FORM OF WARRANT AGREEMENTWarrant Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ] [•], 2017, is by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “ Company”), Hydra Management, LLC (“Hydra Sponsor”), Matthews Lane Capital Partners LLC (“MLCP Sponsor” and collectively with Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (the “Strategic Investor”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors, the Strategic Investor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT, dated as of [_______], 2017 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, (the “Purchasers”).
FORM OF LETTER AGREEMENTLetter Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed by
20,000,000 Units leisure Acquisition Corp. Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTSecurities Assignment Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
Leisure Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consisting of one share of common stock, $0.0001 par value, of the Company (“Share(s)”) and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the “Warrant(s)”).
FORM OF EXPENSE ADVANCEMENT AGREEMENTExpense Advancement Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [________], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “Company”), Hydra Management, LLC (“Hydra”), MLCP GLL Funding LLC (“MLCP”) and HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora” and together with Hydra and MLCP, the “Funding Parties”).
