Exhibit
10.12(c)


 


GATEWAY
CASINOS & ENTERTAINMENT LIMITED

100-4400 Dominion Street


Burnaby,
BC V5G 4G3


 


June
7, 2021


 


Leisure
Acquisition Corp.


250
West 57th Street, Suite 415


New
York, NY 10107


 


Re:
Conversion Warrants


 


Reference
is made to that certain (i) Expense Advancement Agreement (the “Expense Advancement Agreement”), dated as of December 5,
2019, by and among Leisure Acquisition Corp., a Delaware corporation (the “LACQ”) and Gateway Casinos & Entertainment
Limited, a Canadian corporation (“GCEL”), (ii) Promissory Note, dated as of December 5, 2019, executed and delivered pursuant
to the Expense Advancement Agreement, (iii) Amendment to Promissory Note (the “Amendment to Promissory Note”), effective
as of January 31, 2021, between LACQ and GTWY Holdings Limited (“GTWY”), (iv) Notice of Conversion (the “Notice of
Conversion”, and together with the Expense Advancement Agreement, the Promissory Note, the Amendment to Promissory Note and the
Notice of Conversion, the “Expense Advance and Warrant Documents”), dated as of December 5, 2019, by GTWY and acknowledged
by LACQ and (v) Warrant Agreement (the “Warrant Agreement”), dated as of December 1, 2017, by and between LACQ and Continental
Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).


 


On
December 5, 2019, GCEL advanced $566,287.53 to LACQ pursuant to the Expense Advancement Agreement, on the terms set forth in the Promissory
Note, which terms were subsequently amended by the Amendment to Promissory Note on January 31, 2021. Also on January 31, 2021, pursuant
to the Notice of Conversion, 566,288 Conversion Warrants (as defined in the Amendment to Promissory Note) were issued, in full satisfaction
of the Promissory Note (as amended by the Amendment to Promissory Note).


 


You
hereby agree that, in order to correct a typographical error, notwithstanding anything in the Expense Advancement and Warrant Documents
to the contrary, the payee on the Promissory Note will be deemed to be GCEL, and the $566,288 Conversion Warrants will be deemed to have
been originally issued to GCEL. You agree that, as soon as commercially practicable following the date hereof, you will either (i) instruct
the Warrant Agent to reflect the ownership by GCEL of the 566,288 Conversion Warrants in the Warrant Register (as defined in the Warrant
Agreement), and provide evidence thereof reasonably satisfactory to us (it being understood that a screenshot or similar electronic record
reflecting the Warrant Register and provided by the Warrant Agent will be reasonably satisfactory) or (ii) duly execute and deliver a
physical warrant certificate with respect to the 566,288 Conversion Warrants, in form and substance reasonably satisfactory to the us,
registered in the name of GCEL.


 


[Signature
page follows]


 



	 	 	Very truly yours,
	 	 	 	 
	 	 	GATEWAY
    CASINOS & ENTERTAINMENT LIMITED
	 	 	 	 
	 	 	 	/s/Tolek
    Strukoff
	 	 	By:	Tolek
    Strukoff
	 	 	Title:	Chief
    Legal & Administrative Officer
	 	 	 	 
	 	 	GTWY
    HOLDINGS LIMITED
	 	 	 
	 	 	 	/s/Tolek
    Strukoff
	 	 	By:
    	Tolek
    Strukoff
	 	 	Title:
    	Chief
    Legal & Administrative Officer


 


	Acknowledged
    and Agreed:	 	 
	 	 	 
	LEISURE
    ACQUISITION CORP	 	 
	 	 	 	 
	 	/s/Daniel
    B. Silver	 	 
	By:	Daniel
    B. Silvers	 	 
	Title:
    	Chief
    Executive Officer