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Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C FRANCHISE AGREEMENT FOR THE DEVELOPMENT AND OPERATION OF THE RANDALL "DOC" JAMES RACETRACK BETWEEN THE GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS AND SGVELINC, THUS FRANCHISE AGREEMENT FOR THE DEVELOPMENT AND OPERATION OF THE RANDALL “DOC" JAMES RACETRACK (hereinafter the “Agreement’) is entered into as of the day ot , 2026 by and between the GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS (hereinafter the “Government or “Grantar") und SGV1, INC., u Virgin Islands corporation (hereinafter “Grantee”) (“Party” as to cach; collectively the Parties”). WITNESSETH: WHEREAS, the equine industry und horse racing, the Sport of Kings, have been an integral part of the culture and economy of the Virgin Islands tor over a century, and WHEREAS, prior to the hurricanes m 2017, the Randall “Doe” James Racetrack on St Croix was a showplace for horse niging and uther social activities, providing enjoyment as well as employment opportunities: and WHEREAS, from 2017 to the present, the Rundall “Doe” Jumes Racetrack has been unusable due to hurricane damage, and the failure of a prior Franchise holder to build and develop the track facility; and WHEREAS, Grantee timely completed the construction of dhe Clinton E. Phipps Rucetrack favility on St. Thomas and has successfully promoted ten horse races there since May 2024; and WHEREAS, the Government has requested, and Grantee has agreed, to build and develop the Randall “Doc" James Racetrack and to act as the events and rice promoter, and to work to make operiting the track a profitable business that will be attractive to the international horse racing industry: and WHEREAS, the Virgin Islands Horse Racing Commission (hereinafter — the "Commission" ) is authorized to prant a Vranchise Agreement, pursuant to Title 32, Chapter U1, of the Virgin Islands Code. to an appropriate entity 1 assist, promote, and conduct horse racing and related uctivities in the ULS, Virgin Islands, and WHEREAS, Grantee has applied to the Commission to promote und conduct horse racing and related activities in the Virgin Islands, the Randall "Doe" James Racetrack, and the Commission und the Grantor have accepted grant Grantee a Franchise pursuant to 32 V.LC §209 und 32 V.1. Reg. §209-1 to construct the Randall “Duc” James Racetrack facility und promote and conduct horseracing and related wctivities at the Racetrack and to work lo make Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Hoanchtise Agreement Randall "Doo" Jemes Reeetrack operating the racetrack a profitable business that will be attractive to the international horse ricing industry; and WHEREAS, in order to preserve and enhance the Randall “Doc” James Racetrack and the heritage of horseracing in the Virgin Islands, the Government and Grantee have agreed to (1) the terms of this Franchise Agreement: (2) 8 Sub-Lease Agreement for the Randall “Doe” James Racetrack, (the “Property” or the “Racetrack") (Sub-lcuse Agreement attached us Exhibit A) and (3) the Third Amendment t the Video Lottery Services Agreement between the Grantor and Grantee (attached as Exhibit 8). all subject to upproval by the Legislature through legislation in accordance with Exhibit C hereto NOW, THEREFORE, for and in consideration of these promises, of the mutual covenants herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and the above-referenced recitals incorporated into this Agreement herein by reference, the Parties agree as follows: I. DEFINITIONS A. “Days” ns appearing in this Agreement shall mean calendar days, unless otherwise indicated. B. "Effective Date™ the date on which (1) this Agreement, the Sub-Lease and the Third Amendment to the Video Lottery Services Agreement are approved by the Legislature of the U.S. Virgin Islands through tegislation In secordance with Exhibit C hereto: (ii) the Virgin tslands Port Authority (the Lessor/Landlord in the utlached Sub-Lease, und in the "Master Lease” dated September 24, 1982, us unended most recently in Amendment No. 4 to that Master Lease dated November 19, 220) has extended the Term of the Master Leuse as to the SubLease “Leased Premises”, toa Term that extends ata minimum until 2052 (Exhibit 1): and, (iit) pursuant to Seetion 3 of Amendment No. 4 to the Master Lease, all necessary approvals for this extended Ter: of the Muster Lease and the Sub-Lease have been secured [rom the FAA, C. "Gaming Center” means the portion of the Racing Entertainment Center at which Video Lottery Terminals are operated and offered to the Public. D. “Horse Racing Commission” means the St. Croix Horse Racing Commission EK. “Live Horse Racing” means the competitive racing of horses at the Property in accordance with Virgin [stands law and regulations. F. “Race Days” means the days on which Live Horse Racing will take place on the Property under this Agreement => Lt a kay Initial | Gk Pape 2 of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C branchige Agreement Randall “Doe” James Racctrace G. “Racing Activities’ means Live Horse Racing and related events held at the Property on Race Days. H. “Racing Entertainment Center” means the multipurpose entertainment tucility at the Property, DEVELOPMENT AND CO} DEVELOPMENT OF FACILITY LUCTION OF RACETRACK FACILITY A. General Duties of Grantee: 1. Grantee shall in good faith and using commercially reasonable efforts cuuse the Randall “Doe” Jnmes Racetrack to be developed, constructed and completed fn substuntially similar form us desenbed herein, and in compliance with all applicable laws, rules and regulations, (the “Project’’) and will obtain all required und necessary permits and licenses, including Coastal Zone Mannyenient (GZM) permits. The Project will construct, restore. improve, and enhance the Racetrick facilities for both racing participants and spectators, the race day experience, und other entertainment options, to include at least the following: a, Racing Entertainment Comer (REC) to include a multipurpose entertainment fheility with improved grandstand ureas, parking (including paving where nppropriate). including but not limited to new bathroom facilities, luxury viewing suites: simuleasting and putri- mutuel wagering area, bur area; family picnic area, children’s play area, 8 concession designated areca under the grandstands for use by local vendars on ruce day and a gaming center for Video Lottery games including a bar and cuncession, Cirantee shall also construct new entry gates to the REC and grandstand area. Cirantee may operate u temporary gaming cemer for Video Lonery Games on the Racetrack premises during construction of the Racetmck. . Facilities tor racehorses, jockeys, and veterinary professionals atthe St. Croix Racetrack, as lollows: i Existing barns: Grantee shall renovate the three (3) existing horse bams for stabling racehorses to a standard consistent with industry standards to a minimum capacity of && racehorses and build a new paddock, it New ynarantine bam and receiving ham: Grantee shall construct no new quaruntine harn to be located at the northwestern end of! the racetrack, witha capacity far eight (%) horses, for the purpose of separating potenttally contagious horses from other animals stabled at the Racetrack as needed or required by law. Grantee shull alsu construct a new receiving bam, trot less than 100 yards eH Wage & of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Hranchise Agreamont Randall “Doe” James. Raceiruct - < from the quarinting barn, with a capacity: of ten (10) horses for the purpose of receiving new approved horses, lew veterinary & saddling