Exhibit








EXHIBIT 10.3


(Exhibit H
to Indenture)


FORM OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT


This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as of February 2, 2018 (as amended, supplemented or otherwise modified from time to time, the "Intellectual Property Security Agreement"), is made by each of the signatories hereto (collectively, the "Grantors") in favor of Wilmington Trust, National Association, as collateral agent for the ratable benefit of the Secured Parties (in such capacity, the "Collateral Agent").


WHEREAS, Full House Resorts, Inc. (the "Company") has entered into that certain Indenture, dated as of February 2, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by and among the Company, each guarantor (as named therein), and the Collateral Agent;


WHEREAS, the Grantors have executed and delivered that certain Security Agreement, dated as of the date hereof, in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as amended, supplemented, or otherwise modified from time to time, the "Security Agreement").  All capitalized terms used herein without definition shall have the meaning given in the Security Agreement and, if not defined therein, shall have the meaning given in the Indenture; and


WHEREAS, under the terms of the Security Agreement, the Grantors have granted a security interest in certain Collateral, including, without limitation, certain Intellectual Property of the Grantors, to the Collateral Agent for the ratable benefit of the Secured Parties, and have agreed as a condition precedent to the extensions of credit under the Indenture to execute this Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:


SECTION 1.  GRANT OF SECURITY.  Subject to compliance with applicable Gaming Laws and any requirements imposed by any applicable Gaming Authority, each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in and to all of such Grantor’s rights, priorities and privileges with respect to Intellectual Property, whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, all of such Grantor’s right, title and interest in and to the following (the "Intellectual Property Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:


1.1    Trademarks.  All Trademarks, including, but not limited to: (a) the registrations and applications referred to in Schedule 1 hereto; (b) all extensions or renewals of any of the foregoing; (c) all of the goodwill of the business connected with the use of and symbolized by the foregoing; (d) the right to sue for past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to goodwill; and (e) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit (collectively, the "Trademark Collaterals");


1.2    Trademark Licenses.  Any and all agreements providing for the granting of any right in or to Trademark Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;


1.3    Patents.  All Patents, including, but not limited to: (a) each patent and patent application referred to in Schedule 1 hereto; (b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof; (c) all rights corresponding thereto throughout the world; (d) all inventions and improvements described therein; (e) all rights to sue for past, present and future infringement or other violations thereof; (f) all licenses, claims, damages, and proceeds of suit arising therefrom; and (g) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit (collectively, the "Patent Collaterals");













1.4    Patent Licenses.  Any and all agreements providing for the granting of any right in or to Patent Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;


1.5    Copyrights.  All Copyrights, including but not limited to: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 1 hereto; (ii) all extensions and renewals thereof; (iii) all rights corresponding thereto throughout the world; (iv) all rights to sue for past, present and future infringement or other violation thereof; and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit (collectively, the "Copyright Collaterals");


1.6    Copyright Licenses.  Any and all agreements providing for the granting of any right in or to Copyright Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;


1.7    Proceeds.  Any and all Proceeds of any Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights, Copyright Licenses, and any and all Proceeds of the foregoing described in this Section 1. 


Notwithstanding the foregoing, the Intellectual Property Collateral shall not include any Excluded Collateral.


SECTION 2.  RECORDATION.  Each Grantor authorizes and requests that the Register of Copyrights of the United States Copyright Office, the Commissioners for Patents and Trademarks of the United States Patent and Trademark Office and any other applicable government officer record this Agreement.


Each Grantor shall, at its sole expense, take all further actions necessary (or as reasonably requested by the Collateral Agent) to record and perfect its security interest in and to the Intellectual Property Collateral.


SECTION 4.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in any number of counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Agreement.


SECTION 5.  CONFLICT PROVISION.  This Agreement has been entered into in conjunction with the provisions of the Security Agreement and the Indenture.  The protections, indemnities, immunities, rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to, those set forth in the Security Agreement and in the Indenture, all terms and provisions of which are incorporated herein by reference, mutatis mutandis.  In the event that any provisions of this Agreement are in conflict with the Security Agreement, the provisions of the Security Agreement shall govern.


SECTION 6.  GOVERNING LAW.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflict of laws principles thereof to the extent such principles would cause the application of the law of another state.


[SIGNATURE PAGES FOLLOW]













IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.


