“Affiliate&rdquo means a subsidiary of Full House Resorts, or a company under common control of Full House Resorts, that does business on the premises of Stockman’s Casino or any other casino gaming premises.

“Chairman” means the Chairman of the Committee.

“Committee” means the Company’s Compliance Committee.

“Company” means Full House Resorts.

“Compliance Officer” means the employee of the Company responsible for addressing day-to-day inquiries and issues regarding the Company’s compliance efforts and the Company’s Compliance Policies.

“Compliance Plan” means this Compliance Plan.

“Compliance Policies” means this Compliance Plan and any financial, litigation, internal control, and tax policies or programs of the Company that are of a legal or ethical nature.

“Compliance Program” means the entire compliance structure within the Company, encompassing the Compliance Plan, all Compliance Policies, and the activities of the Compliance Officer and the Compliance Committee.

“Consultant” means a person other than a Professional Advisor, engaged by the Company to furnish advisory or other services that are reasonably expected to further specific gaming activities or gaming business of the Company for total compensation which exceeds $75,000 per year.

“Executive Officer” means the board of directors of the Company, all persons licensed by the Gaming Control Board in conjunction with the Company or any of its Affiliates and any person who serves as the chief executive officer, chief operating officer, the general manager, or the chief financial or accounting officer and all vice presidents and director-level employees of the Company.

“Formal Allegations” means a written notice from (1) a gaming or alcohol regulatory body or (2) other governmental agency concerning alleged wrongdoing on the part of the Company or any of its Affiliates, in which the alleged wrongdoing, if true, would have a adverse effect on the objectives of gaming control or violate Compliance Policies.

“Formal Criminal Charges” means criminal charges brought against the Company, any of its Affiliates, or an Executive Officer of the Company or any of its Affiliates.

“Gaming” means those activities defined in Nevada Revised Statutes 463.0153 or any other Gaming Law.

“Gaming Authorities” means the Nevada Gaming Authorities and any other governmental official or authority having jurisdiction to license, regulate, or supervise the gaming activities of the Company.

"Gaming Control Board" means the Nevada State Gaming Control Board.

“Gaming Device” has the meaning as defined in Nevada Revised Statute section 463.0155 or any other Gaming Law provided that the definition is no less restrictive than the NRS definition.

"Gaming Establishment" has the meaning as defined in Nevada Revised Statute section 463.0169 or any other Gaming Law provided that the definition is no less restrictive than the NRS definition.

“Gaming Laws” means the Nevada Gaming Control Act and the regulations of the Nevada Gaming Commission, and the laws of any other jurisdiction in which the Company conducts gaming activities.

“Government Officer” means a governmental official, a law enforcement officer, or a peace officer of the United States of America or any State therein and its political subdivisions.

“Independent Agent” (also commonly known as a “junket representative”) has the meaning as defined in Nevada Revised Statute section 463.0164, or under the provisions of any similar statute, regulation, rule or ordinance of any other applicable Gaming Authority.

“Internal Reporting System” means the information collection, assessment, and reporting system created by this Compliance Plan.

“Key Employee” means any supervisory employee of a gaming department or division of the Company.

“Law” means the duly enacted statutes, ordinances, regulations, or similar enactments of the United States of America or any state therein and its political subdivisions.

“Lobbyist” means any Person engaged by the Company or any Affiliate to perform lobbying activities on any of their behalf.

“Major Development” means any development that substantially affects, alters, or expands the Gaming activities of the Company or any of its Affiliates. Included in “Major Development” are any disciplinary actions brought by a Gaming Authority or Government Officer with respect to the Gaming activities of the Company or any of its Affiliates, any change in control of the Company or the approval of the Company or any of its Affiliates as the Operator of a foreign gaming operation or activity.

“Manager” means a person elected by the members of the Company who holds management authority and responsibility.

“Material Civil Litigation” means litigation against the Company or any of its Affiliates seeking recovery in excess of $500,000.00.

“Material Financing” means public or private equity or debt financing for the Company that exceeds $1,000,000.00.