ctinie barn: Grantee shall construct a new veterinary clinic and saddling barn at the northenstera end of the racing oval, The new veterinary clinic and saddling bam shalt include ua 280 SF veterinary office with restroom facility, have a maximum of 4 testing stalls and include a maximum of 8 saddling sintls for the care, treatment and snddling of racehorses on mace: diy; New jockes locker room building: Grantee shall construct new jockey Jocker room huilding at an appropriate site. The new jockey locker room building shall include a lounge. shower room for maly jockeys with 3 showers, restroom with 3 stulls and 4 lavatories, and jockey lacker room with a maximum of 12 lockers Jind u shower roont for female jockeys with | shower, restroom with 2 stalls and 2 lavatories and a jockey locker roum with a minimum of 6 lockers , and will also include 2 unisex restrooms accessible only from the exterior of the building for the horse owners and their statf, c, Improvements jo the St, Croix Raceinick micing surtace and equipment, to include without timiiatign resurtaeing of the racing oval, installation of a 20° x 16' video sercen. adjust the new racetrack rails as needed, track-watering CupmMent, and such other measures as are necessary ta restore the Ragetrgh and equipment to a standard consistent: with industry standards. Grantee shall provitle tor the purchase or lease of a complete camery equipment systerit for use during Race Days at the Racetrack to ussist racing officinis in the discharge of their duties. consisting of the rolowing: ‘ iv v No fess tian three (3) cameras, strategically located throughout the micins surface, for the purpose af race review and surveillance. A padduch patrol camera or systent of cameras (0 assist racing officials in the monitoring on race day of horses and persannel while saddling in the paddock area. tA photo finish camera to assist placing judges in determining the order of finish in the event of a close finish for Pst, 2nd, and 3rd positions. Adequate security camers for the public areas of the Racetracks, includiny all parking areas, to assist in providing security for the public attending the ruces. Upon termination of this Agreement, said equipment owned by Grantee, shall remain in place and shall become the property of the Grantor, B. Government Responsibilities: It shall be the responsibility and obligation of Government to cooperate with Grantee in all respects and to take the necessary Page 4 of 23 P 4 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Freancdive agreement Randall "ied damuy Reteete dock Steps to further the development a7 (he Project and 10 assist in the procurement of any required access; easements and expediting, to the extent allowable hy law, of all necessiry approvals, permits und licenses. In addition, the Government shall cooperate in good faith (@ coordinate with third purties, in causing the delivery to Grantee.of all relevant and existing surveys, engineering and architectural plans, site plans und construction plans and relsted perinissions to use same to Grintee and shal] further cooperse int the transfer, modilicition, and/or issuance of any CZM ig ld to Grantee, (i, Change im-Scope of the Works Noiwithstanding anything contained Herein to the contrary, in the SER that the Government requests Grantee to perform any work that is outside the.scope uf the Work contemplated herein, and as agreed to tn the Construction Design Documents, Grantee may’ elect to perform (or decline to perform) such udditional work bi its sole discretion, Government shall compensate Gnintee and: grant additional time for such additional work on mutually agreed upon lerins. IH. PROJECT INVESTMENT AND BOND REQUIREMENT, A. The Gramee shall invest oll funda necessary t complete the St. Croix Racetnick tucility, including the grandstands and other supporting buildings, as desertbed in this Agreement and the approved Construction Design Documents, B. Within thirty (30) days after obtaining ali permits required tO eninplete the Project. the Ciruniece shall, at iis sole expense, obtain and maintain a performance bond in favor of the Ciovernment, The bond shall guantntee fiithful perfominee and completion af the Project in accordance with the agreed design, 1. The bond shall be issued in an amount sufficient to cover the cost of completing the Project, however, the bond shall not exceed Twelve Million Dollars ($12.4100,000) 2. The bond amount may be redaced us portions of the work are satisfactorily completed, in proportivin to the value of such completed work, provided that: a. Each reduction ts aupperted by a wouter certification from the Project's indgpendent architect ot engineer, accepled by the Government, and b. The bond amount shall not be reduced belaw the greater of (4) the cenified remaining cust ta complete the Project or (ii) One Million Dollars (81,000,000) ith the Project is Cally completed and necepted in writing by the Goverment, 3. The bond shall be tssued bs a corponite surety authorized to de business th the U.S. Virgin Islands and otherwise acceptable to the Gavernment. using : standard form fur perfurmunce bunds on projects of comparable size and complexity. 4, The bond shall remain tn full force and effcet from issuanee until the Governinent provides serie) aveeptaneg of the Project's Final Completion, subject to applicable limiadous periods and the bond's terms Page § 01 23 CH V. PROJRCT TIMELINE. —— Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Franchise Agrvoment Randall. “Dac” danny Racerreek V. A, Time For Completion: After the Effective Date of this Agreement: subject to Force Majcure Delays and any delays that are-caused by the Gavernment, the approval of all licenses, permils and Construction Design Dociments, necessary to stan’ work on the racetrack surfnee and renovate the exidung barns (the “Start Date A“), Grantee shall complete the resurfacing of the fucetack surface-and renovate the existing, barns within eight (8) months alice the Start Date A After the Effective Date uf this Agreement.subject to Force Majeure Delays and any delays that are caused by the Government, the approval of all licenses, permits and Construction Design Doguments, nevessary to''stait construction (the “Suit Date 23"), Grantee shall substantially complete the Project within thirty-six (30) months after the Sturt Date | Bo Time_is-of the Essence: Reyarding the development and consimetion of the Racetrack only, limitations of time set forth herein are material, and time ts of the essence, — Unless expressly comemphated otherwise “herein, whenever the Government's approval is required hereunder, such approval shal} not) be unreasonably withheld ou: gondiboned, and if-mo decision is rendered by the Government, approval shull be deemed granted within fifteen (15) days. of submission by Grantee. Approval shall not be required for emergency or nunur repairs, ‘To the extent the Government timely identifies uspeets of the Project that it reasonably concludes are incunsistent with this Agreement and the Construction Design Documents of are otherwise incomplete or inadequate, the Government shall notify Grantee in writing with sufficient dettil as i what is incomplete or inadequate, Grantee. shall have |5 days to review same and respond us ter atny disagreement by: Grange with any aspects identified by the Government, I there is no disagreement benween the Parties at the end of the 15 days, Grantee shall then, within 30 days, take all reasonable measures to umend the Plans or such other submittal to address the identified cancers, DESIGN OF THE PROJECT. A. Design Development Documents: Within a