Exhibit 10.5


 


Execution Version


 


Leisure Acquisition Corp.

250 West 57th Street, Suite 2223

New York, NY 10107


 


September 11, 2017


 


Hydra Management, LLC

250 West 57th Street, 22nd Floor

New York, NY 10107


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept the offer Hydra
Management, LLC (the “Subscriber” or “you”) has made to purchase 297,500 shares of common
stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), which are subject
to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units
of Leisure Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment
option (the “Over-allotment Option”) or otherwise pursuant to Sections 3.2. The terms (this “Agreement”)
on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1.          Purchase
of Common Stock. For the sum of $1,034.78 (the “Purchase Price”), which the Company acknowledges receiving
in cash, the Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from
the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the
Subscriber’s execution of this Agreement, the Company shall deliver to the Subscriber a certificate registered in the Subscriber’s
name representing the Shares (the “Original Certificate”). The Subscriber hereby acknowledges receipt of the
Original Certificate. Concurrently with the execution and delivery hereof, the Company is entering into agreements similar to this
Agreement with certain other subscribers (the “Other Subscribers”), pursuant to which the Other Subscribers
are subscribing for 6,890,000 shares of Common Stock (the “Other Subscriber Shares”). In connection with the
IPO, Hydra Management, LLC will transfer 75,000 of the Other Subscriber Shares received by it to the independent directors of the
Company. Such shares are referred to herein as the “Director Shares.”


 


2.           Representations,
Warranties and Agreements.


 


2.1.         Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1.          No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 




     


     


    

 


2.1.2.          No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3.          Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4.          Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for
an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below). Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration
statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able
to bear the economic risks of an investment in the Shares and afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5.          Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of, and receive answers from, representatives of the Company concerning an investment in the Company, as well
as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and
the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6.          Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 




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2.1.7.          Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The
Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502 under the Securities Act.


 


2.1.8.          Restrictions
on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates representing the Shares
will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise
transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under
the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to
the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption thereof, the Subscriber agrees
not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the
Company (or until 12 months following the filing of “Form 10 information” pursuant to Rule 144(i)(2)), despite
the release or waiver of any contractual transfer restrictions.


 


2.1.9.          No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2.        Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1.          Organization
and Corporate Power. The Company is a Delaware corporation. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2.          No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.          Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a)
transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 




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2.2.4.          No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection
with any transactions.


 


2.2.5.          Capital
Stock. Other than the Shares and the Other Subscriber Shares, there are no issued and outstanding shares of capital stock of
the Company.


 


3.           Forfeiture
of Shares.


 


3.1.          Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters
of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights
to such number of Shares (pro rata with the Other Subscribers based upon the percentage of the Over-allotment Option exercised
and excluding the Director Shares from such calculation) such that immediately following such forfeiture, the Shares and the Other
Subscriber Shares will represent, in the aggregate, 20% of the shares of Common Stock (not including shares of Common Stock issuable
(i) upon the exercise of any warrants or (ii) pursuant to any share purchase agreement to be entered into between the Company and
the Other Subscribers) issued and outstanding immediately following the IPO.


 


3.2.          Transfer
Event. In the event that in the unanimous business judgment of each of Hydra Management, LLC, Matthews Lane Capital Partners LLC
and HG Vora Special Opportunities Master Fund, Ltd., in their respective sole discretion, it is deemed advisable for the holders
of the Other Subscriber Shares to transfer Shares in connection with the initial business combination, the Subscriber acknowledges
and agrees that it shall forfeit any and all rights to such number of Shares on a pro rata basis with the Other Subscribers, but
excluding the Director Shares from such calculation.


 


3.3.          Termination
of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action
as is appropriate to cancel such Shares.


 


3.4.          Share
Certificates; Stop Transfer Order. In the event an adjustment to the Original Certificate is required pursuant to this Section
3, then the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon
its receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New
Certificate”) shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New
Certificate shall be returned to the Subscriber as soon as practicable.


 




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4.           Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust
account which will be established for the benefit of the Company’s public stockholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company
upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the
Subscriber purchases Common Stock in the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible
to receive liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares
in exchange for funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.           Restrictions
on Transfer.


 


5.1.          Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated as of the closing of the IPO by and between Subscriber and the Company and subject to the exceptions contained
therein, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless,
prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration
under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state
securities laws.


 


5.2.          Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the
Insider Letter and subject to the exceptions contained therein. Pursuant to the Insider Letter, Subscriber will agree not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (A) one year
after the completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation,
merger, stock exchange or other similar transaction after its initial business combination that results in all of its stockholders
having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing,
if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after
the Company’s initial business combination, or (2) if the Company consummates a transaction after its initial business combination
which results in its stockholders having the right to exchange their shares for cash or property, the Shares will be released from
the Lock-up.


 


5.3.          Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY,
IS AVAILABLE.”


 




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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP EXCEPT PURSUANT
TO ITS TERMS.”


 


5.4.          Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares or into
which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments
to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Agreement.


 


5.5.          Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered in accordance
with the terms of the Registration Rights Agreement to be entered into between the Subscriber and the Company prior to the closing
of the IPO.


 


6.           Other
Agreements.


 


6.1.          Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


6.2.          Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be made in writing and delivered
(i) personally or sent by first class registered or certified mail, or overnight courier service, to the address most recently
provided to such party or such other address as may be designated in writing by such party, (ii) by facsimile to the number
most recently provided to such party or such other fax number as may be designated in writing by such party or (iii) by electronic
mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated
in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 




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6.3.          Entire
Agreement. This Agreement, together with that certain Insider Letter and that certain Registration Rights Agreement, each to
be entered into between Subscriber and the Company, substantially in the form to be filed as an exhibit to the Registration Statement
filed with the Securities and Exchange Commission in connection with the Company’s IPO, embodies the entire agreement and
understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.


 


6.4.          Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.5.          Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


6.6.          Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party, except to an affiliate of the Subscriber who agrees to be bound to the terms of this Agreement.


 


6.7.          Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8.          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.


 


6.9.          Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 




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6.10.         No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute
a waiver of the right of such party to pursue other available remedies. No notice to, or demand on, a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to receive any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further
action in any circumstances without such notice or demand.


 


6.11.         Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.12.         No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13.         Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14.         Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15.         Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 




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6.16.         Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.            Voting
and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates
and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders
in connection with an initial business combination negotiated by the Company.


 


8.            Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	LEISURE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ George Peng
	 	 	Name: George Peng
	 	 	Title:   Chief Financial Officer, Treasurer and Secretary


 


	HYDRA MANAGEMENT, LLC	 
	 	 	 
	By:	/s/ A. Lorne Weil	 
	 	Name: A. Lorne Weil	 
	 	Title:  Authorized Signatory	 


 


[Signature page
to Subscription Agreement]