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SS CASINO SERVICING ENTITY LICENSE APPLICATION GAMING eeLATD PT drdheadnat 2 VO eS +n NMENT oO Conn is os® 4+™~ V & << ee * \as AN \Z VA > { Qf Ne) Xo) Ce i135 Oy < Ty Z% TES VIROL OT a THE UNITED STATES VIRGIN ISLANDS CASINO SERVICING ENTITY APPLICATION INSTRUCTIONS This application form shall be completed by any individual or business organization doing business with casino licensees or applicants in the U. S. Virgin Islands. This form shall also be completed by related affiliates to any individual or business organization as described above, as well as any entity so directed by the U. S. Virgin Islands licensing agencies. A Casino Servicing Entity may be waived from the licensure requirement at the discretion of the U. S. Virgin Islands Casino Control Commission. Applicant entity agrees that any license which may hereafter be granted to said individual or business organization is predicated upon the statements and answers herein contained and that for any materially false or misleading statement or answer, said license may be revoked. Entity's background will be investigated by the U.S. Virgin Islands Casino Control Commission or the Division of Enforcement, Department of Justice.. False information or lack of total disclosure on any aspect of this application may result in license denial. Information requests must be answered completely by the applicant. Such information is to be provided as of the date of application unless otherwise specified. All entries on this form, except signatures, must be typed or block printed in black | ink. If your application is not legible, it will not be accepted. Where a response to a particular question is provided fully in a response to another question elsewhere in this application, reference your answer to that other response. If a partial response is given elsewhere, indicate the reference and complete the requested information. If a question is inappropriate or not applicable to the type of business being conducted, indicate "N.A." on the application. lf you need additional space to answer any question(s), use page 20. Be sure to indicate the number of the question you are answering if you use this additional space. (Attach additional sheets if necessary.) To preclude any misunderstanding on the applicant's part, the following terms are defined for your assistance in preparing this application: 10. 1. 12. 13. 14. rvici ity Applicati nt a. Business Organization - A partnership, incorporated or unincorporated association, firm, corporation, trust, or other form of business or legal entity, other than a financial institution regulated by a territory, state or federal agency b. Control - The power to exercise authority over or direct the management and policies of a person or business organization c Management - Any persons or entities having responsibility to manage, direct, or administer the affairs of a person or business organization. Management includes, but is not limited to, members of the board of directors of a corporation, officers in charge of principal business functions, or principal owners. d. ' Related - Of any licensee: Its affiliates, principal owners, management and members of their immediate families; and any other party who has the ability to significantly influence, directly or indirectly, the licensee from fully pursuing its own separate management operating policies. This includes any power of attorney or fiduciary capacity delegated to any of the above. Submit an original and one (1) copy of this entire application form to the U. S. Virgin Islands Casino Control Commission. Once filed, you may not withdraw your application without the permission of the U. S. Virgin Islands Casino Control Commission. We recommend that you keep a copy of your completed application for your records. An appropriate individual must sign the accompanying Verifying Affidavit, Consent to Inspections, Searches, Seizures and Release Authorization in the presence of a notary public and have the signature notarized. The majority of questions and requirements of this application are self-explanatory. Should the applicant need further explanation of any aspect of this application, applicant should contact the U.S. Virgin Islands Casino Control Commission. ITEM 1. (Complete Name of Applicant) (Physical Address) (Mailing Address) (Federal Employer Identification Number (FEIN)* or Social Security Number) (Telephone Number) U. S. VIRGIN ISLANDS CASINO S$ ICI T For VICC use only ITEM 2. FORM OF BUSINESS ORGANIZATION Check applicable type of category (below) which describes applicant entity's business organization. An individual should apply as a sole proprietor if the other specific categories are not applicable. The "Other" category must be indicated for any business organization which is not one of the specific categories listed. Applicant entity is: ITEM 3. Identify Applicant's Products: Sole Proprietor | General Partnership Limited Partnership Corporation Unincorporated Association Other (Explain) A. APPLICANT INFORMATION If the space provided is insufficient, submit the identification as Exhibit 1 (a). Submit as Exhibit 1 (b) three (3) copies of the following documents, as applicable: (a) (b) (Cc) (d) Applicant's complete inventory Applicant's price list Applicant's form lease agreement of tangible personal property Applicant's form purchase