Exhibit 10.5


 


EXPENSE ADVANCEMENT AGREEMENT

 


THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”),
dated as of December 1, 2017, is made and entered into 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 is engaged in an
initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 23,000,000
units (the “Units”) (including up to 3,000,000 Units subject to an over-allotment option granted to the
underwriters of the Offering), with each Unit comprised of one share of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company and one-half of one warrant, each whole warrant exercisable to purchase one share of Common
Stock (only whole warrants are exercisable) at $11.50 per share, subject to certain adjustments (each, a “Warrant,”
and collectively, the “Warrants”);


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a registration statement on Form S-1, No. 333-221330 (the “Registration Statement”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
and the Warrants and Common Stock underlying the Units, including a prospectus (the “Prospectus”);


 


WHEREAS, the gross proceeds of the Offering
will be deposited in a trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A. and managed
by Continental Stock Transfer & Trust Company, as trustee, as described in the Registration Statement and the Prospectus;
and


 


WHEREAS, the Funding Parties desire to
enter into this Agreement in order to facilitate the Offering and the other transactions contemplated in the Registration Statement
and the Prospectus, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination by the Company with one or more businesses (a “Business Combination”).


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree 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 $1,000,000 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.


 




     


     


    

  


(b)       Each
of the Funding Parties represents to the Company that they are capable of making such Advances to satisfy their respective obligations
under clause (a) of this Section 1. In addition, the Company acknowledges and agrees that the respective obligations of each of
the Funding Parties to provide such Advances are several and not joint, and that the failure of any Funding Party to fund any Advance
when due shall not impose any additional obligation on the other non-defaulting Funding Parties.


 


(c)       Notwithstanding
anything to the contrary herein or in the Note, each of the Funding Parties 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 will
be 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;
provided, however, that if the Company completes a Business Combination, the Company shall promptly repay any amounts outstanding
under the Note out of the proceeds released to the Company from the Trust Account.


 


2.             This
Agreement, together with the Note, constitutes the entire agreement and understanding of the parties hereto in respect of the advancement
of expenses contemplated herein and supersedes all prior understandings, agreements, or representations by or among the parties
hereto, written or oral, to the extent they relate in any way thereto or to the transactions contemplated hereby in connection
therewith. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any
particular provision, except by a written instrument executed by the parties hereto.


 


3.             No
party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned
and each of his or its heirs, personal representatives, successors and assigns including, in the case of the Company, any successor
thereto as a result of the completion of a Business Combination.


 


4.             All
notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (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. Such notice, statement or demand shall be addressed
as follows:


 




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If to the Company or Hydra Management, LLC or MLCP GLL Funding
LLC:


 


Leisure Acquisition Corp.

250 W. 57th Street, Suite 2223

New York, NY 10107

Attn: George Peng


 


with a copy in each case (which shall not constitute notice)
to:


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attn: Jeffrey A. Horwitz, Esq.


 


If to HG Vora Special Opportunities Master Fund, Ltd.:


 


HG Vora Capital Management, LLC


330 Madison Avenue, 20th Floor


New York, NY 10017


Attn: Mandy Lam, Esq.


 


5.             This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


6.             This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


7.             This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement
shall be brought and enforced in the courts of New York, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	LEISURE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ A. Lorne Weil
	 	 	Name: A. Lorne Weil
	 	 	Title: Executive Chairman
	 	 	 
	 	PURCHASERS:
	 	 
	 	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/ Philip M. Garthe 
	 	 	Name: Philip M. Garthe 
	 	 	Title: Chief Operating Officer


 




     


     


    

 


Schedule
I



Allocation


 


	 	 	Maximum Advances	 	 	Percentage	 
	HG Vora Special Opportunities Master Fund, Ltd	 	$	500,000.00	 	 	 	50.00	%
	Hydra Management, LLC	 	$	256,883.42	 	 	 	25.69	%
	MLCP GLL Funding LLC	 	$	243,116.58	 	 	 	24.31	%
	Total	 	$	1,000,000.00	 	 	 	100.00	%



 




     


     


    

 


Exhibit
A



Promissory Note


 




     


     


    

 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


Dated as of _____, 2017


Principal Amount: $____________


New York, New York


 


Pursuant to that certain Expense Advance Agreement (the
“Agreement”), dated as of December 1, 2017, by and between Leisure Acquisition Corp., a Delaware
corporation (the “Maker”), and [________] (the “Payee”), the Maker hereby promises to
pay to the order of the Payee or its registered assigns or successors in interest, or order, the principal sum of _________
Dollars ($_________) in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
this Note. Certain terms used herein but not defined herein shall have the meaning given to such terms in the Agreement.


