br the Project into

i’esiricted 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 secut’e requisite hicenstire from the

SGA within twelve (12) n’,onths I’ollowing 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 andonerating the Project as intended, including, but not limited to, (A) the fhilure of’any contingency set forth in SGC’s or Nation’s contract to purchase the She, orthe failure of the Nation or SGC to successfully close on the acquisition of theSite, (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 toenter into a construction management or construction agreement to construct theProject with a guaranteed maximum price on terms acceptable to SGC in its solediscretion. (D) the failure by SOC to obtain necessary regulatory approvals: or (F)the Nation’s inability to move the parcel(s) it deems necessary and desirable forthe Project into restricted fee, (F) the filing of litigation, the outcome of whichcould materially• impact the ability of’ 5CC or the Nation to acquire the Sue orsuccessfully operate a Class Ill gaming facility thereon. (iv) the representationsand warranties of Flartm in subsection IVY. hereof are untrue or incorrect in anymaterial respect: or (v) if Flaum intentionally commi tsafraud, materialmisrepresentation, or an action involving gross negligence, or willful misconductIn connection with this Agreement or the dttt es of Flaum hereunder; (vi) tipon thefili rn by Flaum for bankruptcy. or (vii) the death or disability of David M Flaum.

(d) by any Party if the Project is suspended for more than 90 days or ismore than 90 days behind Schedule, as de fined below, due to no fault of theterminal ing Party; or

(e) as otlienvise provided in this Agreement,

3. Atty termination of this Agreement pursuait to subsection A. I or by SOC

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

a default by any other Party, such termination shall be without prejudice to any other

right or remedy available to a non—defaulting 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 non—dc 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,

H. Honks and Records. Flaum shall prepare and maintain, in accordance \vtl)

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 byFlauni, ally Project Team member or any third party with respect to Flaunt’s duties hereunder.

SGC and its representatives shall be granted access to examine, audit, and copy such books andrecords during normal business hours, on reasonable notice, at the office of Flaum. Monthly.

12

Eecutio,, ‘‘ei’sipn

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.

C. Developer to Use Commercially Reasonable KIThrts. Flaum shall use its

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.

II. Deliver;’ of Notices. All notices and other communications provided for herein

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 Nation’s 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

defined below) in the stock or other ownership interests of Flaum. the sale by Flautn of all or

tibstantmally all ol’ its assets, and the sale by Flaum or its owners of a Controlling Interest,

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.

C. Enlire Agreement. ibis Agreement embodies all representations, warranties and

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.

11, A in en dine nt s. Cli a ii ges. M odi lieu tin us. ‘l’his Agreement may not be atnended.

changed or modi fled unless mtttual ly agreed upon by the Panics in writing.

I. Force Ma jeure. No Party shall be in default or otherwise liable for any delay in

or failure of its performance under this Agreement, if such delay or failure is caused by reasons

beyond its reasonable contra’., including without limitation, any act of God, any acts of war or

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 Party’s reasonable control. In the event

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[:i’cuIinn Version

such delay or fbi I nrc in performance is not cured within thirty (30) days by the Party a Elected bysuch three majeure event, the otner Party may immediately terminate tins Agreement.

J. Severability. Should any provision of this Agreement, in whole or in part, bedeclared ny an arbitrator or a court of competent jurisdiction to be invalid, then the remainder ofthis 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:sAureemen: shall be interpreted and construed in accordance with the laws o the State of NewYork applicable to contracts, and applicable Federal law. In the event of, a eon tlict of lawbetween the laws of the State of New York and Federal law. Federal law shall control. Anyaction controversy, disagreement or dispute between Flaum and SGC arising under thisAgreement shall and may only be brought and maintained exclusively in either (i) the courts ofhe Seneca Nation of Indians or (ii) the fëdera I United States District Court lb r the Western

District of New York, and both Flaum and SOC expressly consent to the jurisdiction thereof.