agreement ITEM 4. ITEM 5. ITEM 6. (i) (i) (k) (b) Applicant's form service agreement Any contracts and agreements between the applicant and a casino applicant or licensee A Certificate of Good Standing of the state of incorporation of applicant As applicable, a Certificate of Good Standing issued by the Corporate Division, Office of the Lt. Governor of the U.S. Virgin Islands indicating applicant is qualified to do business in the Territory Certified copies of Articles of Incorporation and bylaws Partnership agreement Financial statements of the applicant and of any business entity of which the applicant is a substantial owner for the last three (3) fiscal years and for the period ending one (1) month prior to the date of application Submit as Exhibit 4 (a), a detailed description of the applicant's business, including the background and skills of the applicant and the applicant's key persons, and identifying and describing any predecessor company of the applicant. Submit as Exhibit 4 (b), a list of all current and former addresses which the applicant has held from which it has conducted business within ten (10) years from the date of filing this application, including the approximate time periods during which such addresses were held. lf the applicant does business outside the U. S. Virgin Islands, submit as Exhibit 5, a statement listing all other jurisdictions where the applicant does business, describing the business activity conducted in those other jurisdictions, and listing all addresses from which the applicant currently does business. (a) Submit as Exhibit 6 (a), a schedule listing the name, business address and telephone number of the applicant's: (1) Virgin Islands’ Registered agent(s) (2) Virgin Islands’ Legal services representatives ITEM 7. ITEM 8. ITEM 9. (3) Virgin Islands’ Accounting services representatives (4) Virgin Islands’ Banking and financial services representatives (5) Virgin Islands’ chief administrative officer (b) Submit as Exhibit 6 (b), a schedule listing the name, business address and telephone number of the applicant's other: (1) Registered agent(s) (2) Legal services representatives (3) Accounting services representatives (4) Banking and financial services representatives (5) Chief administrative officer Submit as Exhibit 7, a detailed statement concerning the applicant and its key persons in providing its products. State whether the applicant possesses a caring 1 related license eed by any jurisdiction: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 8 three (3) copies of each license. State whether any of the securities of debt offerings of the applicant or any of the applicant's substantial owners have ever been suspended from trading or have ever had any action taken against them by any regulatory agency: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 9, a detailed statement describing each suspension, action or both. ITEM 10. ITEM 11. State whether the applicant or its key persons have ever been or currently are a party to a lawsuit (other than divorce proceedings): ANSWER: Yes No lf the answer is "yes", submit as Exhibit 10, a detailed list of all cases, including bankruptcies, stating for each lawsuit: (ay) | The name of the parties (b) The case number (c) The name of the court and its location (d) The type and nature of the case (e) The disposition of the case Submit copies of all complaints, petitions or similar pleadings which initiated each lawsuit. In addition, for all pending litigation, unsatisfied judgments, decrees, restraining orders, or injunctive orders, state: (a) In detail all pertinent facts, including the type and amount of relief sought (b) An assessment of the impact, if any, which the action may have on the applicant's business To the extent not already disclosed in your answer to Question 10, state whether the applicant or its key persons have ever been involved in any formal or informal process or agreement to adjust, defer, suspend or otherwise work out the payment of any debt: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 11, a statement setting forth all details concerning each debt and the relating formal and informal process or agreement. ITEM 12. ITEM 13. ITEM 14. State whether the applicant or its key persons or substantial creditors are delinquent in the payment of, or in dispute over the filings concerning or the payment of, any tax required under federal, state, territorial or municipal law: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 12, a detailed statement describing the delinquency or dispute, including the amount, type of tax, the taxing agencies, and the time periods involved. State whether the applicant or its key persons or substantial creditors have ever had any municipal, territorial, state or federal tax returns audited or adjusted: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 13, a statement describing in detail the facts, circumstances and results of the audit or adjustment and copies of all Internal Revenue Service Forms 4549 and 4590, or other pertinent agency forms, and any protest letter and other correspondence relating to any such audit or adjustment. lf the applicant or any of its substantial owners is a corporation, submit the following as Exhibit 14: (a) The name, including all former trade, assumed or fictitious names, the address of the corporate headquarters, the FEIN number of, and any federal