 


This Note, together with (i) that certain Promissory Note, dated
as of the date hereof, between the Maker and [        ], and (ii) that certain Promissory Note,
dated as of the date hereof, between the Maker and [   ],  are collectively referred to as the Working Capital Promissory
Notes. The “Payees” under the Working Capital Promissory Notes are collectively referred to as the WC Payees and each
as an WC Payee.


 


1.           Principal.
The unpaid principal balance of this Note shall be payable on the date on which Maker consummates its Businesses Combination (the
“Maturity Date”). The principal balance may be prepaid at any time.


 


2.           Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.           Drawdown
Requests. Maker and Payee agree that Maker may request up to [                              
] ($[     ]) for working capital in connection with Maker’s pursuit of a Business Combination. The principal
of this Note may be drawn down from time to time prior to the Maturity Date, upon written request from Maker to Payee (each, a
“Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than
Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a
Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under the Working Capital Promissory Notes
is [      ] ($[     ]) and that amounts of principal may only be drawn down upon under
this Note on a pro rata basis (based on the allocation set forth on Schedule I of the Agreement) with amounts drawn down
upon under the other Working Capital Promissory Notes. The obligation of each WC Payee to fund Drawdown Requests shall be several
and not joint. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid.
No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, all payments shall be applied first to payment in full of any reasonable costs incurred in collection
of any sum due under this Note, including (without limitation) reasonable attorneys' fees, and then to the reduction of the unpaid
principal balance of this Note.


 




     


     


    

 


 


4.            Application
of Payments. All payments shall be applied first to payment in full of any reasonable costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the reduction of the unpaid
principal balance of this Note.


 


5.           Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)       Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.


 


(b)       Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)       Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


(d)       Cross
Defaults, Etc. The provision of notice of an Event of Default to Maker by any other WC Payee with respect to any other Working
Capital Promissory Note.


 


6.           Remedies.


 


(a)       Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 




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(b)       Upon
the occurrence of an Event of Default specified in Section 5(b) or 5(c) hereof, the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


7.           Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.           Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.           Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (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.


 


10.         Governing
Law; Construction; Jurisdiction. This Note shall be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating
in any way to, this Note shall be brought and enforced in the courts of New York, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 




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11.         Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12.         Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee 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 will be 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; provided,
however, that if the Maker completes a Business Combination, the Maker shall promptly repay the principal balance of this Note
out of the proceeds released to the Maker from the Trust Account.


 


13.         Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


14.         Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of the Payee who agrees
to be bound to the terms of this Note.


 


15.         Conversion.


 


(a)       At
the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert
all or any portion of the outstanding principal amount of this Note into that number of warrants (the “Conversion Warrants”)
equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $1.00,
rounded up to the nearest whole number. Each Conversion Warrant shall have the same terms and conditions as the warrants issued
by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-XXXXXX).
The Conversion Warrants, the shares of Common Stock underlying the Conversion Warrants and any other equity security of Maker issued
or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be entitled to
the registration rights set forth in Section 16 hereof.


 




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(b)       Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and
such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note,
duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker
shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any
such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion
Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker
and the Payee and applicable state and federal securities laws.


 


(c)       The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer
taxes resulting from any transfer requested by the Payee in connection with any such conversion.


 


(d)       The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


16.         Registration
Rights.


 


(a)       Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of the date hereof (the
“Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings
ascribed to them in the Registration Rights Agreement.


 


(b)       The
holders (“Holders”) of the Conversion Warrants (or the Warrant Shares) shall be entitled to Demand Registration
as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c)       The
Holders shall also be entitled to include the Conversion Warrants (or the Warrant Shares) in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that
in the event that an underwriter advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback
Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)       Except
as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth
in the Registration Rights Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	LEISURE ACQUISITION CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title: