0001193125-17-315992 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2017 • Golden Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2017, is entered into by and between Golden Entertainment, Inc., a Minnesota corporation (the “Company”) and W2007/ACEP Holdings, LLC, a Delaware limited liability company (“Stockholder”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 23rd, 2017 • Golden Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York

This Stockholders Agreement (this “Agreement”), dated as of October 20, 2017, is entered into between Golden Entertainment, Inc., a Minnesota corporation (the “Company”), and W2007/ACEP Holdings, LLC, a Delaware limited liability company (the “Stockholder”). The Stockholder and the Company are each a “Party” and collectively the “Parties”.

TERMINATION OF NOL PRESERVATION AGREEMENT
Termination of Nol Preservation Agreement • October 23rd, 2017 • Golden Entertainment, Inc. • Services-miscellaneous amusement & recreation • Minnesota

This Termination of NOL Preservation Agreement (this “Termination Agreement”), dated as of October 20, 2017, is entered into by and between Golden Entertainment, Inc., a Minnesota corporation (the “Company”), The Blake L. Sartini and Delise F. Sartini Family Trust (including any successor or assign of any such investor, hereinafter the “Sartini Investor”), and the several investor signatories who are parties hereto (the “Other Investors” and together with the Sartini Investor, the “Investors”).

FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 23rd, 2017 • Golden Entertainment, Inc. • Services-miscellaneous amusement & recreation • Minnesota

This FIRST AMENDMENT (this “First Amendment”) to the AMENDED AND RESTATED RIGHTS AGREEMENT, dated effective as of January 25, 2015 (the “Agreement”), is entered into as of October 20, 2017 by and between Golden Entertainment, Inc., a Minnesota corporation (formerly known as Lakes Entertainment, Inc.) (the “Company”), and Wells Fargo Shareowner Services, a division of Wells Fargo Bank, National Association (the “Rights Agent”).

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