REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of June 30, 2020, pursuant to which the Sponsor purchased an aggregate of 4,312,500 shares of the Companys Class B Common Stock, par value $0.0001 per share (the Class B Common Stock);
WHEREAS, the Company effected a stock dividend of 0.15942029 of a share of Class B Common Stock for each outstanding share of Class B Common Stock, resulting in the Sponsor holding an aggregate of 5,000,000 shares of Class B Common Stock (up to 625,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option in connection with the Companys initial public offering is exercised) (the Founder Shares);
WHEREAS, concurrent with the completion of the Companys initial public offering, the Sponsor will transfer an aggregate of 37,500 Founder Shares to the non-executive directors of the Company;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A Common Stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, on February 2, 2021, the Company and the Sponsor entered into that certain Private Unit Subscription Agreement (the Private Unit Subscription Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 727,500 units of the Company (or 777,500 units if the underwriter exercises its over-allotment option in full) (the Private Units) at a price of $10.00 per unit, in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or any affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into units of the Company (Working Capital Units and, together with the Private Units, the Units) at a price of $10.00 per unit;
WHEREAS, each Unit consists (or, in the case of the Working Capital Units, will consist) of one share of Common Stock and one-third of one warrant (such whole warrant, a Warrant);
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.