JOINT FILING AGREEMENTJoint Filing Agreement • April 7th, 2016 • Z Capital Partners, L.L.C. • Hotels & motels
The undersigned hereby agree that this Amendment No. 28, dated April 7, 2016, to the Schedule 13D with respect to the Common Stock, par value $0.001 per share, of Affinity Gaming, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
August 22, 2016 Z Capital Affinity Owner, LLC c/o Z Capital Partners, L.L.C. Two Conway Park Lake Forest, IL 60045 Attention: James J. Zenni, Jr., Martin Auerbach and Andrei Scrivens Re: Rollover Investment Commitment Ladies and Gentlemen:Letter Agreement • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels • Nevada
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each of Z Capital Partners Fund Holdings I, L.L.C., Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., Z Capital HG, L.L.C., Z Capital HG-C, L.L.C., Z Capital CUAL Co-Invest, L.L.C., and Z Capital Partners GP I, L.P. (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of Shares described in Section 1 below to Z Capital Affinity Owner, LLC, a newly formed Delaware limited liability company (“Parent”), in exchange for equity securities of Parent or its sole member as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Affinity Gaming, a Nevada corporation (the “Compan
EXCLUSIVITY AGREEMENTExclusivity Agreement • August 10th, 2016 • Z Capital Partners, L.L.C. • Hotels & motels • Nevada
This EXCLUSIVITY AGREEMENT (this “Agreement”) is entered into as of August 9, 2016 between Affinity Gaming, a Nevada corporation (the “Company”), and Z Capital Partners, L.L.C., a Delaware limited liability company (“Z Capital”).
August 22, 2016 To: Z Capital Affinity Owner, LLC c/o Z Capital Partners, L.L.C. Two Conway Park Lake Forest, IL 60045 Attention: James J. Zenni, Jr., Martin Auerbach and Andrei Scrivens Re: Equity Commitment Ladies and Gentlemen:Letter Agreement • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each investor set forth on Schedule A hereto (each, a “Fund”, and collectively, the “Funds”) to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests and/or debt securities of Z Capital Affinity Owner, LLC, a newly-formed Delaware limited liability company (“Parent”), which has been formed for the purpose of acquiring Affinity Gaming, a Nevada corporation (the “Company”), through the merger of Affinity Merger Sub, Inc., a newly formed Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company, on the terms and subject to the conditions set forth i
LIMITED GUARANTEELimited Guarantee • August 23rd, 2016 • Z Capital Partners, L.L.C. • Hotels & motels
LIMITED GUARANTEE, dated as of August 22, 2016 (this “Limited Guarantee”), by each entity listed on Schedule A (each, a “Guarantor”), in favor of Affinity Gaming, a Nevada corporation (the “Guaranteed Party”).
