Exhibit 10.2


 


Execution Version


 


AMENDMENT NO. 3


 


TO


 


EXPENSE ADVANCEMENT AGREEMENT


 


This Amendment No.
3 to the Expense Advancement Agreement (the “Amendment”) is entered into as of November 30, 2020 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 and October 26, 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 $1,300,000 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	 	$	650,000.00	 	 	 	50.00	%
	Hydra Management, LLC	 	$	333,948.45	 	 	 	25.69	%
	MLCP GLL Funding LLC	 	$	316,051.55	 	 	 	24.31	%
	Total	 	$	1,300,000.00	 	 	 	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. 3 to Expense Advancement
Agreement]


 


 


3