THIS WARRANT AGREEMENT (this Agreement), dated as of , 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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of its equity securities (the Units) for the purposes of financing its initial Business Combination (the Initial Business Combination); Business Combination means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses;
WHEREAS, the Units to be sold in the Offering will be comprised of one share of the Companys Class A common stock, par value $0.0001 per share (the Common Stock) and one-third of one redeemable warrant (the Public Warrants).
WHEREAS, the Company has determined to issue and deliver in the Offering 15,000,000 (or 17,250,000 if the Over-allotment Option (as defined below) is exercised in full) shares of Common Stock (such shares, the Offering Shares) and 5,000,000 (or 5,750,000 if the Over-allotment Option is exercised in full) Public Warrants to investors in the Offering;
WHEREAS, on , 2021, the Company entered into that certain Private Unit Subscription Agreement with Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 677,500 units of the Company (or 722,500 warrants if the Over-allotment Option is exercised in full) (the Private Units) from the Company simultaneously with the closing of the Offering, at a purchase price of $10.00 per Private Unit, with each Private Unit consisting of one share of Common Stock and one-third of one warrant (a whole warrant of each such warrant, a Private Warrant), and each Private Warrant bearing the legend set forth in Exhibit B hereto;
WHEREAS, in order to finance the Companys transaction costs in connection with the Initial Business Combination, the Sponsor or any affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 units (the Working Capital Units) at a price of $10.00 per Working Capital Unit at the option of the lender; with each Working Capital Unit consisting of one share of Common Stock and one-third of one warrant (a whole warrant of each such warrant, a Working Capital Warrant), and each Working Capital Warrant bearing the legend set forth in Exhibit B hereto;
WHEREAS, following consummation of the Offering, the Company may issue additional warrants that are governed by this Agreement (the Post-IPO Warrants and, together with the Public Warrants, the Private Warrants and Working Capital Warrants, the Warrants) in connection with, or following the consummation by the Company of, the Initial Business Combination;