AGREEMENT AND PLAN OF MERGER among Z CAPITAL AFFINITY OWNER, LLC, AFFINITY MERGER SUB, INC. and AFFINITY GAMING Dated as of August 22, 2016Agreement and Plan of Merger • August 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 22, 2016, among Z Capital Affinity Owner, LLC, a Delaware limited liability company (“Parent”), Affinity Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Affinity Gaming, a Nevada corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “parties” and individually as a “party”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2016, is entered into by and among Affinity Gaming, a Nevada corporation (the “Company”), Z Capital Partners, L.L.C (“Z Capital”) and each affiliate of Z Capital who is the beneficial owner (as defined below) of Shares (as defined below) of the Company, all of such affiliates of Z Capital, including Z Capital, are signatories to this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).
