Exhibit 10.1


 


AMENDMENT NO. 4


 


TO


 


EXPENSE ADVANCEMENT AGREEMENT


 


This Amendment No.
4 to the Expense Advancement Agreement (the “Amendment”) is entered into as of February 23, 2021 by and among
Leisure Acquisition Corp., a Delaware corporation (the “Company”), Hydra Management, LLC (“Hydra”),
MLCP GLL Funding LLC (“MLCP”) and HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”
and together with Hydra and MLCP, the “Funding Parties”).


 


RECITALS


 


WHEREAS, the
Company and the Funding Parties are parties to the Expense Advancement Agreement, dated December 1, 2017, as amended on June 29,
2020, October 26, 2020 and November 30, 2020 (the “Agreement”); and


 


WHEREAS, the
Company and the Funding Parties desire to amend certain terms and provisions of the Agreement.


 


AGREEMENTS


 


NOW, THEREFORE,
in consideration of the above recitals and in consideration of the mutual agreements and undertakings set forth below, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


ARTICLE
I

AMENDMENT OF AGREEMENT


 


Section 1.1 Amendment
of Section 1(a). Section 1(a) of the Agreement is amended and restated in its entirety as follows:


 


		“1.	(a) From time to time, as may be requested by the Company, each of the Funding Parties agrees to
advance to the Company from time to time up to the maximum amount allocated thereto on Schedule I hereto on a pro rata basis
(collectively, the “Advances”), up to a maximum of $1,460,000 in the aggregate among all Funding Parties, in
each instance pursuant to the terms of the form of promissory note attached as Exhibit A hereto (the “Note”),
as may be necessary to fund the Company’s expenses relating to investigating and selecting a target business and other working
capital requirements following the Offering and prior to completion of any potential Business Combination.”



 






     


     


    

  


Section 1.2 Amendment
of Schedule I. Schedule I of the Agreement is amended and restated in its entirety as follows:


 


Allocation


 


	 	 	Maximum

 Advances	 	 	Percentage	 
	HG Vora Special Opportunities Master Fund, Ltd	 	$	730,000.00	 	 	 	50.00	%
	Hydra Management, LLC	 	$	375,049.80	 	 	 	25.69	%
	MLCP GLL Funding LLC	 	$	354,950.20	 	 	 	24.31	%
	Total	 	$	1,460,000.00	 	 	 	100.00	%




 


ARTICLE
II

MISCELLANEOUS


 


Section 2.1 Defined
Terms. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.


 


Section 2.2 Effect
of Amendment. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other
provision of the Agreement. Except as specifically amended by this Amendment, all other provisions of the Agreement are hereby
ratified and remain in full force and effect.


 


Section 2.3 Single
Document. From and after the date of this Amendment, all references to the Agreement (whether in the Agreement or any other
document or agreement prepared in connection with the transactions contemplated by the Agreement) shall be deemed to be references
to the Agreement as amended by this Amendment.


 


Section 2.4 Counterparts.
This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.


 


Section 2.5  Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof to the extent such principles would require or permit the application of the laws of another
jurisdiction.


 


Section 2.6 Trust
Account Waiver. Each Funding Party hereby irrevocably waives any and all right, title, interest, causes of action and claims
of any kind or nature whatsoever (each, a “Claim”) in or to, and any and all right to seek payment of any amounts
due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering were deposited (the “Trust Account”), and
hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this agreement,
which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account,
and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.


 


[Signature
pages follow.]


 




    2


     


    

 


This Amendment has
been duly executed and delivered by the parties hereto as of the date first above written.


 


	 	LEISURE ACQUISITION CORP.
	 	 	 
	 	By:  	/s/ George Peng
	 	Name:	George Peng
	 	Title:	Chief Financial Officer
	 	 	 
	 	HYDRA MANAGEMENT, LLC
	 	 	 
	 	By:  	/s/ A. Lorne Weil
	 	Name:  	A. Lorne Weil
	 	Title:	Principal
	 	 	 
	 	MLCP GLL FUNDING LLC
	 	 	 
	 	By:  Matthews Lane Capital Partners LLC, its Manager
	 	 	 
	 	By:  	/s/ Daniel B. Silvers
	 	Name:  	Daniel B. Silvers
	 	Title:	Managing Member
	 	 	 
	 	HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.
	 	 	 
	 	By:  HG Vora Capital Management, LLC, as investment adviser
	 	 	 
	 	By:	/s/ Mandy Lam
	 	Name:  	Mandy Lam
	 	Title:	Authorized Signatory



 





[Amendment No. 4 to Expense Advancement
Agreement]