SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 13E-3

RULE 13e-3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

Affinity Gaming

(Name of the Issuer)

Affinity Gaming

Z Capital Affinity Owner, LLC

Affinity Merger Sub, Inc.

Z Capital Partners, L.L.C.

Zenni Holdings, LLC

Z Capital Group, L.L.C.

Z Capital Partners UGP, L.L.C.

Z Capital Partners GP I, L.P.

Z Capital Partners GP II, L.P.

Z Capital Partners I, L.P.

Z Capital Partners II, L.P.

Z Capital Partners II-A, L.P.

Z Capital Partners II-B, L.P.

Z Capital Partners Fund Holdings I, L.L.C.

Z Capital HG, L.L.C.

Z Capital HG-C, L.L.C.

Z Capital CUAL Co-Invest, L.L.C.

Z Capital Affinity Holdings, L.L.C.

James J. Zenni, Jr.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Marc Rubinstein
Affinity Gaming
3755 Breakthrough Way, Suite 300
Las Vegas, NV 89135
(702) 341-2400 Martin J. Auerbach
c/o Z Capital Partners, L.L.C.
1330 Avenue of the Americas
16th Floor
New York, NY 10019
(212) 595-8400

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to:

Brandon C. Parris
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105 Vijay Sekhon
Sidley Austin LLP
1999 Avenue of the Stars, 17th Floor
Los Angeles, CA 90067

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$209,050,176	$24,228.92

*

The filing fee is determined based on the aggregate merger consideration, which is the sum of (a) the product of 11,970,274 shares of common stock and the merger consideration of $17.35 per share (equal to $207,684,254) and (b) the difference between the merger consideration of $17.35 per share and the exercise price per share of each of the 217,158 stock options outstanding for which the exercise price per share is less than $17.35 (equal to $1,365,922). In accordance with Exchange Act Rule 0-11(c), the filing fee of $24,228.92 was determined by multiplying 0.0001159 by the aggregate merger consideration of $209,050,176.

x

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $24,228.92

Form or Registration No.: Schedule 14A

Filing Party: Affinity Gaming

Date Filed: October 13, 2016

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

		Page
Item 1.	Summary Term Sheet.	2
Item 2.	Subject Company Information.	2
Item 3.	Identity and Background of Filing Person.	2
Item 4.	Terms of the Transaction.	3
Item 5.	Past Contacts, Transactions, Negotiations and Agreements.	4
Item 6.	Purposes of the Transaction and Plans or Proposals.	4
Item 7.	Purposes, Alternatives, Reasons and Effects.	5
Item 8.	Fairness of the Transaction.	6
Item 9.	Reports, Opinions, Appraisals and Negotiations.	7
Item 10.	Source and Amounts of Funds or Other Consideration.	7
Item 11.	Interest in Securities of the Subject Company.	8
Item 12.	The Solicitation or Recommendation.	8
Item 13.	Financial Statements.	8
Item 14.	Persons/Assets, Retained, Employed, Compensated or Used.	9
Item 15.	Additional Information.	9
Item 16.	Exhibits.	9

Introduction.

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits attached hereto (as amended, this “Schedule 13E-3”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person” and, collectively, the “Filing Persons”): (i) Affinity Gaming, a Nevada corporation (the “Company”), the issuer of the common stock, par value $0.001 per share (the “Common Stock”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (ii) Z Capital Affinity Owner, LLC, a Delaware limited liability company (“Parent”); (iii) Affinity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”); (iv) Z Capital Partners, L.L.C., a Delaware limited liability company (“Z Capital”); (v) Zenni Holdings, LLC, a Delaware limited liability company; (vi) Z Capital Group, L.L.C., a Delaware limited liability company; (vii) Z Capital Partners UGP, L.L.C., a Delaware limited liability company; (viii) Z Capital Partners GP I, L.P., a Delaware limited partnership; (ix) Z Capital Partners GP II, L.P., a Delaware limited partnership; (x) Z Capital Partners I, L.P., a Delaware limited partnership; (xi) Z Capital Partners II, L.P., a Delaware limited partnership; (xii) Z Capital Partners II-A, L.P., a Delaware limited partnership; (xiii) Z Capital Partners II-B, L.P., a Delaware limited partnership; (xiv) Z Capital Partners Fund Holdings I, L.L.C., a Delaware limited liability company; (xv) Z Capital HG, L.L.C., a Delaware limited liability company; (xvi) Z Capital HG-C, L.L.C., a Delaware limited liability company; (xvii) Z Capital CUAL Co-Invest, L.L.C., a Delaware limited liability company; (xviii) Z Capital Affinity Holdings, L.L.C., a Delaware limited liability company and the sole member and managing member of Parent (“Holdings”); and (xix) James J. Zenni, Jr., a citizen of the United States (such persons identified in clauses (iv) through (xix), collectively, the “Z Capital Filing Persons”).

On August 22, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Purchaser Parties. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. Concurrently with the filing of this Schedule 13E-3, the Company is filing a preliminary proxy statement (the “Preliminary Proxy Statement”) under Section 14(a) of the Exchange Act, pursuant to the definitive version of which the Company’s Board of Directors will be soliciting proxies from stockholders of the Company in connection with the Merger. The adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of the Common Stock is a condition to the consummation of the Merger. A copy of the Preliminary Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Appendix A to the Preliminary Proxy Statement.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Common Stock will be converted into the right to receive $17.35 in cash, other than (i) shares held, directly or indirectly, by the Purchaser Parties or their affiliates, by the Company or its subsidiaries or by the Management Rollover Investors (as defined below), which will be cancelled without any payment, and (ii) shares held by stockholders who properly demand and perfect dissenters’ rights under Nevada law. Immediately prior to the Effective Time, the outstanding equity awards of certain members of management (the “Management Rollover Investors”) will be cancelled and exchanged for security interests in Holdings, and the Management Rollover Investors and Holdings will enter into a limited liability company agreement governing such security interests.  Outstanding equity awards held by non-Management Rollover Investors will, at the Effective Time, be treated in accordance with the terms of the Company’s Amended and Restated 2011 Long Term Incentive Plan and, therefore, will become fully vested and, in the case of an option to purchase Common Stock, be converted into the right to receive an amount in cash equal to the product of  (i) the excess, if any, of $17.35 over the exercise price per share of such stock option by (ii) the number of shares of Common Stock subject to the option, and, in the case of Restricted Stock, be converted into the right to receive an amount in cash equal to the product of (i) $17.35 and (ii) the number of shares of Common Stock subject to the Restricted Stock award.  If the Merger is completed, the Company will continue its operations as a privately held company beneficially owned by the Purchaser Parties (which are controlled by affiliates of Z Capital), and the Common Stock will be de-registered under the Exchange Act.

James J. Zenni, Jr. and Andrei Scrivens are members of the Board of Directors of the Company. Mr. Zenni is the Founder, President and Chief Executive Officer of Z Capital and Mr. Scrivens is an employee of Z Capital.  Certain affiliates of Z Capital own 8,418,615 shares of Common Stock (including 8,333 share of unvested time-based Restricted Stock), representing in the aggregate approximately 41.2% of the issued and outstanding shares of Common Stock of the Company.

The cross reference sheet below is being supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location in the Preliminary Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information set forth in the Preliminary Proxy Statement, including the schedules and appendices attached thereto, is hereby incorporated herein by reference, and the responses to each such item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Preliminary Proxy Statement and the schedule and appendices thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Preliminary Proxy Statement.

All information contained in this Schedule 13E-3 concerning any Filing Person has been provided by such Filing Person and no Filing Person, including the Company, has produced any disclosure with respect to any other Filing Person.