tax stamp numbers for transporting gaming equipment held by, each corporation (b) | The name of the state in which each corporation is incorporated, the date of incorporation, and, if a corporation is not incorporated in the U.S. Virgin Islands, whether the corporation is authorized to conduct business in the U.S. Virgin Islands, the date the applicant commenced doing business in the U.S. Virgin Islands, and a copy of the applicant's certificate of authority to do business in the U.S. Virgin Islands (c) A copy of the corporation's Articles of Incorporation (e) (f) For the present and former key persons of each corporation, their names, business names, positions, business and_ residential addresses and telephone numbers, and the amounts of and dates when compensation was received from the corporation during the three (3) years prior to the filing of this application For each corporation: (1) The classes of stock, attendant rights of each class and numbers of shares ° (2) | The number of shares authorized, issued, or outstanding (3) | The par value, market value and issue price of shares (4) The voting rights per class of stock (if the right of holders of any class of stock may be modified otherwise than by a vote of majority or more of the outstanding shares so affected, voting as a class, so state and briefly explain) (5) | The exchange, if any, on which any class of stock may be traded (6) A list of names, addresses and numbers of shares held for all holders of outstanding shares (7) A\list of stock certificates which have been or will be pledged and the names, address and telephone number(s) of the pledgor and pledgee of any stock certificates in a corporation which is not a publicly held company lf the beneficial owner of any stock in each corporation is an individual or business entity other than the owner of record or subscriber, the names and address of the beneficial owner, the conditions under which the owner of record or subscriber holds and votes or has subscribed for such stock; submit as Exhibit 14 (f) a copy of any contract or other instrument relating to said conditions (h) (i) lf within five (5) years prior to the date of the filing this application there has been a change in the beneficial ownership of the equity securities of a corporation, including changes resulting from gift, purchase, sale, exercise of an option to purchase or sell, or grant or receipt of a put or call, on the part of any individual or business entity who is or was a direct or indirect beneficial owner of ten percent (10%) or more of any class of an equity security of the corporation or who is or was a key person of the corporation, for each change of ownership state: (1) The date of transaction (2) The nature of transaction (3) The parties, including their position, to the transaction (4) | The number, class and percentage of ownership of securities involved A description for each corporation of all stock warrants, options or common stock equivalents which are authorized, issued and exercisable, including applicable lists of participant names, addresses and amounts of holdings lf the applicant has any obligations or securities authorized or outstanding which bear voting rights either absolutely or upon any contingency, together with the nature of the obligations. In addition, the following shall be disclosed for each obligation: (1) The face or par value (2) | The number of units authorized (3) | The number of units outstanding (4) Any conditions upon which the units may be voted The names in alphabetical order and addresses of the directors. As to each director the following information shall be included: (1) | The number of shares held of record as of the application date 10 A. If the director owns no shares the application shall so state B. Ownership of shares shall include beneficial owners as that term is defined in section 14 (g) The names, in alphabetical order, and addresses of the officers of the applicant. As to each officer the following information shall be included: (1) | The number of shares held of record as of the application date A. lf the officer owns no shares the application shall so state B. Ownership of shares shall include beneficial owners as that term is defined in section 14 (g) ITEM 15. lf the applicant or any of its substantial owners is a business entity other than corporation, submit as Exhibit 15 : (a) (b) (Cc) A detailed description of the organization of each business entity For each business entity, as applicable, the applicant's name, including all former trade, assumed and fictitious names, business and residential address and telephone number, Social Security number, FEIN number, and any federal tax stamp numbers held for transportation, gaming equipment, place and date of birth, occupation, place and date of organization, percentage of ownership and dates when participation occurred, and the amount of and dates when compensation was received for all present and former key persons of the business entity during the three (3) years prior to the filing of this application For each business entity which is not organized under U.S. Virgin Islands law, a statement identifying the law under which it is organized and stating whether it is authorized to conduct business in the U.S. Virgin Islands 11 (e) (f) The names and addresses of each participant in each business entity which is a general partner, limited