August 22, 2016 Z Capital Affinity Owner, LLC c/o Z Capital Partners, L.L.C. Two Conway Park Lake Forest, IL 60045 Attention: James J. Zenni, Jr., Martin Auerbach and Andrei Scrivens Re: Rollover Investment Commitment Ladies and Gentlemen:Rollover Investment Commitment • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels • Nevada
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each of Z Capital Partners Fund Holdings I, L.L.C., Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., Z Capital HG, L.L.C., Z Capital HG-C, L.L.C., Z Capital CUAL Co-Invest, L.L.C., and Z Capital Partners GP I, L.P. (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of Shares described in Section 1 below to Z Capital Affinity Owner, LLC, a newly formed Delaware limited liability company (“Parent”), in exchange for equity securities of Parent or its sole member as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Affinity Gaming, a Nevada corporation (the “Compan
August 22, 2016 To: Z Capital Affinity Owner, LLC c/o Z Capital Partners, L.L.C. Two Conway Park Lake Forest, IL 60045 Attention: James J. Zenni, Jr., Martin Auerbach and Andrei Scrivens Re: Equity Commitment Ladies and Gentlemen:Equity Commitment Agreement • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each investor set forth on Schedule A hereto (each, a “Fund”, and collectively, the “Funds”) to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests and/or debt securities of Z Capital Affinity Owner, LLC, a newly-formed Delaware limited liability company (“Parent”), which has been formed for the purpose of acquiring Affinity Gaming, a Nevada corporation (the “Company”), through the merger of Affinity Merger Sub, Inc., a newly formed Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company, on the terms and subject to the conditions set forth i
LIMITED GUARANTEELimited Guarantee • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels
LIMITED GUARANTEE, dated as of August 22, 2016 (this “Limited Guarantee”), by each entity listed on Schedule A (each, a “Guarantor”), in favor of Affinity Gaming, a Nevada corporation (the “Guaranteed Party”).