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Item 1.Summary Term Sheet.

The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

Item 2. Subject Company Information.

(a)Name and Address: The name of the subject company is Affinity Gaming, a Nevada corporation (the “Company” or “Affinity”). The Company’s executive offices are located at 3755 Breakthrough Way, Suite 300, Las Vegas, Nevada 89135 and its telephone number is (702) 341-2400.

(b)Securities: The subject class of equity securities is the common stock, par value $0.001 per share, of the Company. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting—Voting Rights; Quorum”

“Information about Affinity—Security Ownership of Certain Beneficial Owners and Management”

(c)Trading Market and Price: There is no established trading market for the Company’s Common Stock, except for limited or sporadic, negotiated transactions.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Information about Affinity—Market Price of Affinity Common Stock and Dividend Information”

(d)Dividends: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Merger Financing”

“The Merger Agreement—Interim Operations”

“Information about Affinity—Market Price of Affinity Common Stock and Dividend Information”

(e)Prior Public Offerings: Not applicable.

(f)Prior Stock Purchases: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Transactions in Affinity Common Stock”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

Item 3.Identity and Background of Filing Person.

(a)Name and Address: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Information about Affinity—Background”

“Information about Affinity—Directors and Executive Officers”

“Information about Affinity—Security Ownership of Certain Beneficial Owners and Management”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

(b)Business and Background of Entities: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Information about Affinity—Background”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

(c)Business and Background of Natural Persons: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Background”

“Information about Affinity—Directors and Executive Officers”

“Information about Affinity—Security Ownership of Certain Beneficial Owners and Management”

“Information about Affinity—Related Party Transactions”

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“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

Item 4.Terms of the Transaction.

(a)Material Terms.

(1)Tender Offers. Not applicable.

(2)Mergers or Similar Transactions. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

“Special Factors—Structure of the Merger”

“Special Factors—Payment of the Merger Consideration and Surrender of Stock Certificates”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“Special Factors—Material U.S. Federal Income Tax Consequences”

“Special Factors—Anticipated Accounting Treatment of the Merger”

“The Merger Agreement—Conditions to the Merger”

“The Merger Agreement—Treatment of Stock Options and Restricted Stock”

“Agreements Involving Common Stock — Voting Agreements”

“The Special Meeting—Voting Rights; Quorum”

“Approval of the Merger Proposal (Proposal 1)—Vote Required and Board Recommendation”

Appendix A—Agreement and Plan of Merger

(c)Different Terms: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Payment of the Merger Consideration and Surrender of Stock Certificates”

“Special Factors—Merger Financing—Rollover Investments”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“The Merger Agreement—Treatment of Stock Options and Restricted Stock”

(d)Appraisal Rights: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger—The Merger”

“Special Factors—Appraisal Rights”

“The Special Meeting—Appraisal and Dissenters’ Rights”

Appendix D—Nevada Revised Statutes §78.3793 and  §§92A.300-92A.500

(e)Provisions for Unaffiliated Security Holders: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Background”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

(f)Eligibility for Listing or Trading: Not applicable.

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Item 5.Past Contacts, Transactions, Negotiations and Agreements.

(a)Transactions: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Directors and Executive Officers”

“Information about Affinity—Security Ownership of Certain Beneficial Owners and Management”

“Information about Affinity—Related Party Transactions”

“Information about Affinity—Transactions in Affinity Common Stock”

(b)-(c)Significant Corporate Events; Negotiations or Contacts: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Merger Financing”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“The Merger Agreement”

“The Limited Guarantee”

“Information about Affinity—Related Party Transactions”

Appendix A—Agreement and Plan of Merger

(e)Agreements Involving the Subject Company’s Securities: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Merger Financing”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“Agreements Involving Common Stock—Voting Agreements”

“Agreements Involving Common Stock—Joinder Agreement”

“The Merger Agreement—Financing”

“Information about Affinity—Related Party Transactions”

Appendix A—Agreement and Plan of Merger

Item 6.Purposes of the Transaction and Plans or Proposals.

(b)Use of Securities Acquired: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“The Merger Agreement—Treatment of Stock Options and Restricted Stock”

Appendix A—Agreement and Plan of Merger

(c)(1)-(8)Plans: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

4

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

“Special Factors—Structure of the Merger”

“Special Factors—Payment of the Merger Consideration and Surrender of Stock Certificates”

“Special Factors—Merger Financing”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“The Merger Agreement—The Merger”

“The Merger Agreement—Treatment of Stock Options and Restricted Stock”

“The Merger Agreement—Interim Operations”

“The Merger Agreement—Employee Benefits”

“The Merger Agreement—Financing”

Appendix A—Agreement and Plan of Merger

Item 7.Purposes, Alternatives, Reasons and Effects.

(a)Purposes: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

(b)Alternatives: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

(c)Reasons: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

Appendix B—Opinion of Financial Advisor

(d)Effects: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

5

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Plans for Affinity after the Merger”

“Special Factors—Structure of the Merger”

“Special Factors—Payment of the Merger Consideration and Surrender of Stock Certificates”

“Special Factors—Merger Financing”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“Special Factors—Estimated Fees and Expenses of the Merger”

“Special Factors—Appraisal and Dissenters’ Rights”

“Special Factors—Material U.S. Federal Income Tax Consequences”

“The Merger Agreement—The Merger”

“The Merger Agreement—Treatment of Stock Options and Restricted Stock”

“The Merger Agreement—Interim Operations”

“The Merger Agreement—Financing”

“The Special Meeting—Appraisal and Dissenters’ Rights”

Appendix A—Agreement and Plan of Merger

Appendix D—Nevada Revised Statutes §78.3793 and  §§92A.300-92A.500

Item 8.Fairness of the Transaction.

(a)-(b)Fairness; Factors Considered in Determining Fairness: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of Affinity for the Merger”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

Appendix B—Opinion of Financial Advisor

The presentation dated August 22, 2016 prepared by Deutsche Bank Securities Inc. (“Deutsche Bank”) and reviewed by the Special Committee of the Board of Directors of the Company (the “Special Committee”) is attached hereto as Exhibit (c)(2) and is incorporated by reference herein.

(c)Approval of Security Holders: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“The Merger Agreement—Conditions to the Merger”

“Agreements Involving Common Stock—Voting Agreements”

“Approval of the Merger Proposal (Proposal 1)—Vote Required and Board Recommendation”

Appendix A—Agreement and Plan of Merger

(d)Unaffiliated Representative: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

(e)Approval of Directors: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated

6

herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“The Special Meeting—Recommendations of the Board and the Special Committee”

“Approval of the Merger Proposal (Proposal 1)—Vote Required and Board Recommendation”

(f)Other Offers: Not Applicable.

Item 9.Reports, Opinions, Appraisals and Negotiations.

(a)-(c)Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Other Matters—Available Information”

Appendix B—Opinion of Financial Advisor

The presentation dated August 22, 2016 prepared by Deutsche Bank and reviewed by the Special Committee is attached hereto as Exhibit (c)(2) and is incorporated by reference herein.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Common Stock or any representative who has been so designated in writing.

Item 10.Source and Amounts of Funds or Other Consideration.