GRANTORS:


FULL HOUSE RESORTS, INC., 
a Delaware corporation


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Chief Financial Officer




FULL HOUSE SUBSIDIARY, INC., 
a Nevada corporation


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Vice President and Treasurer




FULL HOUSE SUBSIDIARY II, INC., 
a Nevada corporation


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Vice President and Treasurer




STOCKMAN’S CASINO, 
a Nevada corporation


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Vice President and Treasurer




GAMING ENTERTAINMENT (INDIANA) LLC, a Nevada limited liability company


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Treasurer















GAMING ENTERTAINMENT (NEVADA) LLC, a Nevada limited liability company


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Manager




SILVER SLIPPER CASINO VENTURE LLC, 
a Delaware limited liability company


By:    /s/ Lewis Fanger            
Name:      Lewis Fanger
Title:    Treasurer




GAMING ENTERTAINMENT (KENTUCKY) LLC, a Nevada limited liability company


By:    /s/ Lewis Fanger        
Name:      Lewis Fanger
Title:    Treasurer




RICHARD & LOUISE JOHNSON, LLC, a Kentucky limited liability company


By:    /s/ Lewis Fanger        
Name:      Lewis Fanger
Title:    Treasurer




FHR-COLORADO LLC, a Nevada limited liability company


By:    /s/ Lewis Fanger        
Name:      Lewis Fanger
Title:    Treasurer













COLLATERAL AGENT:


WILMINGTON TRUST, National Association


By:    /s/ Lynn M. Steiner        
Name:      Lynn M. Steiner
Title:    Vice President
















SCHEDULE 1 
to Intellectual Property 
Security Agreement


INTELLECTUAL PROPERTY




(A)    Copyrights


None.


(B)    Copyright Licenses


None.


(C)    Patents


None.


(D)    Patent Licenses


None.













		
	(E)
	Trademarks


	
						
	 
	File No.
	Mark
	Owner
	Application/
Registration No.
	Status

	1
	F0402.0020
	AMERICAN PLACE
	Full House Resorts, Inc.
	86/714,046
	Pending

	2
	F0402 - 0003
	FULL HOUSE RESORT AND CASINO
	Full House Resorts, Inc.
	3,680,085
	Registered

	3
	F0402 - 0001
	FULL HOUSE RESORTS
	Full House Resorts, Inc.
	3,250,160
	Registered

	4
	F0402 - 0002
	FULL HOUSE RESORTS and Design
	Full House Resorts, Inc.
	3,250,177
	Registered

	5
	T0448US00
	GRAND LODGE CASINO and Design
	Gaming Entertainment (Nevada) LLC
	3,760,969
	Registered

	6
	F0402.0040 / T04479US00
	PLAYERS ADVANTAGE CLUB
	Gaming Entertainment (Nevada) LLC
	2,639,239
	Registered

	7
	F0402.0012
	RISING STAR CASINO RESORT and Design
	Full House Resorts, Inc.
	4,313,520
	Registered

	8
	F0402.0011
	RISING STAR CASINO RESORT
	Full House Resorts, Inc.
	4,296,062
	Registered

	9
	F0402.0013
	RISING STAR REWARDS and Design
	Full House Resorts, Inc.
	4,177,845
	Registered

	10
	F0402.0014
	RISING STAR REWARDS
	Full House Resorts, Inc.
	4,090,079
	Registered

	11
	F0402.0017
	STOCKMAN’S CASINO
	Full House Resorts, Inc.
	4,494,260
	Registered

	12
	 
	THE LODGE AT RISING STAR CASINO
	Full House Resorts, Inc.
	4,966,002
	Registered

	13
	F0402.0019
	THE LODGE AT RISING STAR CASINO and Design
	Full House Resorts, Inc.
	4,966,001
	Registered

	14
	F0402.0022
	Christmas Casino
	Full House Resorts, Inc. 
	5130618
	Registered

	15
	 
	Cripple Creek Christmas Casino
	Full House Resorts, Inc.
	87749537
	Pending

	16
	 
	CRIPPLE CREEK CHRISTMAS CASINO & INN
	Full House Resorts, Inc.
	87749545
	Pending