partner, unincorporated associate or other business entity other than a corporation; also submit as Exhibit 15 (d), a statement answering Question 14 for each such participation The names and addresses of each participant in each business ' entity which is a corporation; also submit as Exhibit 15 (e) a statement answering question 14 for each such participant lf the applicant is a partnership, a statement setting forth for each partner: (1) The name and address of each partner (2) | Whether each partner is a U.S. citizen. (3) | The amount of initial investment, whether in the form of cash, negotiable instruments, property or otherwise (4) | The amount and nature of any anticipated future investments (5) The degree of control over the activities of the partnership (6) | The method of distributing partnership profits lf the applicant is an individual, then state: (1) | The applicant's legal name (2) | Whether the applicant is a United States citizen (3) Any aliases or business names which have ever been or are being used by the applicant (4) Copies of the applicant's state, territorial and federal tax returns for the past five (5) years Copies of any written agreement, constitution or other document creating or governing the applicant's organization or powers of organization The date the applicant commenced doing business in the U.S. Virgin Islands 12 ITEM 16. ITEM 17. ITEM 18. (1) lf the applicant is organized under laws other than the Territory of the U.S. Virgin Islands to do business in the U. S. Virgin Islands (2) lf no authorization to do business in the U.S. Virgin Islands has been obtained, the applicant must state the reason the authorization has not been obtained Submit as Exhibit 16, a description of all bonus, profit sharing, pension, retirement, deferred compensation and similar plans in existence or to be created by the applicant and any of its substantial owners including: (a) The title or name of the plan (b) | The identity and address of the trustee of the plan or the person administering such a plan (c) The material features of the plan (d) | The methods of financing the plan (e) The identity of each class of person who is or will participate in the plan (f) The appropriate number of persons in each such class Submit as Exhibit 17, any, agreements or understandings which the applicant has entered into for the payment of fees, rents, salaries or other compensation(s) by the applicant or to the applicant. If the agreements or understandings are written, copies of the written documents must accompany the application. If the agreement or understanding is oral, the terms shall be reduced to writing and must accompany the application. Should the agreement or understanding be contingent in nature, the applicant shall disclose the nature of the contingency. Submit as Exhibit 18, a disclosure of whether the applicant or any key person currently holds or has ever held a license or permit issued by a governmental authority to own or supply gaming equipment or operate a gaming facility or conduct any aspect of gambling. If the applicant has held or holds a license or permit, the applicant must disclose: (a) The identity of the license or permit holder 13 ITEM 19. ITEM 20. (b) — The jurisdiction issuing the license or permit (c) The nature of the license or permit (d) The dates of issuance and termination, if any Submit as Exhibit 19, a list of the names and titles of all public officials, or officers of any unit of government, and relatives of the public officials or officers who, directly or indirectly, own any financial interest in, have any beneficial interest in, or creditors ‘of, or hold any debt instrument issued by, or hold or have any interest in any contractual or service relationship with the applicant. State whether the applicant or any of its substantial owners, has ever been arrested, detained, charged, indicted, convicted, pleaded guilty or nolo contendere, or forfeited bail concerning any criminal offense under the laws of any jurisdiction, either felony or misdemeanor (except for traffic violations the maximum possible punishment for which was a fine not in excess of two hundred dollars ($200.00)): ANSWER: Yes No lf the answer is "yes", submit as Exhibit 20, a statement setting forth for each case: (a) Thedate (b) |The names, addresses and telephone numbers of the individuals and business entities involved (c) The name and location of the ‘court, arresting agency and prosecuting agency (d) |The case number (e) The offense (f) The disposition (g) — The location and length of incarceration 14 ITEM 21. ITEM 22. State whether the applicant or any of its substantial owners has had any license or certificate issued by a licensing authority denied, restricted, suspended, revoked or not renewed: ANSWER: Yes No lf the answer is "yes", submit as Exhibit 21 a statement describing in detail the facts and circumstances concerning such denial, restriction, suspension, revocation or nonrenewal, including the licensing authority, the date each such action was taken, and the reason for each such action. Submit as Exhibit 22, a statement containing: (a) A list of all debt instruments of the applicant or any of its substantial owners (b) A list of the names, addresses and telephone numbers of all holders of each debt instrument (c) A list of the amount of outstanding debt related to each debt instrument 15 ITEM 23. B. BUSINESS