(a)Source of Funds: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Merger Financing”

“The Merger Agreement—Financing”

Appendix A—Agreement and Plan of Merger

(b)Conditions: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Merger Financing”

“The Merger Agreement—Financing”

“The Limited Guarantee”

Appendix A—Agreement and Plan of Merger

(c)Expenses: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Estimated Fees and Expenses of the Merger”

“The Merger Agreement—Company Termination Fee”

“The Merger Agreement—Parent Termination Fee”

Appendix A—Agreement and Plan of Merger

(d)Borrowed Funds: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein

7

by reference:

“Summary Term Sheet”

“Special Factors—Merger Financing”

“The Merger Agreement—Financing”

“The Merger Agreement—Amendment of Existing Credit Agreement”

Appendix A—Agreement and Plan of Merger

Item 11.Interest in Securities of the Subject Company.

(a)Securities Ownership: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Information about Affinity—Security Ownership of Certain Beneficial Owners and Management”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

(b)Securities Transactions: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Transactions in Affinity Common Stock”

“Information Concerning the Purchaser Parties and the Z Capital Filing Persons”

Item 12.The Solicitation or Recommendation.

(d)Intent to Tender or Vote in a Going-Private Transaction: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Merger Financing—Rollover Investments”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Intent to Vote”

“The Merger Agreement—Voting”

“Agreements Involving Common Stock—Voting Agreements”

Appendix A—Agreement and Plan of Merger

(e)Recommendations of Others: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Purchaser Parties and the Z Capital Filing Persons as to the Fairness of the Merger to Affinity’s Stockholders That Are Not Z Capital Rollover Investors”

“Special Factors—Purposes and Reasons of the Purchaser Parties and the Z Capital Filing Persons for the Merger”

“The Special Meeting—Recommendations of the Board and the Special Committee”

“Approval of the Merger Proposal (Proposal 1)—Vote Required and Board Recommendation”

Item 13.Financial Statements.

(a)Financial Information: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Information about Affinity—Selected Historical Consolidated Financial Data”

“Information about Affinity—Ratio of Earnings to Fixed Charges”

“Information about Affinity—Book Value Per Share”

“Other Matters—Available Information”

“Other Matters—Information Incorporated by Reference”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the financial statements set forth in Part I, Item 1 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016 are incorporated herein by reference.

8

(b)Pro Forma Information: Not applicable.

Item 14.Persons/Assets, Retained, Employed, Compensated or Used.

(a)-(b)Solicitations or Recommendations; Employee and Corporate Assets: The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger and Special Committee Proceedings”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

“Special Factors—Estimated Fees and Expenses of the Merger”

“The Special Meeting—Proxy Solicitation”

Appendix A—Agreement and Plan of Merger

Item 15.Additional Information.

(b)Golden Parachute Compensation. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Treatment of Stock Options and Restricted Stock”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Affinity’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest”

“Special Factors—Potential Change of Control Payments to Named Executive Officers”

(c)Other Material Information. The entirety of the Preliminary Proxy Statement, including the schedule and appendices attached thereto, is incorporated herein by reference.

Item 16.Exhibits.

(a)(1)	Preliminary Proxy Statement of Affinity Gaming (incorporated herein by reference to the Schedule 14A filed concurrently with this Schedule 13E-3).
(a)(2)	Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(3)	Letter to Stockholders (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(4)	Notice of Special Meeting of Stockholders (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(5)	Press Release issued by Affinity Gaming, dated August 23, 2016 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2016).
(b)(1)	Commitment Letter, dated August 22, 2016, between Citizens Bank, N.A. and Merger Sub (incorporated herein by reference to Exhibit 99.31 to the Amendment No. 31 to Schedule 13D filed by certain of the Z Capital Filing Persons with the SEC on August 23, 2016).
(b)(2)	First Amendment to Credit Agreement, dated as of September 30, 2016, among the Affinity Gaming, the Subsidiary Guarantors and Credit Suisse AG, Cayman Islands Brach, as administrative agent and as collateral agent (incorporated hereing by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2016).
(c)(1)	Opinion of Deutsche Bank, dated August 22, 2016 (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement).
(c)(2)	Presentation of Deutsche Bank to the Special Committee, dated August 22, 2016.
(d)(1)	Agreement and Plan of Merger, dated August 22, 2016, among Z Capital Owner, LLC, Affinity Merger Sub, Inc. and Affinity Gaming (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement).
(d)(2)	Limited Guarantee, dated as of August 22, 2016, by and among Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., and the Company (incorporated herein by reference to Appendix C of the Preliminary Proxy Statement).
(d)(3)	Voting and Support Agreement, dated as of August 22, 2016, by and among Parent, Merger Sub, and SPH Manager, LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2016).

9

(d)(4)	Voting and Support Agreement, dated as of August 22, 2016, by and among Parent, Merger Sub, One East Partners Master, L.P., One East Partners Opportunities, L.P., One East Capital Advisors, L.P., and One East Partners Capital Management LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2016).
(d)(5)	Voting and Support Agreement, dated as of August 22, 2016, by and among the Company, Z Capital Partners Fund Holdings I, L.L.C., Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., Z Capital HG, L.L.C., Z Capital HG-C, L.L.C., Z Capital CUAL Co-Invest, L.L.C., Z Capital Partners GP I, L.P., Z Capital Partners GP II, L.P., Z Capital Partners UGP, L.L.C., Z Capital Partners, L.L.C., Z Capital Group, L.L.C., Zenni Holdings, L.L.C., and James J. Zenni, Jr. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2016).
(d)(6)	Equity Commitment Letter, dated August 22, 2016, by and among Z Capital Partners II, L.P., Z Capital Partners, II-A, L.P., Z Capital Partners II-B, L.P., and Parent (incorporated herein by reference to Exhibit 99.32 to the Amendment No. 31 to Schedule 13D filed by certain of the Z Capital Filing Persons with the SEC on August 23, 2016).
(d)(7)	Rollover Commitment Letter, dated August 22, 2016, by and among Z Capital Partners GP I, L.P., Z Capital CUAL Co-Invest, L.L.C., Z Capital HG-C, L.L.C., Z Capital HG, L.L.C., Z Capital Partners Fund Holdings I, L.L.C., Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., and Parent (incorporated herein by reference to Exhibit 99.30 to the Amendment No. 31 to Schedule 13D filed by certain of the Z Capital Filing Persons with the SEC on August 23, 2016).
(d)(8)	Acknowledgement and Joinder, dated August 22, 2016, by and between Z Capital Partners, L.L.C. and the Company (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2016).
(d)(9)	Confidentiality Agreement, dated November 28, 2015, by and between the Company and Z Capital Partners, L.L.C.
(d)(10)	Second Amendment to Executive Employment Agreement, dated October 13, 2016, by and between Affinity Gaming and Michael Silberling.
(d)(11)	Second Amendment to Confidential Employment Agreement, dated October 13, 2016, by and between Affinity Gaming and Walter Bogumil.
(d)(12)	First Amendment to Confidential Employment Agreement, dated October 13, 2016, by and between Affinity Gaming and Jeffrey Solomon.
(d)(13)	Z Capital Holdings, LLC Management Equity Term Sheet.
(f)(1)	Nevada Revised Statutes §78.3793 and §§92A.300-92A.500 (incorporated herein by reference to Appendix D of the Preliminary Proxy Statement).

10

SIGNATURES

After due inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of October 13, 2016

Affinity Gaming
By:	/s/ Michael Silberling
	Name: Michael Silberling
	Title: Chief Executive Officer
Z Capital Affinity Owner, LLC
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Affinity Merger Sub, Inc.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Zenni Holdings, LLC
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Group, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners GP I, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners GP II, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners I, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person

11

Z Capital Partners II, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners II-A, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners II-B, L.P.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners Fund Holdings I, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners HG, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Partners HG-C, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital HG, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital HG-C, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital CUAL Co-Invest, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
Z Capital Affinity Holdings, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name: James J. Zenni, Jr.
	Title: Authorized Person
/s/ James J. Zenni, Jr.
James J. Zenni, Jr.