	17
	 
	Cripple Creek Christmas Inn
	Full House Resorts, Inc.
	87749541
	Pending

	18
	 
	DESIGN ONLY
	Full House Resorts, Inc.
	87611953
	Pending

	19
	F0402.0200
	QUEEN CITY MARKET and Design 
	Full House Resorts, Inc.
	3,862,067
	Registered

	20
	F0402.0017/1
	STOCKMAN’S CASINO and design
	Full House Resorts, Inc.
	5,287,710
	Registered

	21
	F0402.0024
	The Crippled Cow
	Full House Resorts, Inc.
	5325829
	Registered 

	22
	[_____]
	9,494 Lounge
	Full House Resorts, Inc. 
	Serial #87691610
	Pending

	23
	T06348C200
	A TRUE COLORADO STYLE CASINO
	FHR-Colorado LLC
	20121212537
	Registered

	24
	T06349C200
	BILLY’S CASINO
	FHR-Colorado LLC
	20141567981
	Registered

	25
	T06352C200
	BRONCO BILLY’S TRUE COLORADO CASINO & HOTEL
	FHR-Colorado LLC
	20151582869
	Registered

	26
	T06347C200
	BRONCO BILLY’S CASINO
	FHR-Colorado LLC
	20121155619
	Registered

	27
	T06351C200
	BUFFALO BILLY’S CASINO
	FHR-Colorado LLC
	20151582645
	Registered

	28
	T06346C200
	COLORADO’S BEST BET
	FHR-Colorado LLC
	19921047268
	Registered

	29
	T06350C200
	CRIPPLE CREEK’S LUCKY CASINO
	FHR-Colorado LLC
	20151559246
	Registered

















Domain Names:
	
		
	Domain Name2
	Registrant

	fullhouseresorts.com
	Full House Resorts, Inc.

	grandlodgecasino.com
	Gaming Entertainment Nevada, LLC

	risingstarcasino.com
	Full House Resorts, Inc.

	risingstarrvpark.com
	Full House Resorts, Inc.

	risingstarcasinorvpark.com
	Full House Resorts, Inc.

	thechristmascasino.com
	Full House Resorts, Inc.

	stockmanscasino.com
	Stockman’s Casino

	broncobillyscasino.com
	Bronco Billy’s Casino3

	broncobillys.biz
	Full House Resorts, Inc.

	americanplace.us
	Advanced Computer Technology4

	silverslipper-ms.com*
	Silver Slipper Casino Venture LLC

	silverslippersports.com*
	Silver Slipper Casino Venture LLC

	silverslipperfantasysports.com*
	Silver Slipper Casino Venture LLC




__________
2.    An asterisk (*) in this table denotes ownership with respect to the domain name registration.
3.    Registrant to be corrected after Closing to reflect the correct Grantor’s ownership.
4.    Registrant to be corrected after Closing to reflect the correct Grantor’s ownership.













		
	(F)
	Trademark Licenses




The following trademarks and domain names are licensed by Silver Slipper Licensing LLC to Silver Slipper Casino Venture LLC, pursuant to that certain Amended and Restated License Agreement, dated October 1, 2012.  Silver Slipper Licensing LLC assigned the trademarks and its rights under the Amended and Restated Licensing Agreement to Silver Slipper Gaming, LLC on December 31, 2012.


	
						
	 
	File No.
	Mark
	Owner
	Application/
Registration No.
	Status

	1
	 
	S
	Silver Slipper Gaming, LLC
	5101374
	Registered

	2
	 
	S
	Silver Slipper Gaming, LLC
	5242061
	Registered

	3
	 
	S
	Silver Slipper Gaming, LLC
	5192737
	Registered

	4
	T04482US00
	S SILVER SLIPPER and Design
	Silver Slipper Gaming, LLC
	3,706,961
	Registered

	5
	T04482US01
	S SILVER SLIPPER and Design
	Silver Slipper Gaming, LLC
	3,346,341
	Registered

	6
	T04481US00
	SILVER SLIPPER
	Silver Slipper Gaming, LLC
	3,529,267
	Registered

	7
	T04481US01
	SILVER SLIPPER
	Silver Slipper Gaming, LLC
	3,681,464
	Registered

	8
	T04481US02
	SILVER SLIPPER
	Silver Slipper Gaming, LLC
	3,346,342
	Registered

	9
	 
	SILVER SLIPPER CASINO HOTEL
	Silver Slipper Gaming, LLC
	5101375
	Registered

	10
	[_____]
	SILVER SLIPPER CASINO HOTEL Design
	Silver Slipper Gaming, LLC
	5,188,114
	Registered






Domain Names:
	
		
	Domain Name5
	Registrant

	silverslipper-ms.com*
	Silver Slipper Casino Venture LLC

	silverslippersports.com*
	Silver Slipper Casino Venture LLC

	silverslipperfantasysports.com*
	Silver Slipper Casino Venture LLC








		
	(G)
	Trade Secret Licenses 




None.




































__________
5.    An asterisk (*) in this table denotes the rights to use the domain names granted from Silver Slipper Gaming, LLC.