reasonable time after the eMective date of this Agreement, Grantee shall provide the Government with construction design documents including, but not Hinited ta, architectural renderings, site plan details und preliminary construchor drawings for review, comments, and approvil (Construction Design Documents’). B. Authorization To Proceed With Construction Documents: After review and approval of the Construction Design Ducuments, Grantee will be authorized to proceed with constriction in wecordance with applicable law and commercially reasonable standards for the Project Vi. CONSTRUCTION. rae Pays Gof 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Franchise Ayreemynt Ruswlell “Doe” James accinee| A. Inspections: The Government may conduct periodic, reasonable inspections of the Project (upon ut least twenty-four (24) hours prior notice) to assess the progress of the construction in accordance with this Agreement or through a third-party consultant or otherwise; provided, however, that the costs of any Government- retained consultants shall be the sole cost and expense of the Government. SUBSTANTIAL COMPLETION; FINAL COMPLETION; PUNCH-LIST. _ As used herein, the term “Substantial Completian” means the satisfaction of the 8. Vill. follawing conditions: 1. the Project shall have been completed (except for Punch-List ems (as hereinafter defined) subsiantially in accordance with the Construction Design Documents as confirmed by Grantee's arehitect and/or civil engineer (the “Certificate of Substantial Completion’), avd the Project shall have been equipped with the electrical wiring and components, plumbing and mechanical, and elevator as contemplated by the Plans and the Construction Design Documents, tw As used herein. the term "Final Completion” shall mean the satisfaction of the fallawing conditions: (i) ihe requirements set forth in Section 7(A) shall have been met, (ti} the Puneh-List lems shall have been completed in accordance with the Final Plans and (iii) the Approvals shall have been issued by the appropriate governmental authoritics. As used herein, the lem “Punch-List Hees” means details of construction und mechanical and electrical adjusunent in accordance with the Construction Design Dacuments as ure identiticd and compiled by Cirantee, the Government (in the exercise of tts reasonable discretion), the architect and the General Contractor, which in the aggregate are minor in character and do not materially interfere with the intended use and operation of the facility. COMPLETION OF THE PROJECT. On or betore the date that is no more than thidty (30) days after Final Campletion (as mutually agreed to by Ihe Government and Grantee, the “Turnover Date”), Grantee shall tum over all remaining Project structures and improvemenis ta the Government, and title to all remaining structure or improvement shall vest in the Government. The warranties, express or implied, arising from this Agreement or otherwise from the work of the contractors, designers, and other professionals retained in conneetion with the Project are solely those given by such third partics, and Grantee will assign same to the Goveriiment to the extent same are assignable. As of the Turnover Date, the Government shall be deemed to have been assigned by Grantee the right to look to or sue the architeet(s). the engincer(s!, the General Contractor, or sub-contractors with respeet to any defect in the Project of any nature whatsoever, eH Page Tat 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Feanahlye agreement Runitall "Jou" James Racetrack GRANT OF FRANCHISE IX. EXCLUSIVE AUTHORITY TO CONDUCT RACING AND OTHER ACTIVITIES. A. - LD, Exclusive Rights. The Grantor hereby awards to Grantee a Franchise pursuant to 32 V.LC. $209 and 32 VI Rules & Reg, $209-1 to promote nnd conduct horseracing and related activities at the Property, ‘The Franchise granted hereby includes an exclusive concession on the island of St Croix for Live Horse Racing, Pari-Mutuel Wagering. Telephonic Account Betting, and Simulcast Wagering, and the daily oecupancy, operation und use of nll of the facilities and equipment located at the Racetrack, Grantee, through this Agreement, is granted exclusive and valuable rights to operate Live Harse Racing, Pari-Mutuel Wagering. Telephonic Account Betting. and Simulcast Wagering lor profit using the Racetrack and other approved facilities in compliance with all applicable, laws, rules & regulations atid procedures, As trustee for the public, Grantor is entitled to fair compensation to be paid for such valuable rights throughout the term of this Agreement, as provided for herein, This Agreement is intended 19 convey limited franchise or concession rights und interests only as (o the Racetrack in which the Cirantor has an actual interest. [tis not a Warranty of tte or interest in the Racetrack; it dues not provide the Grantee any interest in any particular location within Racetrack premises; and it does not conter rights other than as expressly provided in the grunt hereo!, This Agreement does not deprive Grantor of any powers, rights or privileges Grantor now has, or may Inter acquire in the Julure, to use, perform work on or to regulate all matters relating to horseniing und the use of and to contrat the Racetrack covered by this Agreement, Including withaut hinitdion the right to perform work on its roadway's, right of way or appurtenant devnage facilities, including constructing, altering. paving. widening, grading, or excavating thereo!, subject however to rights granted to Grantee in the Lease (hereinafter detined) for the Racetrick. _ Grantee promises and guarantees, ats a condition of exercising the privileges urunied by this Agreement, subject to the provisions of Section 17 herein, that nny affiliate, joint venturer or partner of Grantee directly involved in the offering of Live Horse Rucing, !elephonie Account Betting, and Simulcast, Wagering under this Agreement, or directly involved in the management or operation of the Live Horse Racing, Pari-Mutuel Wagering, Telephonic Account Betting. and Simulcast Wagering under this Agreement will also comply with the terms and conditiuns of this Agreement. 1. acknowledges and accepts the legal ight of Grantor te issue and enforce the Agreement pursuant to the Act, the Regulations, and any rufes or procedures promulgated pursuant thereto, and 2. aprees to comply with cach and every provision of this Agreement: and ra Acknowledument. By becoming o party to this Agreement, the Grantee: Faye $ of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Franchise Agrecmunt Randall “Doe” damex Raretriwk 3, agrees that the Agreement wus granted pursuant to processes and procedures consistent with applicuble laws, niles & regulations, and procedures: and 4, -ayrees that it will not raise any claim to the contrary, E. Police Powers. Grantee's rights hereunder are subject to the lawful police powers of Grantor and the Horse Racing Commission, and to the authority of Grantor and the Horse Racing Commission to promulgate and enforce rules und regulations necessary for horse icing. and related activities, Grantee agrecs lo comply with all upplicable Inws, rules. and regulations promulgated, by Grantor. the Horse Racing Commission, or any other governmental unit having jurisdiction over the subject mutter herein, provided that subject to the lawful police powers of the Government, the terms of this Agreement shall control in case of conflict with any Territorial laws. rules. and regulations adopted subsequent to Grantees execution of this Agreement whieh laws, rules and regulations would act to impair the terms of this Agreement, V. Relation