12

EX-99.(C)(2)

Exhibit (c)(2)

Deutsche Bank Corporate & Investment Banking CONFIDENTIAL Special Committee of the Board of Directors Discussion materials August 22, 2016 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.

IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the company code-named Arrow (the “Recipient”) to whom it is addressed. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). Statements and opinions regarding the Recipient's investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities. This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient's business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting or tax advice. Nothing herein shall be taken as constituting the giving of investment advice and this Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary relationship between the Recipient and Deutsche Bank. Deutsche Bank Corporate & Investment Banking

Contents Section 1 2 3 Situation update Arrow overview Valuation 1 5 18 Appendix I II III Arrow WACC analysis Gaming transaction comparables Trading comparables 25 26 27 Deutsche Bank Corporate & Investment Banking

Deutsche Bank Corporate & Investment Banking Section 1 Situation update

Bid overview ($ in millions, except per share values) Deutsche Bank Corporate & Investment Banking 1 (a) Last trade was $13.50 as of April 2016. Source: Insider-monitor.com, OTC markets Offer price $17.35 Shares outstanding (mm) 20.4 Equity market capitalization $354 Debt 300 Cash (75) Total enterprise value $579 TEV / 2016E EBITDA ($80mm) 7.2x TEV / 2017E EBITDA ($90mm) 6.4x Premium to last trade(a) 29%

Key transaction terms as a wholly-owned subsidiary of Parent Deutsche Bank Corporate & Investment Banking 2 Transaction Overview At the closing a wholly-owned subsidiary of an affiliate of Z Capital (“Parent”) will merge with Arrow, with Arrow surviving Consideration Each share of Arrow common stock will be cancelled and converted into the right to receive $17.35, without interest, and subject to deduction for any required withholding tax. Exceptions include shares held by Z Capital affiliates (“Rollover Investors”), shares held in treasury, restricted stock and dissenting shares Closing Conditions Approval of holders of a majority of the outstanding Arrow shares. At signing, Z Capital, Silver Point and One East to deliver voting agreements with Parent (which terminate upon termination of the merger agreement) Receipt of HSR clearance and Colorado, Iowa, Missouri and Nevada gaming approvals No financing condition. At signing, Z Capital to deliver debt and equity financing commitments and Rollover Investors to deliver rollover commitment Regulatory Clearance Parties to use “reasonable best efforts” or “best efforts” to obtain antitrust clearance and gaming law clearance, respectively, provided that Parent is not required to (i) agree to material changes or restrictions on its post-closing capital structure or balance sheet, ability to own or operate any material assets or ability to exercise full ownership rights over the stock of the post-closing surviving corporation or (ii) with respect to obtaining antitrust clearance, agree to divest or hold separate any material assets Deal Protection Arrow subject to a no-shop covenant and requirement to maintain board recommendation, subject to a fiduciary exception for superior proposals (and ability to change board recommendation based on other intervening events) Matching rights and obligation to negotiate in the event of a superior proposal. Negotiation period is 3 business days after initial notice of a superior proposal and 2 business days after notice of modification of the material terms and conditions of a superior proposal

Key transaction terms (continued) Deutsche Bank Corporate & Investment Banking 3 Termination Provisions Terminable by either party if merger is not consummated by April 22, 2017 (the “Outside Date”), subject to a four business day extension if the marketing period will be completed prior to the Outside Date but after the third business day before the Outside Date Terminable by Arrow in the event Arrow enters into an agreement for a superior proposal in accordance with the no-shop/fiduciary exception provisions Other customary termination rights, including for failure to obtain stockholder approval, failure to maintain board recommendation in favor of transaction, or for any other material breach of the no-shop covenant Termination Fees Termination Fee of $12,425,750 (equal to 3.5% of Arrow’s equity value) payable by Arrow if (i) Arrow enters into or consummates a competing transaction within 12 months after the agreement is terminated due to (x) failure to obtain stockholder approval, if at or prior to the time of the stockholder meeting a competing proposal has been made or (y) failure to complete the merger prior to the Outside Date, if prior the date of such termination, no applicable gaming authority has indicated that it will not provide gaming approval and a competing proposal has been made, (ii) the agreement is terminated due to change in board recommendation in favor of transaction, entry into a competing transaction agreement or other material breach of the no-shop covenant or (iii) the agreement is terminated due to a breach by Arrow that would result in failure of a closing condition Reverse Termination Fee of $7,100,428 (equal to 2% of Arrow’s equity value) payable by Parent (for the sole benefit of Arrow stockholders that are not Z Capital affiliates) if the agreement is terminated due to failure of closing condition relating to gaming approvals or an injunction, order or decree relating to gaming laws prohibiting the merger (unless primarily caused by Arrow’s breach of the agreement) Reverse Termination Fee of $17,751,070 (equal to 5% of Arrow’s equity value) payable by Parent if (i) the agreement is terminated due to a breach by Parent that would result in failure of a closing condition or (ii) all conditions to Parent’s obligation to close are satisfied and Parent fails to close Remedies Specific performance available No post-closing indemnity; representations and warranties do not survive the closing

Updates in the materials On the illustrative valuation analysis “football field,” we added a vertical line at $17.35 per share representing the price at which Z Capital gained exclusivity We narrowed the reference ranges for each of the valuation methodologies – typically involved raising of low end and lowering of high end, but not necessarily symmetrically On selected transaction comparables page, we removed the Pinnacle / GLPI transaction from the page – previously we had orally informed the Board we were not using this to develop the reference range and had included only to show a recent data point For discounted cash flow methodology, we have updated 2016 cash flow to reflect only the second half of the year – we are now using balance sheet as of June 30, 2016 – cash flows from first six months are already reflected in the net debt For discounted future share price methodology, we replaced the TEV/2016E forward multiple with TEV/2017E forward multiple, which functionally reduced the reference range – reflects fact that we are approaching the middle of the third quarter – forward EBITDA numbers have been updated to FY+1 to reflect change in multiple – in addition, we reduced the cost of equity to a range of 12% - 14%, which increased the reference range Deutsche Bank Corporate & Investment Banking 4

Deutsche Bank Corporate & Investment Banking Section 2 Arrow overview

Geographic overview % 2016E property EBITDA Colorado 6% Missouri 29% Nevada 52% Iowa 13% Total: $96.3mm % table games Iowa 8% Missouri 14% Nevada 50% Colorado 28% Total: 150 table games % slot machines Iowa 14% Colorado 15% Nevada 54% Missouri 17% Total: 7,086 slot machines Deutsche Bank Corporate & Investment Banking 5 Source: Company filings, Arrow management Primm Valley Resort & Casino Buffalo Bill’s Resort & Casino Whiskey Pete’s Hotel & Casino Silver Sevens Hotel & Casino St Jo Frontier Casino Mark Twain Casino Golden Mardi Gras Golden Gate Casino Golden Gulch Casino Lakeside Casino Resort Rail City Casino

