0001047469-12-003709 Sample Contracts

FIRST AMENDMENT AND WAIVER TO ASSET AND EQUITY PURCHASE AGREEMENT
Asset and Equity Purchase Agreement • March 30th, 2012 • Affinity Gaming, LLC • Hotels & motels

This FIRST AMENDMENT AND WAIVER TO ASSET AND EQUITY PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 17, 2011 by and between Affinity Gaming, LLC, a Nevada limited liability company (“Seller”) and Golden Gaming, Inc., a Nevada corporation (“Buyer”). Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the AEPA (as defined below).

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LEASE AGREEMENT
Lease Agreement • March 30th, 2012 • Affinity Gaming, LLC • Hotels & motels

THIS LEASE (this “Lease”) is made as of February 29, 2012 (the “Effective Date”), by and between AFFINITY GAMING BLACK HAWK, LLC, a Colorado limited liability company (“Landlord”), and GOLDEN MARDI GRAS, INC., a Nevada corporation (“Tenant”).

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 30th, 2012 • Affinity Gaming, LLC • Hotels & motels

This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of February 29, 2012 by and between Affinity Gaming, LLC, a Nevada limited liability company (“Buyer”) and Golden Mardi Gras, Inc., a Nevada corporation (“Seller”). Each party named above is a “Party,” and collectively are referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings provided in the APA (as defined below).

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