AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of December 29, 2020, by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation (“Jefferies”), Tilman J. Fertitta (“Mr. Fertitta”, and, together with Jefferies, each a “Sponsor” and, collectively, the “Sponsors”), Landry’s Fertitta, LLC (“LF LLC”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsors and LF LLC, each a “Holder” and, collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 29, 2020, by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New York
Exhibit J-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LHGN HOLDCO, LLC DATED AS OF DECEMBER 29, 2020Limited Liability Company Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of LHGN HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 29, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation (“PubCo”), Landry’s Fertitta, LLC (“LF LLC”), and each other Person who is or at any time becomes a Member (each, a “Party” and collectively, the “Parties”) in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, LLC and GOLDEN NUGGET ATLANTIC CITY, LLC December 29, 2020 AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENTOnline Gaming Operations Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New Jersey
This AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT (this “Agreement”), dated as of December 29, 2020 (the “Effective Date”), is entered into by and between GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“GNOG”), and GOLDEN NUGGET ATLANTIC CITY, LLC, a New Jersey limited liability company (“GN”). GNOG and GN are collectively referred to herein as the “Parties” and individually as a “Party”.
GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective December 29, 2020 (the “Grant Date”), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and Thomas Winter (the “Participant”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 29, 2020, is hereby entered into by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Corporation”), LHGN HoldCo, LLC, a Delaware limited liability company (“Holdings”), and Landry’s Fertitta, LLC, a Texas limited liability company (“LF LLC”).
Employment AgreementEmployment Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of December 29, 2020 by and between Thomas Winter (“Executive”) and Golden Nugget Online Gaming, LLC, a limited liability company organized under the laws of the State of New Jersey (the “Company”). Upon closing of the Transaction as defined below, the term Company shall also include all of Golden Nugget Online Gaming, LLC’s parent companies, including Landcadia Holdings II, Inc.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software
This Amendment to the Letter Agreement (this “Amendment”) is made on December 29, 2020, by and among Tilman J. Fertitta (“TJF”) as successor-in-interest of Fertitta Entertainment, Inc. (“FEI”), Jefferies Financial Group Inc. (“Jefferies” and, collectively with TJF, the “Sponsors”), Landcadia Holdings II, Inc. (the “Company”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (collectively, the “Insiders” and, together with the Company and the Sponsors, the “Parties”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New Jersey
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is made and effective as of December 29, 2020 (the “Effective Date”), by and among GOLDEN NUGGET, LLC, a Nevada limited liability company (“GN Parent”), GNLV, LLC., a Nevada limited liability company (“Licensor”), and GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“Licensee”).
ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, INC. and DANVILLE DEVELOPMENT, LLC November 18, 2020 ONLINE GAMING OPERATIONS AGREEMENTOnline Gaming Operations Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This ONLINE GAMING OPERATIONS AGREEMENT (this “Agreement”), dated as of November 18, 2020 (the “Effective Date”), is entered into by and between GOLDEN NUGGET ONLINE GAMING, INC., a New Jersey corporation (“GNOG”), and DANVILLE DEVELOPMENT, LLC, a New York limited liability company (“DD”). GNOG and DD are collectively referred to herein as the “Parties” and individually as a “Party”.