Portfolio overview Year built/ remodeled Table games Hotel rooms RV spaces Location Gaming SF Slots Midwest St Jo Frontier Casino Mark Twain Casino Lakeside Casino Resort Total Midwest St. Joseph, MO LaGrange, MO Osceola, IA 2005 2001 2005 13,000 18,000 36,000 515 636 960 10 13 13 – – 150 – 8 47 67,000 2,111 36 150 55 Southern Nevada Silver Sevens Total Southern Nevada Las Vegas, NV 2006 25,000 834 8 327 – 25,000 834 8 327 – Primm Primm Valley Resort & Casino Buffalo Bill’s Resort & Casino Whiskey Pete’s Hotel & Casino Total Primm Primm, NV Primm, NV Primm, NV 1990 1994 1977 38,000 62,000 36,000 789 888 562 26 28 10 626 1,243 779 – – – 136,000 2,239 64 2,648 – Northern Nevada Rail City Casino Total Northern Nevada Sparks, NV 2007 24,000 852 6 – – 24,000 852 6 – – Black Hawk Golden Mardi Gras Golden Gate Casino Golden Gulch Casino Total Black Hawk Black Hawk, CO Black Hawk, CO Black Hawk, CO 2000 1992 2003 NA NA NA 694 264 92 11 25 NA – – – – – – 36,391 1,050 36 – – Total casinos 288,391 7,086 150 3,125 55 Deutsche Bank Corporate & Investment Banking 6 Note: Portfolio information as of August 2016. Source: Company filings, Arrow management

Arrow management projections ($ in thousands) Arrow management is on track to deliver a year-Total net revenue % growth (a) over-year EBITDA growth rate of 17%. The next two years are projected to increase by 13% and 11% sequentially EBITDA Primm Valley Resorts Deutsche Bank Corporate & Investment Banking 7 Note:2012 represents first year with Colorado properties. 2012 growth rates are on same-store basis excluding Colorado. (a) References in this presentation to Arrow’s “EBITDA” refer to Arrow management’s projections for Adjusted EBITDA excluding non-recurring corporate expense. Source: Arrow management, dated August 3, 2016 2012A2013A2014A2015A2016E2017E2018E2019E2020E '15 - ‘20 CAGR $403,176 $390,488 $387,990 $393,301 6.5%(3.1%)(0.6%)1.4% $14,292$11,293$11,586$21,209 $378,927 $378,927 $382,716 $386,543 $390,408 (3.7%)(2.3%)1.0%1.0%1.0% $29,056$37,428$42,432$43,635$45,645 (0.3%) 16.6% Silver Sevens$8,894$8,243$6,814$9,881 $12,377$13,422$14,403$14,548$14,693 8.3% Rail City Casino$9,598$9,073$7,781$9,159 $8,863$9,211$9,585$9,681$9,778 1.3% Lakeside Iowa$12,255$11,784$11,089$12,419 $12,489$12,489$13,959$14,098$14,239 2.8% Mark Twain$15,435$13,897$12,450$13,395 $13,474$13,645$14,126$14,267$14,410 1.5% St. Jo Frontier$13,130$11,360$10,590$12,923 $14,417$15,295$16,241$16,403$16,567 5.1% Colorado Total property EBITDA % growth % margin Corporate Expense Total EBITDA Equity compensation Adjusted EBITDA Non-recurring corporate expense Adjusted EBITDA excl. non-recurring % growth % margin Maintenance capital expenditures $7,718$8,322$4,593$5,280 $5,670$7,062$8,560$8,645$8,732 10.6% $81,322$73,972$64,905$84,267 17.8%(9.0%)(12.3%)29.8% 20.2%18.9%16.7%21.4% (12,726)(12,233)(14,814)(19,888) $96,345 $108,554 $119,305 $121,278 $124,064 14.3%12.7%9.9%1.7%2.3% 25.4%28.6%31.2%31.4%31.8% (18,683)(19,617)(20,598)(21,628)(22,709) 8.0% 2.7% $68,596$61,739$50,091$64,379 2,0751,1704561,205 $77,662$88,936$98,707$99,650 $101,355 1,3321,3321,3321,3321,332 9.5% $70,671$62,909$50,547$65,584 5011,1384,1082,956 $78,994$90,268 $100,039 $100,982 $102,687 1,087----9.4% $71,172$64,046$54,654$68,540 21.7%(10.0%)(14.7%)25.4% 17.7%16.4%14.1%17.4% $16,342$17,462 $80,081$90,268 $100,039 16.8%12.7%10.8% 21.1%23.8%26.1% $100,982 $102,687 0.9%1.7% 26.1%26.3% 8.4% (3.4%) $14,500$16,014$14,700$14,700$14,700 Project capital expenditures Total capital expenditures --6,5008,0001,500--$16,342$17,462 $21,000$24,014$16,200$14,700$14,700 (3.4%)

Arrow’s current capitalization As of % of 6/30/2016 ($ in millions) 6/30/16 total cap xLTM EBITDA Spread / Coupon Maturity Rating Cash $75.0 Corp: B1 / B+ Revolver ($75mm) Term loan B Total secured debt Total debt --300.0 L+400 L+400 2023 2023 B1 / BB-B1 / BB-45.9% 4.3x $300.0 45.9% 4.3x $300.0 45.9% 4.3x Share price Shares outstanding Equity market capitalization(a) $17.35 20.4 $353.5 54.1% 5.1x Total capitalization $653.5 100.0% 9.4x Total enterprise value $578.5 8.3x LTM financials EBITDA Interest expense Capex $69.4 30.7 19.2 Credit statistics Debt / LTM EBITDA Net debt / LTM EBITDA Covenant net debt / LTM EBITDA 4.3x 3.2x 4.0x LTM EBITDA / interest expense (LTM EBITDA - capex) / int exp 2.3x 1.6x Note: Capital structure is pro forma for the recently closed refinancing. (a) Based on revised offer price of $17.35 and 20.377 million shares outstanding. Source: Company filings, FactSet Deutsche Bank Corporate & Investment Banking 8

Primm Valley Casinos Primm, Nevada Market highlights Local gaming properties map Casino and Casino Historical and projected financials ($ in thousands) Primm Valley Resorts Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 9 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $160,676$159,791$163,521 (0.6%)2.3% $11,293$11,586$21,209 7.3%13.0% $152,769$152,769$154,297$155,840$157,398 (6.6%)-1.0%1.0%1.0% $29,056$37,428$42,432$43,635$45,645 19.0%24.5%27.5%28.0%29.0% Primm Valley Resort Buffalo Bill’s Resort and Casino Searchlight Nugget Jets Gaming – Searchlight Whiskey Pete’s Hotel and Casino Gold Strike Hotel & Gambling Hall M Resort – The Primm Valley Resorts constitute Arrow’s largest operations, consisting of three distinct casinos – 2,239 slot machines and 64 table games – three hotels with a combined 2,648 rooms – Includes one of the highest volume Chevron service station west of the Mississippi, as well as a convenience and lottery store – Planned remodels at the properties include: – refresh of 1,591 rooms – shut down existing tower rooms at Whiskey Pete’s – Pool, parking lot and other common area improvements – Initiatives in 2016 include: IGT upgrade

Silver Sevens Hotel Las Vegas, Nevada & Casino Property highlights Local gaming properties map Sam’s Town Hotel & Gambling Hall Casino Terrible’s Bowl Historical and projected financials ($ in thousands) Silver Sevens Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 10 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $42,461$40,558$41,759 (4.5%)3.0% $8,243$6,814$9,881 16.8%23.7% $41,944$41,944$42,363$42,787$43,215 0.4%-1.0%1.0%1.0% $12,377$13,422$14,403$14,548$14,693 29.5%32.0%34.0%34.0%34.0% Silver Sevens Hotel & Casino Hard Rock Hotel and Ellis Island Casino and Brewery Eastside Cannery Casino & Hotel Bally’s – Las Vegas Stage Door Casino Westin Casuarina Las Vegas Hotel, Casino and Spa The Gathering Pub – Silver Sevens Hotel & Casino was formerly known as Terrible’s Hotel & Casino – In 2016, the asset is expected to generate revenue of $41.9 million and EBITDA of $12.4 million – Since 2010, the property refreshed its gaming floor with over $4 million in new slot product as well as a floor reconfiguration – The Company remodeled its hotel rooms in 2012 to position them more competitively within the off-strip destination market – Initiatives in 2016 include: IGT upgrade and remodeled buffet Best Western Mardi Gras Hotel and Casino Tuscany Suites and Casino