to Other Provislons of Law, This Franchise Agreement and all rights and privileges granted hereunder are subject to, and the Grantee must exercise all rights in accordance with, all applicable laws. rules and regulations and procedures. This Franchise Agreement does not canfer rights or privileges upon the Grantee other than as expressly provided herein Gj, Retention of Right. Grantee recognizes that the Grantor and the Horse Racing Commission shall have the continued right to adopt such rules and regulations us they deem necessury to muifitudn the integrity of Live Horse Racing. Pari-Mutuel Betting, Simulcast Wagering, and Telephonic Account Betting placed, received, or otherwise made in the’ United States Virgin Istands. The Franchise and/or any L.icense(s) issued pursuant io this Agreement, and the Franchise and License lees paid hereunder, are in addition to. and not in lieu of, any other required permit, wuthorization, lec, charge, er lan H. Operation. Grantee will manage and operate the Property, conduct Live Horse Racing and Video Lottery Operations. and conduct other entertamment events, In addition, Gruntee will retin did pay for a veterinarian to conduct pre-race examination, and post-race testing of horses, including all necessary labaratory supplies and equipment, as required by the Anti-Doping statute, 32 Virgin fslands Code, Chapter 11. subchapter {I At all times, the Horse Racing Commission shall be solely responsible on Race Days for the provision and payment of judges, stewards, and other officials neeessary for racing. as well ax aperating the racing camern system 1. Wayering. Grantee is exclusively authorized to opernte on-trick und off-track pari- mutue! wagering and simulcasting us provided in 32 V.LC. §§204-208. Cirantee shall provide Pari-Mutuel Betting on live races at the Racetmck and any other 24 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Franchis Ayresment Randall “Doo * fans Rewetr ack W facility as the Grantee deems apprapriate within the Distriet of $1. Croix, subject to the approval of the Horse Racing Commission (such approval not to be unreasonably withheld), Grantee shall provide the Totulizator System equipment subject to the approval of the Grantor; such approval shull not be unreasonably withheld, Puri-Mutuel Betting shall be conducted under the supervision and subject 10 the control of the Horse Rucing Commission in accordance with 32 VLC. 8§ 204 and 205, and in accordance with applicable rules and regulations. 1. Upon satisfaction of the requirement of Section 7, Turnover of this Agreement, the Government nyrees that Grantee also shall be deemed to have fulfilled the Simuleast Facility License application requirements of 32 Vit, Rules & Reg. §$206-4ta)-(d), and sald Simulcast Facility License shall be effective twenty (20) days alter the filing of the information required by 32 Vi. Rules & Rep. §$206-4(e) and 208-1, Upon. satisfaction of the requirement of Seation 7. Tumover of this Agreement, the Government further acknowledges that Grantee shill also be deemed to have fullilled the lease-franchise requirements of 32 VLC. §209 and 32 V.E Rules & Reg. §209-1 at the Rucetrucks, which lease-franchise licenses shall become effective upon payment of the license lee provided for in Section 10 below, 2. In the event that Grantee desires to establish a Simulcast Facility ata location other than a Racetrack (herein “a Remote Location"), the Grantee shall make application pursuant to the applicuble Regulations with the Horse Racing Conunission. The Horse Racing Commission, upon receipt of the information required by law, shall expeditiously consider all applications filed by Grantee. including but nat fintited to these deseribed in 32 V.1, Rules & Reg. § 208-1. Approval of such applications and contmets by the Horse Racing Commission will not be unreasonably withheld. Upon approval, all receipts from each such Remote Location shall he treated us being part of this Agreement. License, Pursuant to 32 Vil. Kules & Reg. $202-25, Grantor hereby awards Grantee exclusive Association licenses to conduct Live Horse Racing. Pari-Mutuel Betting, Simulcast Wagering, and Tylephonic Account Betting in the District of St. Croix, in cach ease, to the extent permitted by Inw. The Licenses shall go into effect on the Effective Dite of this Autserment . Oversipht by Lorse Raving Comuussion The Horse Racing Commission shall administer and regulate Grantee’s Racing Activities and race wagering, except that the operation of Video Lotiery Terminals at the Gaming Center shall be subject to the sole und exclusive Oversight und regulation by the Virgin Istands Lottery. Upon request by the Horse Racing Commissiun for documentation and other materials that it may require so that it can exercise its administrative role under this Agreement und under the Inw, the Grantee shall produce ail documentation requested within fifteen (15) days of receipt of the request, 2H ss Initial Pave ith of 23 G Docusign Envelope ID: 102FBC58-3AF0-8950-807F-SA08C 14DC25C Franchite dlgrsunient Randall “Doe dames Raserrack I. Agrégment with Horsemen's Orennization, Grantee shall obtain a five horse rhving agreement pertaining to distriation of funds generated by Sintuleast Wager and other agreed upon activities, with the Horsemen's Organization recognized by the Horse Racing Commission for (he District of St. Croix. Such agreement shail be approved by the Horse Racing Commission (which approval shall not be unreasonably withheld) and shall be binding on any successor or future horse owners’ organization recognized by the Horse Racing Commission during the term of this Agreement as the representative of the majority of horse owners snd trainers who race at the Racetrack, M. Hosting of Entertainment Events. Grantee may, itt its diseretion, organize, canduct, and host other entertainment events at the Property: provided, however. that any such events shall not intectere with Race Days or the conduct of Live Hurse Racing at the Property, Grantee shal! be exclusively entitled to all revenues derived from such entertainment events at the Property. flowever, Grantee shall be responsible for all taxes in accordance with (S.V.1. Law X. TERM This Agreement shall be effective for a term commencing on the Effective Date and extending for a period of eight (8) years fram the Tumover Date. The Parties, no earlier than five (3) years after the Turnover Date. may agree to a replacement Franchise Agrcement with a qualified racing operator possessing substantial experience in the promotion, management, and operttion of pari-mutuel horse racing facilities approved by the Grantor, If no replacement promoter is agreed upon, this Agreement will renew under these same conditions for three (3) additional five (5) year terms. unless Grantee provides the Government with written notice of its intent not to renew, at least ninety (90) days prior (o the end of the then current tem, XI. FEES AND TAXES A. License Fee, Pursuant to 32 Vib Rules & Reg. § 202-26¢b) and us compensation lor the issuance of an Assocuition ticense in accordance with the Act and 32 VL. Rules & Reg. §$§ 202-25 to operste the Racetrack, their facilities and equipment, Granice shall pay to the Government, throughout the duration of this Agreement. Five Thousand Dollars ($5,000.00) annually (the “License Fee), The first payment uf the License Fee shall be due and payable to the Commission five (5) days after the Turnover Date of this Agreement and shall be pro-rated for the calendar year in question, Phereatter, the lee shall be paid on or hefore January 10° of cach year, B. Franchise Fee. Pursuant to 32 V1. Rules & Reg, $ 209-1(d),as compensation for the benefits and privileges granted under this Agreement, Grantee shall pay to the Government an annual franchise {ee of $5,000 (“Franchise Fee”), The first payment of the Franchise Fee shall be die and payable to the Commission five (5) days after the Tumover Date of this Agreement and shall be pro-rated for the calendar year in a RY [ ce Page tf of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-SA08C14DC25C Feanchise Ayrecment Randall “Dee danas Racetrack C. Maintenance & Prese 1), question, Thereatler, the fec shall he paid on or before January 10" of each year, The Gruntve shall, at its sole cost and expense, preserve, maintain, repair, and improve the racetrack surface throughout ihe Term of this Agreement in & manner consistent with first-class, professional standards prevailing in the horse racing industry. Such obligations shall include maintaining the racetmck in a condition suitable for safe and lawful operations and ata level capable of meeting or execeding standards required lor expert inspection within the industry. 