L, Sc C s Limited Waiver of Soverciun Im 11111 ii it;’. SGC hereby grants to Flatima limited waiver of its sovereign immunity from unconsented suit and consents to thejurisdiction of the courts as indicated in paragraph K herein. (the “Limited Waiver andConsent’’), 1wovicled that such suit seeks payment of a specified sum alleged to bc dtie andowinu br services performed or specific performance of contract terms mutually agreed tocoder this Agreement. SOC does not waive its sovereign immunity with respect to any othert}ieor:es of recovery, iticluding bitt not limited to any claims for recovery ci attorneys’ fees orcosts or expenses. post-judgment interest, or consequential, special or punitive damages.Further, SOC’s Limited Waiver and Consent is granted solely in favor of Flaum or apermitted assignee in accordance with paragraph E of this Section IV. and shall not extend toor be used for the benefit of any other ierson or entity and shal be inapplicable to any past orfuture transaction or course of business between SGC and Flaum other than as contemplatedherein. The Limited Waiver and Consent is strictly limited to the enforcement ardorititerpretati on of the Agreement and to any dispute that may arise between the parties hereto inconnect on ivi ti this Agreement. SOC does not have any legal authority to waive the sovereigni nimti ni ty of the S ene c a Nation. Fl auni acknowledges that such a waiver may oily be e flee tedby 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 forany proceedings then pending.

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

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ENeculion Version

N. Con fidentialitv. In Flaum’ s capacity hereunder, Flaum will be provided for usein the performance of the Development Services and Liaison Services, and will otherwise learnof. confidential information concerning the Seneca Group and the Project. or confidentialinformation entrusted to the Seneca Group by other persons. entities or firms. The SenecaGroup’s confidential information includes matters not generally known outside the SenecaGroup. During the Term and continuing thereafter, Flaum agrees not to disclose any confidentialinfbrmation concerning the Seneca Group or the Project or of such other persons, entities orfirms to others or to make use of such confidential information, except on the Seneca Group’sbehalL whether or not such information is produced by Flaum’s own efThrts. The terms of thissubsection IV .N with respect to confidential information are limited to the extent that suchconfidential information is (I) required to he disclosed by law or pursuant to a judicial order ordecree or (ii) becomes generally known to and available for use by the public other than as aresult of the act or omission of llaum or the breach by another party of any confidentialityrestriction. Further, Flaum may cam of’ developments, ways of business, etc., vh eli inthemselves are generally known but whose use by the Seneca Group is not generally known, anddurinu the Term and continuinu thereafter, Flaum agrees not to disclose such use, whether or notsuch use is due to Flaum’s own efforts. All records of the Seneca Group are and shall remain theproperty of the Seneca Group at all times during the Term and a fter expiration of the Term forany reason. The names, addresses, and other facts in such records are not to be transmittedverbally, in writing or in computerized form by Flaum except in the ordinary course ofconducting business for the Seneca Group.

Notwithstanding anything herein to the contrary, the Seneca Group shall retain sole andexclusive control over the public relations aspects of the Project. Flaum shall not (icommunicate with members of the press concerning the Project, whether such communication isformal or informal (i.e. whether on the record or on background). or reveal in formation related tothe Proj ect to third parties with the intent of having them communicate with members of thepress. (ii) issue any press releases or public statements concerning the existence of the Project orthis Agreement (or the terms thereof), or (iii) use, display or modify SGC trademarks or theNation’s Official Seal in any manner absent the other express prior written approval of theNation or SGC.

0. Aureement Conditions Precedent. The effectiveness of this Agreement isexpressly subject to:

the prior approval of the Nation’s Council (with regard to the Nation’sperlorniatice of this Agreement), and the Board of Directors of SGC and the Nation’sCou mi I (wi di regard to SGC ‘s perforntinee of this A greeinent ): and

2. satisfactory conclusion of due diligence review and investigationsconducted by the Parties as to each other and the proposed transactions, and consistencyof the Agreement and contemplated transactions with all existing contractualcommitments, including SGC’s 5225 Million Senior Secured Credit Agreement withl3ank of America, NA., et al.. dated November 18, 2010, as amended, and otherapplicable Seneca Group linaneing documents.