Rail City Casino Sparks, Nevada Property highlights Local gaming properties map and Casino and Casino Historical and projected financials ($ in thousands) Rail City Casino Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 11 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $27,703$27,166$27,922 (1.9%)2.8% $9,073$7,781$9,159 28.6%32.8% $27,913$27,913$28,192$28,474$28,758 (0.0%)-1.0%1.0%1.0% $8,863$9,211$9,585$9,681$9,778 31.8%33.0%34.0%34.0%34.0% Grand Sierra Resort Club Cal Neva Hotel Casino Baldini’s Sports Casino Nugget John Ascuaga’s Nugget Eldorado Hotel Casino Sierra Sid’s Casino Sands Regency Casino Hotel Western Village Inn Circus Circus Hotel Casino – Reno Rail City Casino Silver Legacy Resort Casino – Rail City operates in the Reno/Sparks market and compete for local gaming customers with other locals-oriented casinos, casino/hotels and with Native American gaming operations in Northern California – Located in Sparks, Nevada (suburb of Reno) with 852 slot machines, 6 table games and 24,000 SF of gaming space including a sports book and keno – The property is expected to generate revenue of $27.9 million and EBITDA of $8.9 million in 2016 – Initiatives in 2016 include: IGT upgrade and remodeled buffet Ramada Reno Hotel & Diamonds Casino Harrah’s Reno Casino and Hotel

Lakeside Casino Osceola, Iowa Resort Property highlights Local gaming properties map Historical and projected financials ($ in thousands) Lakeside Casino Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 12 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $47,545$47,877$48,162 0.7%0.6% $11,784$11,089$12,419 23.2%25.8% $47,657$47,657$48,134$48,615$49,101 (1.0%)-1.0%1.0%1.0% $12,489$12,489$13,959$14,098$14,239 26.2%26.2%29.0%29.0%29.0% – In 2012, spent $10 million on an expansion and renovation project – In 2016, the property is expected to generate revenues of $47.7 million and EBITDA of $12.5 million – In late 2011, Lakeside signed an Agreement with Pilot Travel Centers to lease 11.2 acres of land adjacent to the property – Pilot invested approximately $3.2 million in the new truck stop – Pilot opened on December 12, 2011 and has been seeing upwards of 80 – 100 trucks per night – Lakeside Iowa recently spent $393K in new signage as part of rebranding efforts

Mark Twain Casino La Grange, Missouri Property highlights Local gaming properties map Historical and projected financials ($ in thousands) Mark Twain Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 13 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $36,361$35,548$35,104 (2.2%)(1.2%) $13,897$12,450$13,395 35.0%38.2% $34,113$34,113$34,454$34,799$35,147 (2.8%)-1.0%1.0%1.0% $13,474$13,645$14,126$14,267$14,410 39.5%40.0%41.0%41.0%41.0% Mark Twain Casino Catfish Bend Casino – Mark Twain Casino was Arrow’s top EBITDA producing property in 2012, 2013 and 2014 – expected to generate revenues of $34.1 million and EBITDA of $13.5 million in 2016 – Mark Twain is the only casino in northeast Missouri – The property recently completed $131,000 in signage and rebranding efforts. – Mark Twain is located 75 miles from the nearest casino – Initiatives in 2016 include: QSR

St Jo Frontier Casino St. Joseph, Missouri Property highlights Local gaming properties map Historical and projected financials ($ in thousands) St Jo Frontier Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 14 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $38,386$38,639$39,261 0.7%1.6% $11,360$10,590$12,923 27.4%32.9% $39,219$39,219$39,611$40,007$40,407 (0.1%)-1.0%1.0%1.0% $14,417$15,295$16,241$16,403$16,567 36.8%39.0%41.0%41.0%41.0% Harrah’s North Kansas City Casino & Hotel Ameristar Casino Hotel – Kansas City Isle of Capri Casino – Kansas City Golden Eagle Casino Argosy Casino Hotel & Spa Hollywood Casino at Kansas Speedway 7th Street Casino St. Jo Frontier Casino Casino White Cloud – St Jo Frontier Casino reopened in September 2011 after a brief interruption caused by flooding – The property has seen record business volumes and profitability since its reopening – expected to generate revenues of $39.2 million and EBITDA of $14.4 million in 2016 – St Jo spent $192,000 on signage and rebranding efforts in 2011 – EBITDA margin improved from 35.0% in June 2015 to 35.8% in June 2016 Sac & Fox Casino

Black Hawk Casinos Black Hawk, Colorado Black Hawk Casinos overview Market highlights Black Hawk Historical and projected financials ($ in thousands) Black Hawk Casinos Net Revenue % growth Property EBITDA % margin Deutsche Bank Corporate & Investment Banking 15 Source: Company filings, Wall Street research 2013A2014A2015A 2016E2017E2018E2019E2020E $37,356$38,411$37,571 2.8%(2.2%) $8,322$4,593$5,280 12.0%14.1% $35,312$35,312$35,665$36,022$36,382 (6.0%)-1.0%1.0%1.0% $5,670$7,062$8,560$8,645$8,732 16.1%20.0%24.0%24.0%24.0% – Arrow acquired the real property assets of the Golden Gaming’s Black Hawk casinos in 2012 – Arrow received its Colorado gaming license and began managing the Black Hawk properties on November 1, 2012 – The properties are expected to collectively produce over $35.3 million in revenue and over $5.7 million in annual EBITDA in 2016 – Management believes it can improve the profitability of operations via repositioned, slot-centric marketing efforts, better deployment of labor and several minor capital projects Black Hawk Station Z Casino Black Hawk Ameristar Casino Resort Spa Fitzgeralds The Lodge Casino at Black Hawk Bull Durham Saloon and Casino Lady Luck Casino Wild Card Saloon Sasquatch Casino Isle Casino Hotel – Black Hawk The Gilpin Casino Canyon Casino Golden Mardi Gras Casino Golden Gates Casino Golden Gulch Casino Riviera Black Hawk Casino

Executive management and directors Joined Arrow in August 2014 after holding a senior leadership position at Caesars Entertainment Corporation. Joined Arrow in March 2015 from previous employment at Penn National Gaming, Inc where he served as Vice President of Financial Analysis. Joined Arrow in February 2016 after serving as Senior Vice President of Marketing Strategy at Caesars Entertainment. Joined Arrow in 2011 after serving as Senior Vice President, Law and Administration, as well as Secretary for Tropicana Entertainment, Inc. Joined Arrow in 2014. Prior to joining Arrow, he served as Senior Vice President of Marketing at the Hard Rock Casino. Michael Silberling Chief Executive Officer Chief Financial Officer, Treasurer and Senior Vice President Walter Bogumil Jeffrey Soloman Chief Operating Officer Senior Vice President, General Counsel and Secretary Marc Rubinstein Vince Lentini Senior Vice President of Marketing David Reganato Chairman of Board Senior investment analyst at Silver Point Capital. Michael Silberling Director Chief Executive Officer of Arrow. Matthew Doheny Director President of North Country Capital. James Cacioppo Director Founder of One East Capital Advisors. Andrei Scrivens Director Managing Director at Z Capital Partners. Eric Tanjeloff Director Managing Director at Melody Capital Partners. James Zenni Director Founder of Z Capital Management LLC. Deutsche Bank Corporate & Investment Banking 16 Board of DirectorsRoleCurrent position Executive managementRoleBackground