INFORMATION Submit as Exhibit 23, as applicable, detailed statements stating and describing: (a) (b) (c) (d) (e) Applicant's products, and other principal goods produced or services rendered, including any significant changes in the kinds of products, other goods or services, and the principal markets for and methods of distribution of such products, other goods or services, including any significant changes in the markets and methods of distribution during the past three (3) fiscal years. The competitive conditions concerning the industry or industries relating to, and the competitive position in such industry or industries _of, the applicant's products, and other principal goods produced or services rendered, or class of products, other goods or services, including the particular markets and the number and identification of competitors during the past three (3) fiscal years If a material part of the applicant's business is dependent upon a single customer or a few customers, for each such customer state: (1) Its name, business address, and telephone number (2) Its relationship with and its importance to the applicant's business If backlog is a factor affecting the applicant's business operations, state: (1) The dollar amount of backlog orders believed to be firm as of a date during the current fiscal year and as of comparable dates during the preceding two (2) fiscal years (2) The portion of current backlog orders not reasonably expected to be filled within the current fiscal year (3) | The seasonal or other material aspects of the backlog The sources and availability of raw materials essential to the applicant's business 16 ITEM 24. ITEM 25. ITEM 26. ITEM 27. (f) The duration, importance, effect and holders of all patents, trademarks, copyrights, license, franchise and concessions which are material to the applicant's business (g) The circumstances surrounding and results of any bankruptcy, receivership or similar proceedings which is affecting the applicant's business (h) The circumstances surrounding and the results of any material reorganization, merger, consolidation, readjustment or succession of the applicant's business (i) The acquisition or disposition of any material amount of assets other than in the ordinary course of the applicant's business during the past three (3) years (j) | Any material changes in the mode of conducting applicant's business during the past three (3) fiscal years (k) A summary of warranties in effect on the applicant's products, including claims relating to such warranties (I) A summary of all litigation relating to the applicant's products. Submit as Exhibit 24, a listing identifying by name, address and telephone number all distributors, sales representatives or other individuals or business entities which formally or informally distribute, market or represent any goods produced or services rendered by the applicant. Submit as Exhibit 25, a statement confirming that the applicant is fully registered and licensed in accordance with all laws necessary to enable the applicant to provide its products. Submit three (3) certified copies of all certificates, registrations and licenses. Submit as Exhibit 26, a detailed statement describing the methodology to be used to insure that the entire workforce to be employed by the applicant in connection with the providing of its products will be in accord with the requirements of all pertinent federal and U.S. Virgin Islands equal employment opportunity laws. Submit as Exhibit 27, a list of names, addresses and telephone numbers of each individual for whom a Personal Disclosure Form | will be submitted. 17 ITEM 28. CONTRIBUTIONS AND DISTRIBUTIONS OF APPLICANT ENTITY (a) (b) (c) (d) (e) (f) During the last ten-year period, has the applicant entity, any director, officer, partner, owner, trustee or associate or employee or any third party acting for or on behalf of the applicant entity, made any bribes or kickbacks to any employee, company or organization to obtain favorable treatment? Yes No During the last ten-year period, has the applicant entity, any director, officer, partner, owner, trustee or associate or employee or any third party acting for or on behalf of the applicant entity made any bribes or kickbacks to any government official, domestic or foreign, to obtain favorable treatment? Yes No During the last ten-year period, have any applicant entity funds been donated or loaned for the purpose of opposing or supporting any government, political party, candidate or committee, either domestic or foreign? Yes No During the last ten-year period, has applicant entity property been donated or loaned for the purpose of opposing or supporting any government, political party, candidate or committee, either domestic or foreign? Yes No During the last ten-year period, did the applicant entity make any loans, donations or other disbursements to directors, officers, partners, owners, trustees or associates or employees for the purpose of making political contributions either foreign or domestic? Yes No During the last ten-year period, has the applicant entity made any loans, donations or other disbursements to directors, officers, partners, owners, trustees or associates or employees for the purpose of reimbursing such individuals for political contributions either foreign or domestic? Yes No 18 QUESTION (g) During the last ten-year period, has the applicant