“Material Transactions” means a transaction that pertains to the acquisition or disposition of assets where the value given or received by the Company or an Affiliate exceeds $500,000.00. The term also includes any transaction involving a change in the ownership of the Company or an Affiliate or any change in the ownership of any landlord.

“Minutes” means the record of meetings of the Committee.

“Nevada Gaming Authorities” means the Gaming Control Board and the Nevada Gaming Commission.

“Person” means any association, corporation, firm, partnership, trust, or other form of non-governmental business association, as well as a natural person.

“Professional Advisor” means a licensed attorney, accountant, architect, engineer, real estate agent or broker, or any other professional regulated by a state licensing board, an investment banker regulated by federal regulatory authorities or licensed investigators retained by the Company to assist in compliance with Gaming Laws or with the Compliance Policies.

“Unsuitable Person” means a person who has been determined to be unsuitable to be associated with a gaming licensee either by a Gaming Authority or by the Company through independent investigation by the Company or a person who is commonly and publicly considered to be notorious and unsavory by virtue of his conduct or affairs. The term may also mean, depending on the circumstances, a person who has been denied licensing; found unsuitable, disqualified, or otherwise similarly disapproved by a Gaming Authority; or any person convicted of a felony involving moral turpitude, any gaming law, narcotics' law, or any theft-related law within the past five years or such longer time period as may be applied by Gaming Authorities other than Nevada.

“Unsuitable Situation” means an event, circumstance, or activity that adversely affects the objectives of gaming control by actually diminishing the public faith in the ability of the Gaming Authorities to protect the public interest.

ARTICLE II

COMPLIANCE PROGRAM

2.1 Company Policy .

The Company will exercise its best efforts to identify and evaluate situations arising in the course of the business of the Company that may have a negative effect upon the objectives of gaming control. Generally speaking, a situation adversely affects the objectives of gaming control if it has an adverse effect on the public faith in the ability of the Nevada Gaming Authorities or other Gaming Authorities to ensure that licensed gaming is conducted honestly and competitively and that gaming is free from criminal and corruptive elements. The policy of the Company is to conduct its business with honesty and integrity, and according to the highest moral, legal, and ethical standards.

The Gaming Authorities required the Company to establish these procedures to enhance the likelihood that no activities of the Company or any Affiliate would impugn the reputation and integrity of the gaming industry or negatively impact upon the Company's reputation and integrity.

The Compliance Committee is being established to review and evaluate compliance efforts and recommend courses of action to the Company. The Committee serves as a backdrop for critical regulatory issues and implementation and authorization of broader-range investigatory programs.

2.2 Term, Duration and Modification of Compliance Plan.

The Compliance Plan becomes effective on the first business day immediately following the date on which the Company’s Directors have approved the Compliance Plan. The Compliance Plan shall remain in effect so long as it is required by the Nevada Gaming Authorities or any other Gaming Authority and may not be rescinded without the administrative approval of the Chairman of the Gaming Control Board. The Compliance Plan may be amended or modified by the Company’s Directors upon the approval of or at the direction of the Chairman of the Gaming Control Board. The Director shall notify the Nevada Gaming Authorities of any proposed amendments, modification, or termination of the Plan in writing at least ten (10) working days prior to such proposed action.

2.3 Reporting Compliance Policy Violations .

The Company and its Affiliates take adherence to its Compliance Policies very seriously. Willful violations of any provision of the Company’s Compliance Policies may be grounds for summary termination of employment.

Company employees have an obligation to report immediately any suspected violations of any of the Compliance Policies of the Company or its Affiliates. Whenever possible, such reporting should be to the employee’s immediate supervisor or directly to the Compliance Officer. The Company and its Affiliates will not take action against an employee for reporting a potential Compliance Policy violation.

The Compliance Officer shall establish a system by which the Company and Affiliate employees may anonymously report to the Compliance Officer suspected violations of the Compliance Policies or otherwise be assured that their identity will remain confidential. The Compliance Officer shall not disclose the identity of any employee who anonymously reports a suspected violation.