Current shareholders Z Capital Partners, LLC 8.4 41.3% SPH Manager LLC 5.5 27.2% Spectrum Group Management 2.0 10.0% Highland Capital Management 1.7 8.2% Executive management and directors 0.6 3.2% Other 2.1 10.2% Total 20.4 100.0% Deutsche Bank Corporate & Investment Banking 17 Source: Company filings ShareholderShares owned (mm)% shares owned

Deutsche Bank Corporate & Investment Banking Section Valuation 3

Illustrative valuation analysis Deutsche Bank Corporate & Investment Banking Note: All analyses assume debt balance pro forma for the recent refinancing, 20.4 million shares and total cash balance of $75mm as of 6/30/16 as per Arrow management’s guidance 18 (a) Assumes 50% of 2016E EBITDA of $80.1 million and 50% of 2017E EBITDA of $90.3 million Source: Arrow management, Wall Street research Method Relevant parameters ($mm) Implied share price TEV / 2016E EBITDA multiple: 6.75x - 8.00x 2016E EBITDA: $80.1 million TEV / 2017E EBITDA multiple: 6.00x - 7.25x 2017E EBITDA: $90.3 million TEV / FY + 1 EBITDA multiple: 6.00x - 7.25x FY + 1 EBITDA: $85.2 million (a) WACC: 9% - 12% TEV / FY+1 EBITDA multiple: 6.00x - 7.25x Discount rate: 12.0% - 14.0% TEV / FY+1 EBITDA multiple: 6.00x - 7.25x $17.35 $15.49 $20.40 $15.54 $21.08 $14.04 $19.26 $16.92 $24.23 $15.54 $24.30 Trading comparables Transaction comparables Discounted cash flow Discounted future share price

Select trading comparables ($ in millions, except per share values) Eldorado Resorts Inc ERI 14.29 675 857 1,487 173 191 8.6x 7.8x 7 Full House Resorts, Inc. FLL 1.86 35 71 93 18 22 5.2x 4.3x 5 Deutsche Bank Corporate & Investment Banking 19 Note:Share price and estimates updated as of 8/19/2016. Financial information as of Q1 2016, except for ERI and MCRI which are as of Q2 2016. Source: Company filings, FactSet ArrowArrow$17.35$354$300$579$80$907.2x6.4x11 Mean4714719001151237.3x6.7x Median5504649641131247.8x7.4x Monarch Casino & Resort, Inc.MCRI24.084253544153578.3x7.7x2 Isle of Capri Casinos, Inc.ISLE$18.07$748$923$1,580$217$2247.3x7.1x14 Company Enterprise CurrentEquityTotalvalue Ticker price mkt cap debt (TEV) EBITDATEV / EBITDA 2016E 2017E 2016E2017E Properties

Select trading comparable EBITDA margin 2015A EBITDA LTM EBITDA as of 6/30/2016 30% 30% 25% 25% 18% 20% 20% 17% 15% 15% 10% 10% 5% 5% 0% 0% MCRI ISLE ERI Arrow FLL MCRI ISLE ERI Arrow FLL 2016E EBITDA 2017E EBITDA 30% 30% 24% 25% 25% 20% 19% 20% 20% 15% 15% 10% 10% 5% 5% 0% 0% MCRI ISLE Arrow ERI FLL MCRI Arrow ISLE ERI FLL Deutsche Bank Corporate & Investment Banking 20 Notes: Financial data as of 6/30/2016 except for FLL which is as of 3/31/2016. Source: Arrow management, Company filings % margin % margin % margin % margin 26% 22% 14% 25% 22%21% 13% 24% 22% 19%19% 12% 25% 20% 11%

Select trading comparable EBITDA growth rates 2014A EBITDA – 2015A EBITDA year-over-year LTM EBITDA as of 6/30/2016 35% 60% 30% 50% 25% 40% 20% 30% 15% 20% 10% 10% 5% 0% 0% FLL Arrow ERI MCRI ISLE FLL ERI MCRI Arrow ISLE 2015E EBITDA – 2016E EBITDA 2016E EBITDA – 2017E EBITDA 40% 35% 30% 25% 20% 15% 10% 5% 0% 37% 16% 14% 12% 10% 8% 6% 4% 2% 0% FLL Arrow ERI MCRI ISLE FLL Arrow ERI MCRI ISLE Deutsche Bank Corporate & Investment Banking 21 Notes: Financial data as of 6/30/2016 except for FLL which is as of 3/31/2016. Source: Arrow management, Company filings % growth % growth % growth % growth 14% 13% 10% 8% 3% 17% 10% 6% 3% 48% 29% 14%13% 5% 30% 25% 21% 15% 13%

Select transaction comparables Multiple of EBITDA Transaction Date announced Date closed Acquiror Target Properties(a) Value LTM Fwd (a) Properties represent total assets the target company had in its portfolio at the time of announcement. Forward EBITDA multiple calculated using $32 million in 2017E EBITDA including synergies. Forward EBITDA multiple calculated using 2014E EBITDA. Forward EBITDA multiple calculated using 2013E EBITDA. Forward EBITDA multiple calculated using 2013E EBITDA. Deutsche Bank 22 (b) Corporate & Investment Banking (c) (d) (e) Source: Company filings, press, Wall Street research Z CapitalArrow11$5798.3x7.2x Mean$1,2157.0x6.5x Median9777.0x6.7x 4/25/16PendingBoyd Gaming CorpCannery Casino Resorts2$230NA7.2x(b) 9/9/139/19/14Eldorado Resorts, LLCMTR Gaming35036.8x5.2x(c) 12/20/128/14/13Pinnacle GamingAmeristar Casinos82,6757.3x6.8x(d) 5/16/1211/20/12Boyd GamingPeninsula Gaming, LLC51,4507.0x6.6x(e)

Discounted cash flow analysis Discounted cash flow 2016(a) 2017 2018 2019 2020 EBITDA % growth D&A % margin Capex % margin Free cash flow calculation (unlevered) $39 26.4% 15 37.1% (11) 26.7% $90 129.2% 29 31.7% (24) 26.6% $100 10.8% 29 28.6% (16) 16.2% $101 0.9% 29 28.4% (15) 14.6% $103 1.7% 29 27.9% (15) 14.3% EBITDA Capex Taxes (unlevered)(b) Free cash flow (unlevered) Enterprise value calculation $39 (11) 0 $90 (24) (20) $100 (16) (27) $101 (15) (28) $103 (15) (28) $29 $46 $57 $59 $60 Illustrative 11% discount factor Present value of cash flows TEV 2017E / EBITDA 2021E EBITDA Terminal value (illustrative 6.5x multiple) PV of projection cash flows (+) PV of terminal value (multiple) Enterprise value Share price 97% $28 90% $42 81% $46 73% $43 66% $39 6.5x $104 $677 $198 424 $622 $19.46 Exit multiple 6.00x 6.25x 6.50x 6.75x 7.00x 7.25x 9.0% 10.0% 11.0% 12.0% Deutsche Bank Corporate & Investment Banking 23 Note: Assumes $75mm cash as of 6/30/16 as per management’s guidance. Please see Appendix I for WACC calculation. Assumes mid-year convention. (a) (b) As current balance sheet is as of 6/30/2016, assumes H2 2016 free cash flow for 2016 period. Arrow currently has $34 million of NOL’s which assumed to be fully utilized in the first and second year with no restrictions. Assumes no transaction which could limit use of the NOL’s. Source: Arrow management WACC $19.89$20.75$21.62$22.49$23.36$24.23 18.8519.6820.5221.3522.1823.01 17.8618.6619.4620.2621.0621.86 16.9217.6818.4519.2219.9920.76