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Execution “ersioiI

I’. INDEMNITY BY FI.AUM. FLAUM SI IALL INDEMNIFY, DEFENI) (WITHCOUNSEL ACCEPTABLE TO FIlE SENECA GROUP) AND hOLD TIlE SENECA GROUPhARMLESS FROM AND AGAINST ALL CLALMS, INCLUDING BUT NOT LIMITED TOCLAIMS ON ACCOUN OF PERSONAL LNJURIES OR DF,ATII OR DAMAGES TOPROPERTY. ARISING IN FAVOR OF ANY PERSON. CORPORATION OR OThERENTITY. IN ANY WAYS INCIDENT TO OR IN CONNECTION WITh OR ARISING OUT01: (I) FLAUM’S. ITS AGENTS’, CONTRACTORS’ OR EMPLOYEES’ GROSSNEGLIGENCE OR WILLFUL MISCONDUCT IN THE IERFORMANCE 01’ FLALJMSDUTIES AND OBLIGATIONS IIEREUNDER. (II) ‘FIlE VIOLATION OF ANYAPPLICABLE LAW BY FLAL’M, ITS AGENTS, CONTRACTORS OR EMPLOYEES, INCONNECTION WIlE TIlE SERVICES RENDERED BY FLAUM I IEREUNDER. (III) THEIJRLACII 13Y FLAUM OF ANY PROVISION OF ‘FIllS AGREEMENT, OR(IV) ANY LOSSOR DAMAGE COVERED BY INSURANCE REQUIRED hEREUNDER. FLAUM SHALLNOT BE OI3LIGATED TO INDEMNIFY 1IIAT PORTION OF ANY CLAIM ARISINGFROM TIlE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TIlE SENECAGROUI. I’I’S AGENTS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES.

Q, El a tim’s Lack of Au I Ito ritv to Bi itd Seneca C roti p. Fl aiim si iail have noauthority to hind or commit the Nation or the SGC in any negotiations with any third party inconnection with the Project. the Development Services or the Liaison Services, Flaum on the

one hand, and the N at ion and/or S GC on I lie other, shall not be cons I rued as joint venturers, orpartners of each other by reason of’ this Agreement.

R. Survival. The covenants, acknowledgments, representations. agreements and

obligations contained in Sections lilA., IV,K—.L, I V.N. IV.P—,U, IV.W, and IV.Y—.AA of thisAgreement shall survive the termination or expiration of this Agreement.

S. No limitation on the Nation’s Governmental Functions. The Parties

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 inconnection with its Govetitinental i’unctions (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

T. Owners It ip and Use of Doe ti iuent s. All Project do contents. mel tiding, but notlimited 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.

U. Sulioi’dinal ion. All of the rights of Flaum under this Agreement (including any’lien or right to lien that Flaum now or at any time hereafter may have) shall be and remainsubordinate, subject and inferior to the rights of any mortgagee ttnder. and the liens and security

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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:ercover 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

such Party hereunder or by law shall constitute a waiver thereof’, nor shall any single or partial

exercise of any such right preclude other for:her exercise thereof or of any other right. ‘fhe

waiver by a Party of any breach of aim’ provision hereof shall not be deemed to be a waiver of

any subsequent breach thereof or of any breach of an’ other provision hereof.

X. Reports. I launi shafl record the progress of the perfonnanee of the Development

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. Flauin’s 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.

V. Rep rescn tim lions of 11111(1 lU. H an ni represents. warrants and eo ye na nts to the

Seneca Group as follows

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.

2. No Conflicts. Neither the execution and delivery of this Agreement nor

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 l”laum 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.

3. lExectition. ‘Ihe execution and delivery by Flaumn o. and l”’:au!n’

performance tinder, this Agreement are within Ilaum’s liowers and have been duly

authorized by all requisite organizational action. The p’oii executing this Agreement

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 finder’s fee. particinationfbe, 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 thisAgree:nent or the transactions contemplated hereby.

5. Accuracy of Disclosures. As set forth in Exhibit D. Flaumn has fullydisclosed 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, whetherwritten or oral, and whether currently in eikct or expired. perlbrmed or to—be—performed

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 sen’ices rendered, finder’s fees, brokerage fees, success fees or any other

type oI &e, payment. compensation, remuneration or consideration, including anycransactoiis or agreements involving actual or prospective delivery of gifts, goods.

services, entertainment or anything else of value.

6. Flatim Due Dili aenee. Flauin has reviewed and analyzed to its own

satisf’aet 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 Nation’s 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.

7. Represent at iotis of’ SGC and (lie Nat ion. SGC and the Nation each represents.

warrants and covenants to the Flaumn as follows:

Authorization. SCG is duly organized and legally existing under the laws

of the Nation.

2. Lcccttion. This Agreemen: constittites the legal, valid and tainthinu

obligation of SOC and the Nat ion.

Ai. No Ad (lit 10 minI Coin pe ii sn lion. F lao in hereby acknowledges and agrees that

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 reiinbtirsernentsas compensation for performance of its services or obligations under this Agreement.

1$

E.\ccuIiun Version

811 [line. Except as otherwise set forth herein, where this Agreement references anumber of days with respect to a deadline or event that is to occur, the number ol days shail becalculated u:iiiziitg calendar days.