ARTICLE III

SELECTION AND APPOINTMENT OF COMPLIANCE COMMITTEE

3.1 Composition of Committee .

The Committee shall have at least three (3), and not more than seven (7), members. One member of the Committee shall be a person experienced in the gaming regulatory process who is familiar with Nevada gaming laws and who is independent of the Company, or in the absence of such a member, the Committee shall retain legal counsel familiar with Nevada gaming laws to serve the Committee. The Company’s Chief Financial Officer and Chief Accounting Officer will serve as ex officio members of the Committee.

The members of the Committee should be individuals who, by virtue of their familiarity with law enforcement, regulated businesses, the business activities of the Company and its Affiliates, or gaming control, are sensitive to the concerns of Gaming Authorities and capable of determining the existence or likelihood of an Unsuitable Situation.

3.2 Appointment and Approval of Committee Members .

The Committee members shall be appointed by and shall serve at the will and pleasure of the Company’s Board of Directors. The Board shall designate one of the members to serve as Chairman of the Committee. The members of the Committee must be administratively approved by the Chairman of the Gaming Control Board.

3.3 Changes in Committee Composition .

Appointments to or resignations from the Committee will be reported in the Minutes. The Company must appoint a replacement member of the Committee within ten (10) working days of any resignation or removal from office. The Company shall notify the Gaming Control Board of the appointment, resignation, or removal of a member of the Committee within ten (10) working days of such appointment, resignation, or removal.

3.4 Compensation of Committee Members .

The Company shall prescribe the amount of compensation to be paid to any non-employee member of the Committee for his or her services and reimburse each member of the Committee for his or her reasonable costs and expenses incurred in the discharge of Committee duties and responsibilities. The Company shall indemnify and hold harmless all Committee members to the fullest extent permitted by law.

3.5 Compliance Officer Liaison .

The Compliance Officer in conjunction with appropriate counsel, shall serve as liaison between the Company and the Committee. The Company shall notify the Gaming Control Board in writing any resignation or removal of its Compliance Officer within ten (10) working days of such resignation or removal.

ARTICLE IV

MEETINGS OF THE COMPLIANCE COMMITTEE

4.1 Quorum and Meeting Procedure.

The presence of a majority of the members of the Committee constitutes a quorum for the purpose of conducting Committee business. Meetings of the Committee may be conducted by means of a telephone conference. All actions by the Committee require a majority vote of the members present.

4.2 Quarterly Committee Meetings. The Committee shall meet quarterly to review the information the Compliance Officer has gathered through reports, investigations, or otherwise. In an urgent situation, a special meeting of the Committee may be called by any Committee member or Compliance Officer in coordination with the Chairman. Such meetings may be conducted in person or by telephone. As required by the circumstances, the Compliance Officer, with the approval of the Chief Executive Officer, is authorized to issue preliminary approval of a proposed transaction or direct such other action as warranted, subject to the later action of the Committee.

4.3 Committee Meeting Minutes. The Committee shall maintain Minutes recording the business considered and decisions rendered by the Committee at each meeting. Copies of the Minutes and documents upon which the Committee based the decisions reflected in the Minutes shall be provided to the Gaming Authorities within ten (10) working days of approval of the Minutes by the Committee. In those matters in which no action is taken by the Committee, the Minutes shall reflect the reasons why no action was deemed appropriate.

ARTICLE V

DUTIES AND RESPONSIBILITIES OF COMPLIANCE COMMITTEE AND COMPLIANCE OFFICER

5.1 Summary of Compliance Functions .

The Committee shall investigate any information available concerning activities that might constitute an Unsuitable Situation, Major Development, or violations of Compliance Policies. The Committee may formulate a recommendation to the Company or its Affiliates on a course of action to appropriately address the specific event, transaction, circumstance, or situation as it determines is warranted. The Committee will coordinate and assist the security, surveillance, and internal audit divisions and other individuals or committees within the Company or within an Affiliate to achieve a coordinated effort to accomplish the Company’s Compliance objectives.