1, The Grantee shall ensure that the recetruck and operations are subject to periodic inspections. a% reasonably necessary or customary in the horse racing industry, including inspections conducted by qualified independent experts where appropraity 2. The Grantee shall provide to the Commission, on a periodic basis as required by the Commission (hut no less thun annually), a written report detailing the measures undertaken Wp preserve, maintain, repair, and improve the micetrack surface. Such report shall include, without limitation, a summury of maintenance activities, capital improvements, operational enhancements. and copies of any third-party Inspection reports, expert evaluations, certifications, or similar documentation evidencing compliance with applicable indusiry standards. Aéveplunce of Payment. Aceeptunce of any payment by the Horse Raving Commission or the Grantor from Grantee in connection with this Agreement shall not be construed as un accord by or with the Horse Racing Commission or Grantor that the amount paid is, in fact, the correct amount to be paid, nor shall any acceptance of payments be construed as a release of any elaim the Horse Racing Commission of Grantor may hase for further or additional sums owed, pursuant to this Agreement. . Intereston Late Pas ments. In the event thatn Franchise Fee or License Fee payment or other sum fs nol received hy Grantor on or before the due date, or is underpaid. the Grantee shall pay in addition to the payment, or sum due, interest on the balance owed from the due date ata rate equal to ten percent (10%) per annum, Additional Commitments Not Franchise Fee, No term or condition in this Agreement shall in any way modify or affect Grantee's obligation to pay the Franchise Fee and License Pee deseribed in Paragraph 10.0 and 10.b to the Government. Grantee agrees that all other additional conunitments herein are not franchise fees as delined under any federal law, nor ure they to be ollset or credited nyninst any Franchise Fee or License Fee payments due to the Horse Racing Comission, et ra (cx Page 12 of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Founchiye Ayreoment Randall “Dox” Janes Racetrack Gi. Tax Linbility. Payment of the Frunchise Fee and License Fee under this Agreement and other provisions under this Section shall not exempt Grantee from the payment of any generally applicuble license fee, permit fee, or other generally applicable fee, tax or chnrge on the business, beeupation, property or income of Grantee, except us provided by’applicable laws, rules, nnd regulations. Cost of Publication. Giranice shall pay the reasonable costs of newspaper notices und publication pertaining (a this Agreement and any amendments thereto, as such notice or publication is reasonably required by the Horse Racing Commission or applicable law. Pay ment of Fee to the Home Racing Commission. |. Beginning after the Turnover Date, so lony as the amount contributed by the Vi Lottery pursuant to 32 VEC, §246(a)C1 DCvi)(B) to the St Croix Horse Rucing Commission is no less than 12% of its Video Lottery revenue from the St. Croix Ravetrack, Cirantee shall pay annually to the St Croix Horse Rucing Commission, pronied for the first year, any additional amount needed, vver the smonnt paid by the VI Lottery so that the Horse Racing Commission receives the total the total sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000.00) annually, payable in equal quarterly installments 2, Following the fitth (Sth) anniversary of the Effective Date of this Agreement, the Government and the Grantee shall review the commitment to assess whether any adjustinent i warranted based on the actual operating budget of the Horse Racing Commission Payment _on Termination. If this Agreement is terminated for any reason. the Grantee shall file with the [lorse Racing Commission within nincty (90) calendar days of the date ef such termination, & skaement certifying the Ciross Pan-Mutuel Handle from all sources and certified by an independent certified public accountant licensed in the Virgin Islunds, showing the Gross Pari-Mutuel Ifandic trom all sources handled by the Grantee since the end of the previously completed fiscal year. The Horse Racing Commission and Grantor reserve the right to satisty any unpaid financial obligations of the Grantee ta the Horse Racing Commission or Grantor by utilizing the finds available in any security provided by the Crrantee NEL ADMINISTRATION & REGULATION A, Annual Evaluation, 1. The Horse Racing Cummission shali conduct annual performance evuluations (Annual Fvaluations’) of Grantee not fewer than thirty (30) and not more than sixty (60) days after cuch anniversury of the Effective Dute of this Agreement, To facilitate the Annual [valuutions, Grantee shall submit to the Horse Racing Commission tus annual repert, ina form acceptable to the Horse Racing Commission. which shall include n deseription of the improvements 2H tw Page $2 of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Frawhise Agreement Randall “Doo” Jones Racetrack B. NUM. A B. to the Racetrack und uther facilities. the Racetrack’s financial performance for the preceding yeur, and other information relevant to Grantee's performance of its Obligations under this Agreement. Such annual report shall be provided to the Horse Racing Conunission not later than twenty (20) days after cach anniversary of the Effective Date of this Agreement. 3, Annual Evahintion sessions shall: Include review of the Grantee's performance of the terms and conditions of the Franchise and compliance with focal and federal laws and regulations. 4, All Annual Evaluation sesstons shall be open to the public and announced at least one Week in advance in a newspaper of gener! circulation inthe Perritory. 5. Grantee shall fully cooperate with the Horse Racing Commission in all Annual Evaluations, and shall provide such information and documents as necessary and reasonable for the Horse Racing Commission to perform the evaluation. 