CC. Nature of Aureenwnt. This Agreement is not intended as and shall not beconstrued as a’ nianageinent contract’’ within the meaning ol’ the Indian Gaming Regulatory Act.Further, nothing contained herein grants or is Entended to grant or authorize the grant to Flaum ofa tit;ed interest, or in any way to impair the Nations soje proprietary interest, in the gaming

facility con:emplaied nereunder,

DD. ‘[bird Party Beneficiary. This Agreement is exclusively ftr the benefit of theParties hereto and it may not be enforced by any party other than the Parties to this Agreementand shall not give rise to liability to any third party other than the authorized successors andassigns of the Parties hereto.

FE. Prepa rat ion of Aurednient. This Agreement has been carelitl ly reviewed by

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. WalkerIts: President and CEO

Date: 20I3 ILAUM ItOCIIES1EI{ tic

By: -

____

Name: David M F: latuIts:M ember

20

Execution Versaco

EXIIIBIT A

fLegal Description of the Sitej

21

Execution Version

EXhIBIT B

DEVELOPMENT MANAGIR RESI’ONSIBILITIES,

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:i’e 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 fl—site 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 on—site 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 on—site development plait for the subeet site. S:eli vor would

ineltide, but no: be limited to:

• °l mizi ng the programni ing, layout and coordination of the ga ni ng and non—gaining

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 non—gaming amcnities.

• Identify all permitting needs associated with the Project and proxide the necessam’y

coordination with the various agencies, utility companies and entities involved.

“7

Execution V ersioll

• Work closely with the Seneca Group / Projec: Team to ensure that the interconnection

and operat tonal efficiency of both gaming and non—gaming 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

NONCOMI’ETITION ANI) NONCII{CUMVENTION

iTO BE COMPLETEDI

GEOGRAPI IIC SCOPE: Nation’s zone of exclusivity and all areas within 100 miles of theexterior 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 orgaming—related business or development transactions. property acquisbions. managementarrangements 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 wmiPASI’ AND PRESENT NATION AND 5CC OFFICIALS AM) EMILOVEES, ETC.

With respect to the existence or nonexistence of. any and all past. current, or prospectivetransac:ions.aiid any agreements, whether written or oral, and whether currently in eftect orexpirec. performed or to—be—pcribrmed with any members of the Seneca Nation, or present orformer Seneca Nation government officials. Seneca Gaining Corporation directors. offleers oremployees, family members of any of the foregoing. or any repreNenlatives of the foregoing.involving monetary or nonmonelary payments or remuneration of any kind, whethercharacterized as consulting fees, fees for services rendered. tinder’s fees, brokerage lees, successfees or any other type of fee, pa’ment, compensation. remuneration or consideration, includingatly transactions or agreements involving actual or prospective delivery of gifts. goods, services,entertainment or anything else of value. Flauin hereby discloses fully and eonipletey theio.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 Iconcerning Catskills uaming (has since expired).

24

APPENDIX B

BOLTONST1JOHNS, LLCDecember 17, 2013

Mr. David FlaumFlaum Rochester L.L.C400 Andrews St., Suite 500Rochester, NY 14604

Dear Mr. Flaum:

Bolton-St. Johns, LLC agrees to provide Flaum Rochester L.L.C. with legislative and regulatoryrepresentation 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 suchactivities. 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 thespace provided below and returning it to our Albany office. We file a copy of this signed letter withthe New York State Joint Commission on Public Ethics.

Agreed to and Accepted By:

Flaum Rochester L.L.C -

DavidFé’Date /7/ 2 o13

Sole Member — Flaum Rochester LL.C

Bolton-St. Johns, LLC

Giori DeRosa, Partner

New York City: (212) 431-4743 1 10 WWiom Street Suite 1410 New York NY 10038 Fa: (212) 2267554Albany: (518) 462-4620 14o SPote Srreet Abon,, NY 12207 —Pox (5 8)426-1631

wvrvoltonstjohns, corn

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 develop-

ment 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 in-

vestment 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 pla-

za, 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' gam-

ing 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 after-

noon, 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 oppo-

sition. 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 ex-

tensive 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. "En-

try-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 pro-

nounced 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 west-

ern 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 Novem-

ber 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 down-

town 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 Nation’s

ability to create partnerships that grow a region’s 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.

“I’m 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 585-

546-8303 or e-mail service@rbj.net.