INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
17,500,000 Public Units Gaming & Hospitality Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks • New York
Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you (the “Underwriter”), subject to the terms and conditions stated this agreement (this “Agreement”), an aggregate of 17,500,000 units (the “Public Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to an aggregate of 2,500,000 additional units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, hereinafter called the “Securities”).
WARRANT AGREEMENTWarrant Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 2, 2021, is by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made and entered into by and among Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Sponsor”), and each of the other undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor 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”).
February 2, 2021Letter Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 a
PRIVATE UNIT SUBSCRIPTION AGREEMENTPrivate Unit Subscription Agreement • February 5th, 2021 • Gaming & Hospitality Acquisition Corp. • Blank checks • New York
This PRIVATE UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of February 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Subscriber”).
GAMING & HOSPITALITY ACQUISITION CORP.Gaming & Hospitality Acquisition Corp. • February 5th, 2021 • Blank checks • New York
This letter agreement by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming, a Nevada corporation (“Affinity Gaming”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