6, Not later than thirty (30) days after each Annual Evaluation, the Horse Racing Commission shall issue a written report of the results of such Annu! Evaluation, Such report shull be avatlable to the public. Administration and Regulation by the Horse Racing Comimission. The administration of this Agreement and the regulation of Grantee's activities hereunder shall be conducted by the Horse Racing Commission in accordance with the terms of this Agreement and applicable lav, INSURANCE, _ Insurance Requirements. Grantee shall obtain insurance policies as set forth in the Sub-Lease Agreement to lease the Racetrack, Indemnification, Cirantee shall, indemnify, and hold harmtess the Grantor, the Horse Racing Commission, and their employees against any and all claims, including, but not limited to, third party clainis. suits, causes faction, proceedings, and judgments for damages or equitable rclief arising out of the operation or maintenunce of its Live Horse Racine and related activities: provided, however, that Grantee's indemnification obligation shall not exceed $1,000,000 for speciat, incidental and/or indirect danimpes, and provided further that Grantee will not be obligated to indemnify Grantor, the Horse Racing Commission, and their employees for acts cnused or determined to be caused by Grantor, the Horse Racing Commission. or their employees. Subject to the foregoing, and without limiting in any way the Grantee's ubligation to indemnify the Grantor, the Horse Racing Commission, and their employees, set forth above, this indemnity provision also includes, but is not limited to. damuyes and Habilities: 1. To persons or property, in any way arising oul of or through the acts or omissions of the Grantee. 119 contractors. subcontractors, and their officers. employecs, or agents | ss G Pave 14 of 23 Docusign Envelope !D: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Franchise Agrevment Rivalall "Vee" James Racetrack NIV. 2. Arising owt of any claim tor invasion of the right of privucy; tor defamation of any Person, firm or corporation, for the violation or infringement of any copyright, trademark, trade name, service mark, or patent; for failure by: the Grantee to seeure consents frum the owners or authorized distributors of programs to be delivered by he Grantee; or for violation of any other right of any Person: 3, Arising out of Grantee's fiilure to comply with the provisions ofuny fedentl, state, Territorial, or loca! statute, male or regulation applicable to the Grantee with respect 10 any aspec( ul iis business to which this Agreement applivs. LIVE HORSE RACING, OPERATIONS, & COMMUNITY SUPPORT A. Live Horse Racing. Absent force miusjeure events, and with the approval by the B, Commission of the requisite number of eligible horses, beginning in the first full calendar year after the Turnover Date, Grantee shall conduct Live Horse Racing at the Property for a minimum of Wwelve (12) Race Days annually. All Race Day's shall be scheduled by Grantee und epproved by the Horse Racing Commission. Afier the completion and certification of the rucetrack surtace and completion of the barns, during continued construction of the Project, Grantee shall coopérate in good faith with the Government and the Commission, to allow for imerin: horse racing at the Property, if desired by the Commission and as allowed hy law, to the extent such activities do not unrcasonably interfere with the construction activities contemplnted hereunder or puse an unreasonable satety risk, so lang as Grantee is able to procure reasonuble insurance coverage for the event. Subject to the conditions stated above for interim horse racing, Grantee shall conduct at least one Race Day before December 34, 2026, even if construction uctivities must be temporarily suspended to da se Beginning after the Tumover Date, and not later than November | of each year, Grantee shall submit ta the Horse Racing Commission, for its approval. a list of proposed dutes for the rave curds for the ensuing calendar year. The Grantee and the Horse Racing Commission may, upon a showing of extenuating circumstances, agree to fewer race days C. Purses. 1. Minimum Purses. Beginning is the first full calendar vear after the Turnover Date. the total purse tor Kuve Days may be between $800,000.00 and $1.600,00,00 annually us set forth in the Third Amendment to the Vidco Lattery Service Agreement with SGN, Ine. 2. Notwithstanding the foregoing, the Grantec and the Horse Racing Commission may, prior to any race day. agree to a lesser Minimum Purse. D. Training and Scholarships, rt Initial Pape 15 of 23 of (4 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Franchise agreement} Renedall “Piss dames Racetrack i tu sao The Grantee shall estublish und fund a scholarship program for no fewer than two (2) individuals whé are qualified for admission to an accredited institution of higher leaming and who intend to pursue academic studies or professionul training in disciplines deemed by the Horse Racing Commission to be beneficial to the horse rucing industry, The scholarship program shail be jointly developed and administered by the Grantee and the Horse Racing Commission, with consultation and input from recognized Horsemen's Organizations, Priority consideration shall be given to applicants pursuing studies in veterinary medicine or related equine health disciplines, The Grantee shal! contribute Ten Thousand Dollars ($10,000.00) per year toward the scholurship program, sith such amount increusing by five percent ($%) annually on a compounded basis for the duration of the obligation, In the event that, for any ueudemic year, there are no applicants who meet the eligibility criteria established for the scholarship program, or no applicants deemed qualified by the Horse Racing Commission und the Grantee, the Grantee shall not be deemed in default of its scholarship funding obligation for that year. In such event. the funds otherwise allocated for scholarship uwards shall be either a, carried forward and applied to scholarship awards in a subsequent academic year: or b. upon mutual agreement of the Cirantce ond the Horse Racing Commission, redirected to alternative educational, training, or worklorce development initiatives that are demonstrably beneficial to the horse meing Industry, including hut not limited tw veterinary training. equine welfare programs, regulatary education, racetrack maintenance and safety, or apprentice development prognums, Any reallocation or carryfornward of funds pursuant to this subsection shall be documented in writing and shall not reduce, waive, or otherwise impair the Grantee's ongoing annual funding obligation, including applicable annual increases. wf ee The Grantee shall make annual monetary coniribuuons to one or more reputable horse retirement, aftercare. or rehoming organizations or facilities that are recognized us tax-exempt charitable organizations under Section $O1(e3) of the Inmtermul Revenue Code. Phe total amount of such contributions shal! be Phirty Thousand Dollars ($30,000.00) per year. In selecting recipient organizations. preterential consideration shall be given to horse retirement or altercare facilities that are accredited by the (horoughbred Aftercare Allianve (TAA), provided that such organizations are in good standing and otherwise meet applicable eligibility requirements. All recipient organizations shall be subject to upproval by the Horse Rucing Commission. Approved organizations may be afforded reasonable uccess to designated space at the Rucctrnck on live race days, subject to availability at Docusign Envelope ID: 102F8C58-3AF0-8950-807F-5A08C14DC25C Franchise Agreement Rawlatl “Doe” Jane Racetrack und operational considerations, for the purpose of conducting approved charitable, educational, or uwareness-related activities, so long as they do not disparage the Grantee, the Horse Racing Commission, the Horsemen's Organization, or the sport of horse racing. F, Gaming Genter. Grantee may operate the Ganung Center for its video lottery terminals throughout the term of the Video Lottery Service Agreement for St. Croix. The Gaming Center will include 4 bar and concession area und may include on-track and off-track pari-mutue! betting and simulcasting, XV. REPORTS AND RECORDS, A. Quarterly Reporting. SGV, Inc. shall submit quarterly reports of the gaming revenue at the Racetrack to the Department of Sports, Parks and Recreation, the Legislature, the Horse Racing Commission und recognized Horsemen's Organizations. 