EX-10.1




 Exhibit 10.1 

AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT 

THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 15, 2022, is made by
and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).  

WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of February 2, 2021 (the “Trust
Agreement”); 
 WHEREAS, following the closing of the Company’s initial public offering (the “Offering”) on
February 5, 2021, a total of $200,000,000 ($10.00 per share) of the net proceeds from the Offering and a portion of the net proceeds from the sale of the private placement shares was placed in a trust account (the “Trust
Account”); 
 WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute
the money in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses) only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or
(y) the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of
Incorporation if a termination letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the termination letter; 

WHEREAS, Section 6(c) of the Trust Agreement provides that Sections 1(i), 1(j) and 1(k) of the Trust Agreement may only be modified, amended or
deleted with the affirmative vote of 65% or more of the then outstanding Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common, par value $0.0001 per share
(the “Class B Common Stock”), of the Company, voting together as a single class; 
 WHEREAS, pursuant to a
special meeting of the stockholders of the Company held on the date hereof, 65% of the then issued and outstanding Class A Common Stock and Class B Common Stock, voting together as a single class, voted affirmatively to approve this
Amendment Agreement; 
 WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, stockholders of the
Company have passed a special resolution to amend the Company’s Amended and Restated Certificate of Incorporation; and 
 WHEREAS, each of the
Company and the Trustee desires to amend the Trust Agreement as provided herein. 
 NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 

1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined in this Amendment, shall have the meanings
ascribed to such terms in the Trust Agreement. 











 2. Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the
Trust Agreement is hereby amended and restated in its entirety as follows: 
 “(i) Commence liquidation of the Trust Account only after and promptly
after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as
applicable, signed on behalf of the Company by any of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board of Directors of the Company (the
“Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or
(y) the Termination Date (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;” 

3. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified,
in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. 

4. References. All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,”
“hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as
amended hereby) and references in the Trust Agreement to “the date hereof” and terms of similar import shall in all instances continue to refer to February 2, 2021. 

5. Governing Law and Jurisdiction. This Amendment 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 consent to the jurisdiction and venue of any state or federal court located in
the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

6. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each of which shall constitute an original,
and together shall constitute but one instrument. 
 7. Other Miscellaneous Terms. The provisions of Sections 6(f), 6(g) and 6(l) of the Trust
Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein. 
 [Signature Pages Follow] 











 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by
their duly authorized representatives, all as of the day and year first above written. 
 CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

  

			
	By:	 	 /s/ Francis Wolf

	Name:	 	Francis Wolf
	Title:	 	Vice President
	
	GAMING & HOSPITALITY ACQUISITION CORP.
		
	By:	 	 /s/ Andrei Scrivens

	Name:	 	Andrei Scrivens
	Title:	 	Chief Financial Officer

 [Signature Page to the Amendment to Investment Management Trust Agreement]