5.2 Internal Reporting System .

The Company shall establish a reporting system through which responsible Company employees will respond to the Compliance Officer on a quarterly basis any matters covered by sections 5.6 through 5.18 of this Compliance Plan. The Compliance Committee shall use the resources of the Company or appropriate outside consultants or contractors to fulfill their responsibility for supervision and administration of the Internal Reporting System.

The Compliance Committee may investigate any question, matter, association, or issue arising or appearing to arise within the purview of the Internal Reporting System. The success of the Internal Reporting System depends on coordination with all of the other departments of the Company and its Affiliates to ensure that matters requiring review by the Committee are brought to the Committee's attention. Accordingly, the various departments, divisions, and Affiliates of the Company shall cooperate with the Compliance Committee and the Compliance Officer.

5.3 Preparation of Record of Investigations .

The Compliance Officer shall prepare and maintain a chronological record of all investigations undertaken by or on behalf of the Committee.

5.4 Review of Reported Information .

The Committee shall review information and reports developed by the Compliance Officer. Before each quarterly meeting of the Committee, the Compliance Officer shall submit a report of the investigations conducted for the preceding quarter to the members of the Committee and a copy of the Compliance Committee reports to its outside counsel.

5.5 Reporting Detail .

Reports to the Committee and the Minutes of meetings of the Committee shall contain that level of detail necessary and appropriate to permit a well-reasoned decision by the Committee members on each subject considered.

Except in circumstances indicating that reliance is unreasonable or unwarranted, independent investigation is not required with respect to information that is widely disseminated or otherwise a matter of public knowledge and such information may be excluded as the subject of a Committee report unless the information bears directly on an issue to be considered by the Committee.

Unless the Committee or Compliance Officer believes it is otherwise warranted, independent investigation of parties to a transaction is not required in instances where such other party is regulated by a governmental agency, such as a publicly-held company subject to regulatory and reporting requirements of the Securities & Exchange Commission, a financial institution regulated by federal authorities, or a company or individual regulated or licensed by a Gaming Authority or other regulatory authority of a foreign jurisdiction, other than to determine such other party’s standing with such governmental agency.

5.6 Notices Concerning Unsuitable Persons .

The Company’s Compliance Officer is designated to receive notices from all Gaming Authorities concerning business associations of the Company or of transactions with Unsuitable Persons. On receipt of any such notice, the Compliance Officer shall advise the Committee as appropriate and recommend any action as may, in the Compliance Officer’s opinion, be necessary or appropriate.

5.7 Record of Material Civil Litigation .

The Compliance Officer shall direct the Person or Persons authorized to accept legal service of process on behalf of the Company or its Affiliates to provide to him or her all information concerning all litigation involving the Company or any of its Affiliates and shall maintain a record of all relevant Material Civil Litigation. The Compliance Officer shall deliver a report of all Material Civil Litigation to the Committee on a quarterly basis.

5.8 Sales of Gaming Devices .

The sale, disposition, or interstate shipment of Gaming Devices outside Nevada are subject to various federal and state laws and must be approved in advance by the Company’s Compliance Officer. The Company shall maintain reports of sales or other dispositions in accordance with Nevada Gaming Commission Regulation 14. The report of sales of gaming devices within Nevada must contain the following information:

(a) Name and address of buyer.

(b) Description of the Gaming Devices, including serial numbers where applicable.

(d) The location to which the Gaming Devices were shipped or transported by the Company.

(e) Identification of any broker or finder involved and an explanation of compensation arrangements with that broker or finder.

(f) A copy of all documentation related to the sale or other disposition of the Gaming Devices.

5.9 Material Transactions .

Prior to entering into a Material Transaction, the Chief Financial Officer or other Executive Officer shall, as soon as practicable, advise the Compliance Officer and the Committee of the proposed transaction. The Compliance Officer on his own or at the direction of the Committee shall investigate the principal officers and controlling Persons of the other parties involved in or associated with all Material Transactions and with any other Persons involved in or associated with all Material Transactions.

Without limiting the foregoing, the following minimum information shall be provided to the Compliance Officer or Committee for review:

(a) Name and address.

(b) Legal form of the other parties, such as corporation, general or limited partnership, limited liability company, or joint venture.

(d) Geographical area where business is conducted.

(e) Names and addresses of all directors and principal officers of the other parties, and names and addresses of shareholders, general partners and limited partners, as applicable.

(f) Brief statement of the reasons for the proposed transaction.

(g) Specific laws under which the business operation is permitted, if relevant.

(h) Identification of any Person such as a broker or finder who is to receive any form of compensation for suggesting, proposing or arranging the transaction, and a narrative explaining the arrangement for such compensation.

5.10 Major Developments.

A Compliance Officer or any Executive Officer with knowledge of a Major Development shall report such development to the Committee as soon as practicable for its review and appropriate action.

5.11 Material Corporate Financings.

Before the Company commits to a Material Financing, the Chief Financial Officer or Chief Accounting Officer as appropriate, shall prepare a report for the Committee containing the following information:

(a) Source of the funds.

(b) Disclosure of any relationship among the Company and any other parties to the proposed financing.

(c) Identification of any finder, broker or other Person who is to receive compensation in connection with securing, arranging, negotiating or otherwise dealing with the proposed Material Financing.

The Committee shall conduct any further or supplemental investigation warranted by the facts or assessments contained in the report.

5.12 Transactions With Suppliers of Goods and Services.

The Company intends to prevent Unsuitable Situations that could arise if the Company or its Affiliates were to conduct business with Unsuitable Persons on a systematic or continuous basis. The Company’s Chief Financial Officer or Chief Accounting Officer, as appropriate, shall keep the Committee informed of all suppliers of goods and services whose annual aggregate sales to the Company or one of its Affiliates exceed U.S. $500,000.00. For such suppliers, the Committee shall determine whether, and to what extent, a suitability investigation should be performed on the supplier, or its officers and directors.

Further, irrespective of the amount of annual aggregate purchases from any supplier by the Company, if the Committee discovers through any source of information that the Company is doing business with an Unsuitable Person or a Person who may be an Unsuitable Person, the Compliance Officer shall investigate that Person’s suitability. The Compliance Officer shall report the results of the investigation to the Committee for review and appropriate action.

5.13 Lessees.

The Company intends to prevent Unsuitable Situations that could arise if the Company or its Affiliates were to lease space at the Stockman’s Casino to Unsuitable Persons. The Company’s Chief Financial Officer or Chief Accounting Officer, as appropriate, shall keep the Committee informed of all prospective leases for space at the Stockman’s Casino or any other gaming location managed or operated by the Company or its Affiliates. For such prospective lessee, the Committee shall determine whether, and to what extent, a suitability investigation should be performed on the lessee, or its officers and directors.

5.14 Suspicious Activity Reports and Internal Audit Reports.

The Chief Accounting Officer shall provide a quarterly report to the Committee of all Suspicious Activity Reports by Casinos (SARC) filed with FINCEN and all Internal Audit reports prepared during the preceding quarter. The Compliance Committee may request copies of any exception reports generated by any department at the Stockman’s Casino or any other gaming location managed or operated by the Company or its Affiliates either on a regular or specific basis.

5.15 Officers .

The Company shall exercise care to ensure that prospective Executive Officers, or key employees of the Company or its Affiliates are not Unsuitable Persons. The suitability of prospective Executive Officers shall be investigated and reviewed. When appropriate, the background of prospective key employees will be investigated and reviewed. Each prospective Executive Officer and each key employee required to be investigated shall be required to prepare and submit to the Company a form approved by the Committee. The Company shall investigate the information submitted by a prospective Executive Officer or key employee. The investigation shall include information including but not limited to (a) past employment history; (b) law enforcement agency checks; (c) immediate family background; and (d) such other information as deemed necessary by the Company. If any derogatory information is uncovered by the investigation and the Company desires to hire such individual notwithstanding such derogatory information, the matter shall be decided by the Company. The Company’s decision will be reported to the Committee.

5.16 Consultants, Independent Agents and Lobbyists .

The Company and its Affiliates shall exercise care to ensure that Consultants, Independent Agents and Lobbyists employed or compensated by the Company or any of its Affiliates are not Unsuitable Persons. The Company shall provide a quarterly report to the Committee listing all Consultants, Independent Agents and Lobbyists and their responsibilities. When appropriate, the background of prospective Consultants will be investigated and reviewed. The Committee may recommend to the Company that additional background investigation be conducted on any Consultant.

5.17 Review of Other Persons Involved in Gaming.

The Committee shall on a quarterly basis review the activities of the Company's lenders, holders of indebtedness, and any other person who may be either directly or indirectly involved in the ownership of or financing for the Gaming Establishments to ensure that no such person exercises undue influence or control over the Company's gaming activities or operation of its Gaming Establishments.

5.18 Omnibus Compliance Reporting.

The Compliance Officer and each of the Executive Officers shall bring to the Committee's attention any matter that in their sole opinions warrants review by the Committee, including but not limited to violations of any of the Company’s Policies by any employee of the Company or an Affiliate. The Committee shall determine whether, and the extent to which, any further action is necessary or appropriate in the situation.

5.19 Reports of Acts of Wrongdoing .

The Company’s Executive Officers and the Executive Officers of each of the Company’s Affiliates shall report immediately to the Committee any criminal or material civil investigation involving the Company or any of its Affiliates. The Committee shall report to the Company’s Board of Directors information concerning any criminal investigation and shall report any Formal Allegations or Formal Criminal Charges against the Company or any of its Affiliates or any Executive Officer of the Company or its Affiliates that may involve the following circumstances:

(a) Any criminal action involving (i) a felony; (ii) a misdemeanor if it relates to the Company’s or Affiliates’ business operations; (iii) any crime against the Company involving embezzlement or larceny; or (iv), a violation of any Gaming Law.

(b) Material administrative actions by a Gaming Authority relating to a gaming license or gaming approval held by the Company.

ARTICLE VI

REPORTING INFORMATION TO GAMING AUTHORITIES

6.1 Annual Report to Nevada Gaming Authorities.

6.1.1 Annual Report.The Committee shall prepare and submit to the Nevada Gaming Authorities an annual report summarizing the activities, assessments, and decisions of the Committee for the preceding year.

6.1.2 Annual Meeting.Each calendar year the Compliance Officer shall request whether or not a meeting is required with the Chairman of the Gaming Control Board in order to review the Company’s Plan, Compliance Policies and the activities of the Compliance Committee over the preceding 12 months.

6.2 Confidentiality of Reports and Documents .

All reports, notices, and other documents prepared, compiled, or otherwise maintained in connection with the Compliance Plan shall be privileged and confidential in accordance with all provisions of applicable law. Investigative files developed in accordance with any provision or requirement of the Compliance Plan will be maintained in the office of the Compliance Officer on a confidential basis. Such reports, notices, documents, and files will be available for inspection, review, examination, and duplication by the members of the Committee provided the applicable Laws protect the confidentiality of such reports, notices, documents, and files. The Company’s Board of Directors shall adopt and comply with an appropriate retention and destruction procedure governing such reports, notices, documents, and files.

6.3 Action at the Request of the Chairman of the GCB.

The Chairman of the Gaming Control Board may request the Compliance Officer and /or the Compliance Committee to review, study or investigate particular transactions, relationships, incidents or subject matters relating to the Company’s Compliance Plan or activities. The Compliance Officer, where appropriate, shall prepare a written report to the Committee regarding any such assignment, and shall submit same to the Chairman of the Gaming Control Board on behalf of the Committee within a reasonable time of the date of completion.

ARTICLE Vll

INDEMNIFICATION

The Company shall indemnify and hold harmless all Compliance Committee members and the Compliance Officer to the fullest extent possible under applicable laws, the Articles of Incorporation and the bylaws of the Company.