8. Audits. On an annual basis, upon thirty (30) days” prior written notice, the Horse Racing Commission shall have the right to conduct un independent audit (as described herein) of Cirantee's recards reasonably related to the administration or enforcement of this Agrecinent, In accordance with generally accepted accounting principles. The Horse Racing Commission may hire, at its own expense, an independent certified public accountant licensed in the Virgin Istands, to audit the Grantee's financial recards, In which ease the Grantee shall provide all necessary records to the certified public accoununt, C. Inspections of Facilities, The Government and/or the Horse Racing Commission may inspect upon request any of Grantee's facilities und equipment to confirm performance under this Agreenient at any time upon at least twenty-four (24) hours” notice, or, in case Of an emergency, upon demand without prior notice. 1. False Statements. Any intentional false or misleading statement or representation EF, NVI. in any report required by this Agreement may he deemed a material vighition oF this Agreement and may subject Grantee to all remedies. legal or equitable, which ure available under this Agreement and applicable law. , Dycuments Property of Government, All documents, books, records, instructional materials, programs, printouts und memoranda of every description derived therefrom and provided to the Government or Commission pursuant to this Agreement shall become the property of the Government and shall be tumed over to it at the termination of this Agreement. The above described materials shall not be used by Grantee or by any other person or cnlity except upon the written permission of the Government FORCE MAJEURE Ri Pave 17 of 23 Docusign Envelope !D: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Franchise Agrecment Ritatl “Dae” James Racetrack In the event that either Party including SGVI's architects, engineers, contmactars or sub-contractors-shall be:delayed or hindered in or prevented from the performance required under this: Agreement, including without limitation, the performance of the Project, by reason of-sirikes, lock-tiuts, Act of Ged, inability to procure labor, or muterials, legislation of regulailon, riots, insurrection, war, pandemic, hurricane or other weather-related ovcurrence. ur other reugyons beyond the reasenuble contral ofa Party (cach, n “Force Majeure Delay”). then the performance of such uct shut he excused fur the period of deluy and the performance of any such act shall be extended fora period equivalent to the period af each delay. XVH. DISPUTE RESOLUTION Dispute Resolution, Any dispute between the Parties 4s te the interpretation, performance or alleged breach of this Agreement und any controversy between them oF claim by either of them, whether sounding in ton or contract, arising out of or relating ty this Agreement or the conduct of the Parties, their agents and/or representatives, (collectively, a Dispute") shull be the subject of the following dispute resolution procedures: A. Following written notice by one Party to another of a Dispute, the Parties shall utlempt to settle such Dispute i the first Instance by mutual discussions between their respective designated representatives, Failing such resolution, the authorized representative(s) of the Gavermment and Cirnice shall meet to resolve such Dispute, [a settlement of any such Dispute or difference is not reached within SIXtY (60) days after such notice of Dispute is delivered. then the provisions of (17) below shall apply. B. If the settlement of any Dispute is not reached, then the Parties agree to mediate the disputed mutter, Should medintion not result in a mutually accepted resolution of the disputed matter, then cither Party may file an action, suit, or proceeding ina court of competent jurisdiction in the United States Virgin Islands, C. This Agreement will continug «) be performed according to its terms during the Dispute Resolution Process, including court proceedings and any appeals. XVI FRANCHISE TRANSFER The rights under this agreement shall not be assigned or transferred. in whole or in part. Without the prior written consent of the Grantor, whieh consent shall not be unreasonably withheld in accordance with Section 9, XIX. REPRESENTATIONS AND WARRANTIES OF GRANTEE Grantee hereby represents and warrants as of the date hereof and as of the Effective Date that: A. Orgunization and Authorijy. Grantee has been duly organized and is vattdly existing and in good standing under the iws of the U.S. Virgin Istands, with ull necessary power and authority t6 enter into, deliver und perform all its cob sligations initial Page 18 of 23 & Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Franchise Agreement Rundall "Doe" James Racatrack XX. . under this Agreement (including a Valid license 1 do business in the U.S, Virgin Islands), (Que Authorization: Enforegabili,. This Agreement hus been duly authorized and constitutes the legal, valid and binding obligations of Grantec, and assuming the due authorization, execution and delivery of this Agreement by the Government and the Horse Racing Commission, fs enforceable against Grantee In accordance with its terms. Grantee has thy absolute and unrestricted right, power, authority, and capacity t execute and deliver this Agreement and to perform its obligations under this Agreement. -No Conflict, Neither the execution and delivery of this Agreement nor the consummation ar pertomiunce wt any of the trunsactions contemplated by. this Agreement will, dircetly or indirectly (with or without notice or lapse of time) contravene, contlict with or result in a violation of (i) uny provision of Grantee's organizational documents, (if) doy contract or other agreement by which Grantee is bound, or (iii) any resolintions adopied by Cirantee's board of directors, members, or stockholders or (iv) contravene, conflict with, or result ina violation of applicable law to which Grantee or its affiliates may be subject, There are no actions, suits or other proceedings pending or, to the best of Grantee's knowledge. threatened ngninst or affecting Grantee or its atftliates befare any court or administrative body or arbitral panel that could reasonably be expected to hive a material adverse effect on Grantee’s ability to pecform its obligations of this Agreement, 1), Consents and Notices. Grantee is not required to vive any notice ty or obtain any approval, consent. ratification. waiver or other authorization of any person in eonnectian with the execution and delivery of this Agreement or the consummation or performance of any of the (masdetions contemphited by this Agreement, fo Litigation. Neither Grantee vor any of its atfilintes is involved in any litigation, arbitration. or claim against the Government, or the Horse Racing Comunission, except for claims arising in the ordinary course of Grantee's business, F. Solvency. ‘here are no bankruptcy, reorganization or receivership proceedings fue} E pending against, being contemplited by, or. tw its actual knowledge, threatened against Grantee or any of the shareholders of Grantee, Grantee is solvent G. Financial capacity. Grantee has the Mnancial capacity to undertake its obligations under this Agreement. SEVERABILITY If any Section, subsection, paragruph. term or provision of this Agreement