entity maintained any bank account, domestic or foreign, not reflected on the applicant entity books or records? Yes No (h) During the last ten-year period, has the applicant entity maintained any numbered account or any account in the name of a nominee of the applicant entity? Yes No lf yes is answered to any Question a through h, provide appropriate details below. List the names and addresses of any present or former partners, owners, directors, officers, trustees, associates or employees or third parties who would have knowledge or information concerning the questions asked under this ITEM. 19 As indicated in the instructions, this page is to be used for any questions which require additional room to answer. The number of the question must be stated immediately prior to your answer. If additional pages are needed, photocopy this paper or add paper of similar size and identify these pages with corresponding numbers and letters. *** Be sure to include your initials at the bottom of any new page added. IDENTIFY ALL ANWERS BY ORIGINAL ITEM NUMBERS 20 LICENSE APPLICATION CONDITIONS By the signing of this application, the applicant entity acknowledges that if a license be granted, it will become the duty of the applicant/licensee to file with the U.S. Virgin Islands Casino Control Commission ("Commission") such reports and financial data as may be required by Territorial Statute or by such rules and regulations as the Commission has adopted or may hereafter adopt, and to make such payments and/or fees as may be required by law. The aforementioned duty shall continue for the entire term (duration) of the license. If the applicant/licensee fails to abide by these requirements, the applicant/licensee shall incur the penalties set forth in the U. S. Virgin Islands Codes or in such rules and regulations as said Commission has adopted or may hereafter adopt. lf a license be issued, the applicant/licensee agrees to abide by and comply with the provisions of Title 32 of the Virgin Islands Code and any rules and regulations heretofore and hereafter promulgated by the.Commission. Applicant entity verifies that all exhibits, statements, reports, papers, data, etc. submitted pursuant to this application are true, complete and current. The applicant entity additionally agrees to THEREAFTER provide the Commission with full description of any significant operational change in any of the aforementioned exhibits, statements, reports, papers, data, etc. as said change occurs. Applicant entity agrees that any license which may hereafter be granted to said individual or business organization is predicated upon the statements and answers herein contained, which may be subject to verification by the Commission and that for any false or misleading statement or answer said license may be revoked. \MWe have read the application, attached instructions and above paragraphs, and agree to the conditions as set forth. Applicant Entity: By: Title: Date: 21 VERIFYING AFFIDAVIT STATE OF ) ) SS: COUNTY OF ) , the of the applicant entity, being duly sworn according to law, on his/her oath, depose applicant entity, and that the above statements are true and correct to the best of his/her knowledge and belief, and that this statement is executed with the knowledge that any misrepresentation or failure to reveal information requested may be deemed sufficient cause for the refusal to issue, or revocation of, a license. Further, that he/she is voluntarily submitting this statement and understands that misleading statements may subject him/her to criminal or other sanctions or punishment. (Name of Applicant Entity) By (Title) Subscribed and sworn to before me this day of , 19 Notary Public (Accountant Preparing Form, if any) Commission Expiration Date (Attorney Preparing Form, if any) SEAL 22 Cc T TO INSPECTION Cc N E On behalf of F hereby consent to all inspections, searches and seizures and the supplying of handwriting exemplars. The applicant entity is aware of its right secured by the Constitution of the United States not to consent to such inspections, searches and seizures and | expressly waive and forego that right on behalf of said applicant entity. (Signature) . Subscribed and sworn to before me on this day of , 19 NOTARY PUBLIC Commission Expiration Date SEAL 23 RELEASE AUTHORIZATION To: All Courts, Probation Departments, Selective Service Boards, Employers, Educational Institutions, Banks, Financial and Other Such Institutions, And All Governmental Agencies - federal, territorial, state and local, without exception, both foreign and domestic. On behalf of | have authorized the U. S. Virgin Islands Casino Control Commission, and/or the Division of Enforcement, Department of Justice to conduct an investigation into background of the said applicant entity. Therefore, you are hereby authorized to release any and all information pertaining to the said applicant entity, documentary or otherwise, as requested by any appropriate employee, agent or representative of the U. S. Virgin Islands Casino Control Commission and/or the Division of Enforcement. This authorization shall supersede and countermand any prior request or authorization to the contrary. A photostatic copy of this Authorization will be considered as effective and valid as the original. (Signature) Subscribed and sworn to before me on this day of , 19 NOTARY PUBLIC Commission Expiration Date SEAL 24