ix determined to be iMegal, invalid or unconstitutional bs any court of competent jurisdiction or by any slite or federal regulatory authority having jurisdiction thereot, such determination shall have no effect on the validity of any other Section, subsection, parapraph, term or provision of this Agreement, all of which will remain in full foree and effect for the term of the Agreement ar Paye 19 af 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Franchise Ayreement Randall “Dae” James Racesrack XXL MISCELLANEOUS PROVISIONS. A, Governing Law: ‘The laws of the 1,8. Virgin Islands shall govern this Agreement in all respects. Jurisdiction over all disputes arising under this Contract is exclusive in the Courts of the United Sutes Virgin Islands, B. Successors And _aAssiuns:; Government and Cirantee bind themselves, their successors, assigns, execiors, ddministrators and other legal representatives to the other party hereto ond to suceessors, assigns, executors, administrators and other legal representatives of such other party in respect to all terms and conditions of this Agreement. C. Notices: Any notice required to be given herein shall be deemed to have been given to the other party if (1) given by first class mail, registered or express mail. courier service, or hand delivery; or (21 by email, provided that such notice is alse confirmed and made by first class muil, registered or express mail, courier service, or hand delivery to the following addresses: if to Government: Attention: Attorney General V1. Department of Justive 3438 Kranprindsens Gade GERS Building, 2 Floor St, Thomns. VI 06802 With a copsito: Office of the Govemar Attention: Governor and Governor's Chief of Staff Government | louse 21-22 Kongens Gade Charlotte Aniuilic, St Thomas 00804 and Department of Property and Procurement Attention; Commnssioner 8201 Subbase Building |, 3% Floor St. Thomas, V1 Q0802 and Department of Sporis Parks & Recreation Attention: Conimigsioner $201 Subbase, Surte 206 St. Thomas, Vib GOX802 Zt Paue 20 of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 140C25C hranchise Agreement Rarudatl Doe” damer Racerviek if to Grantee: SGVI. Inc. Attn: Robert E, ifuckabee 232 Causeway Wrive, Suite 2A Wrightsville Beach, North Carolina 28480 Email bobby@ispvi.com With a copy to: Womble Bond Dickinson (US) LLP Attention: Juson C. Licks 201 Kast Main Street, Seite P Charlottesvilic, VA 22902 Email: Jason, icks@whd-us.com and Mark N, Poovey Poovey Law Firm. PLLC 1428 Scotlund Avenue Charlotte, NC 28207 Email: Mark@PooveyLawFirm.com All notices shall be effective upon receipt. Throughout the term of this Agreement, Grantee shall maintein and file with the Grantor o designated legal or local address for the service of notices by mail, Id. Non: Waiver: Any waiver of any default by cither Party to this Agreement shall not constitule waiver of any subsequent default, nor shall it Opemle to require cither Party to waive, or entitle other Party to a waiver of, any subsequent default hereunder, Nothing in this Agreement shall be to interpreted limit the regulaton und enforcement powers of (he Government of the U.S. Virgin Islands or any of its Agencies or Instrumentalities E. Captions: The Captions and headings of this Agreement are for convenience and reference purposes only und shall not affect in any way the meaning or interpretation of any provisions of this Agreement. F. Entire Aurcement: Vhis Agreement, together with the Sub-Lease and the Third Amendment to the Video Lottery Agreement and the Authorizing Legislation attached hereta, constitutes the entice understanding and contract between the Parties hereto with respect in the development and operation of the Property. and supersedes prior and contemporaneous written and oral contracts between the Parties and their predecessors in interest regarding the development and operation of the Property a (ce Hage 28 of 23 4) Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Frunchisa Agreanent Kandall "Dor" dames Ravvtreek G. Authority to Amend; This Agreement, or any provision thereof, may not be changed, altered, umended, modified, waived, or terminated orally, except as spevifically provided, and uny such change, alteration, amendment, waiver, or modification must he in wring und executed by the Parties hereto with the approval of the Governor of the U.S, Virvin Istands. H. No Ageney or Parinershia: | in understood that in fulfilling fs duties under this Agreement, Grantee shal! be-actiag as an independent contractor. Purthermore, no express or implied term. provision, or condition af this Agreentent shall be deemed toy constitute the parties ay partners or joint vernturers. {. Preferential or Discriminzton Prictices Prohibited: Cirantee shall not diseriminate in hiring, employment, or promotion on the basis of mee, color, creed, ethnic or national origin, religion, age, sex, sexual orientation, marital status, or physical or mental disubility, Throughout the term of this Agreement, Grantee shall fully comply with all cqual employment or nondiscrimination provisions and requirements of federal and local baw. J. Contlict of Interests, 1, Grantce covenants thal it has no interest und shall not acquire any interest direct of indireet. which woul! conflict in any manner or degree with the performance of services required to be performed under this Agreement 2, Grantee further covenants that it is: a. not a territorial atlficer vr employee (i.e.. the Governor, Licutenant Goavemor, member of the Legislature, or any other elected territarial official; or an officer or employee of the legislative, executive, or judicial branch of the Government or any agency, board, commission, or independent instrumentality of the Government. whether compensated on a salary, fee, or contractual basis); or b. a territorial officer or employee and, as such, has: i familiarized usclf with the provisions af Title 3, Chapter 37 of the Virgin Islunds Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof: li not made, negotated, or ufluenced this Agreement, in its official capacity, and iii no financial interest in the Agreement as that term is defined in section [L01(1) of satd Code chapter *~*Remuinder of Puge Jotentionally Left Blank*** [Signatures on Following Pages] 1 rf ce Huge 22 of 23 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C Frawhlay! Agreement Rutidall “Doc” Janes Ruvetrig’ The Parties executed this Agreement under their several sealssthe day and year lirst written above. by the Parties’ duly authorized representatives as indicated by their signatures below, FOR GRANTEE: SG i Ca imine. = Ry wy | Robert E. Huckabee, Hl lis: President FOR GRANTOR: GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS By owed a Name: Dodse James, Chairperson St. Croix Horse Rucing Commission 145 Name: ‘The Honorable Albert Bryan r; Governor ol the United States Virgin Ishinds APPROVED AS TO LEGAL SUFFICIENCY VIRGIN ISLANDS DEPARTMENT OF JUSTICE ‘Signed by: By { cord. Pica Vithe ‘Kiforney General APPROVED LEGISLATURE OF THE VIRGIN ISLANDS Ry: Dive Hlonorable Milton F. Patter Senate President Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C 14DC25C (eanchise Agredmwnt Randall “Poe” Jamis Rucetrack EXINBIT A SUB-LEASE AGREEMENT Kf [a WHID (1S) 19 86-9122-TH IOV 4 Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Heunchise Agreement Randall “Doe” dames Racetructk EXHIBIT B THIRD AMENDMENT TO VIDEO LOTTERY SERVICES AGREEMENT ®s [@ et WEEE EIN 408 | LET! Docusign Envelope ID: 102FBC58-3AF0-8950-807F-5A08C14DC25C Franchite Agreement Rarutall “Dia” Jaties Rucwtreck EXHIBIT C AUTHORIZING LEGISLATION WHULD CUS} 493 G04 | 22-7529 4 Rit