Present value of future share price As of December 31, ($ in millions) 2016 2017 2018 2019 Forward EBITDA $90 $100 $101 $103 6.5x 6.5x 6.5x 6.5x 6.5x multiple Implied TEV $587 $650 $656 $667 (225) (171) (121) (71) Projected net debt Implied equity value $362 $480 $535 $597 Share count 20.4 20.4 20.4 20.4 $17.75 $23.54 $26.28 $29.28 Implied share price Implied share price discounted @ illustrative 13% discount rate $17.75 $20.83 $20.58 $20.29 Range of discounted future share prices(a) – 6.00x – 7.25x multiple Range of future share prices – 6.00x – 7.25x multiple $39.00 $29.00 $23.53 06 $34.00 $24.00 $29.00 $24.00 $19.00 76 $23.80 $19.00 .06 $14.00 $14.00 $9.00 $9.00 2016 2017 2018 2019 2016 2017 2018 2019 Deutsche Bank Corporate & Investment Banking 24 (a) Assumes a range of cost of equity between 12.0% to 14.0% Source: Arrow management $24.30$23.91 $21.08 $18.49$18.31 $18 $15.54 $33. $29.99 $27.22 $21.08 $26. $21.08 $15.54

Deutsche Bank Corporate & Investment Banking Appendix I Arrow WACC analysis

Arrow WACC analysis Assumptions and formulas Betas u Target debt Levered beta Cost of equity 0.66 0.76 0.86 0.66 0.76 0.86 Arrow levered beta calculation Based on: Arrow Arrow WACC buildup Peers beta analysis (a) (b) (c) (d) (e) Source: 2015 Ibbotson Classic Yearbook. Ibbotson’s Micro-Cap size premium. 30-year Treasury yield as of 8/12/2016. Average of historical BARRA betas for BYD, ISLE and MCRI. Weightings based on Arrow current capital structure as of 6/30/2016. Deutsche Bank Corporate & Investment Banking 25 Source: 2015 Ibbotson Classic Yearbook, United States Treasury website, FactSet, BARRA beta, company filings Boyd Gaming 1.4 Isle of Capri 1.1 Monarch Casino & Resort 0.9 Cost of debt (Kd) Cost of equity (Ke) Estimated all-in cost to maturity of debt 5.0% Risk-free rate Tax rate 38.2% Market risk premium * levered beta Country risk premium(b) Small cap premium Kd x (1 - T) 3.1% Ke Weighted Average Cost of Capital (WACC) Debt to total capitalization * cost of debt (Kd) Equity to total capitalization * cost of equity (Ke) WACC WACC 2.3% 6.7% 0.0% 3.7% 12.8% 1.0% 8.5% 9.6% 9.6% Unlevered beta 0.76 Target Debt / equity ratio 50.0% Implied debt / total capitalization 33.3% Assumed marginal tax rate (T) 38.2% Levered beta 0.99 (BL = BU x (1+(1-T) x D / E)) 25.0% 3.50% 0.79 0.91 1.04 11.4% 12.2% 13.1% 30.0% 3.75% 0.83 0.96 1.09 11.7% 12.6% 13.4% 33.3% 4.00% 0.86 0.99 1.12 11.9% 12.8% 13.7% 35.0% 4.25% 0.88 1.01 1.14 12.0% 12.9% 13.8% 40.0% 4.50% 0.93 1.07 1.21 12.4% 13.3% 14.3% to total cap Cost of debt Unlevered beta Unlevered beta (d) BL Debt / equity(e) Tax rate B Debt Equity Debt / total cap Arrow 1.16 84.9% 38.2% 0.76 $300 $354 45.9% Company name Arrow Market risk premium (MRP)(a) 6.8% Size premium (SP)(a) 3.7% Country risk premium(b) 0.0% (c) Risk free rate (Rf) 2.3% Ke = Rf + (BL x MRP) + SP WACC = Kd x (1-T) x (D/(D+E)) + Ke x (E/(D+E))

Deutsche Bank Corporate & Investment Banking Appendix II Gaming transaction comparables

US gaming transaction details Single asset Transaction Value Multiple of EBITDA Date announced Date closed Acquiror Target LTM Fwd 3/29/16 Pending Pinnacle Entertainment Meadows OpCo $138 6.4x 5.5x 9/28/15 Pending Full House Bronco Billy's 30 5.9x NA 4/29/15 8/20/15 Penn National Gaming Tropicana Las Vegas Casino Hotel Resort 360 15.5x 14.4x 10/1/14 4/7/15 Polo North Country Club (Glenn Straub) Revel Casino Hotel Atlantic City 82 NA NA 5/15/14 12/19/14 Blackstone The Cosmopolitan of Las Vegas 1,730 14.8x NA 12/15/13 7/10/14 Twin River Casinos Hard Rock Hotel and Casino Biloxi 250 9.7x NA 8/16/13 4/1/14 Tropicana Entertainment Lumiere Place Casino and Hotels 260 7.5x NA 6/4/13 6/4/13 Investor Group Dania Entertainment Center 87 NA NA 3/29/13 6/18/13 Churchill Downs Oxford Casino 160 7.5x NA 2/13/13 7/1/13 JZ Gaming Penn Bullwhackers Inc NA NA NA 11/26/12 Terminated Silvermark LLC Florida Gaming Centers Inc 130 NA NA 11/1/12 2/27/13 Centaur Gaming Indianapolis Downs Casino 500 NA NA 5/15/12 1/29/13 Saratoga Harness Racing Fitzgerald Black Hawk 28 NA NA 5/2/12 10/1/12 Full House Silver Slipper Casino 69 6.1x 8.2x 3/5/12 11/30/12 Golden Nugget Biloxi Isle Casino Hotel 45 8.8x 8.7x 11/26/10 1/28/11 Pinnacle River Downs Racetrack 45 NA NA 11/10/11 11/10/11 SJP Reno Property LLC Boomtown Hotel and Casino Land Holdings 9 NA NA 6/16/11 10/4/11 Boyd Gaming Imperial Palace Casino & Resort Biloxi 288 7.0x 6.3x . PropCo transactions ($ in millions) Transaction Value Multiple of EBITDA Date announced Date closed Acquiror Target LTM Fwd 8/1/16 Pending MGM Growth Properties Borgata PropCo 1,175 NA 11.8x Deutsche Bank Corporate & Investment Banking (a) Assumes forward and trailing EBITDA equal to starting rent of $377 million. Source: Company filings, press, Wall Street research 26 7/21/15 4/28/16 GLPI Pinnacle PropCo 4,740 NA 12.6x 3/29/16 Pending GLPI Meadows Racetrack and Casino PropCo $327 11.8x NA Mean 193 8.4x 10.5x Median 87 7.5x 8.0x 3/23/11 5/23/11 Landry's Inc. Trump Marina Hotel Casino 38 NA NA 9/29/11 4/26/12 Monarch Casino & Resort Riviera Black Hawk 76 7.4x 7.2x 11/10/11 11/10/11 M1 Gaming Boomtown Hotel and Casino 13 NA 25.8x 2/9/12 2/9/12 Bossier Casino Venture LLC Grand Palais Riverboat 15 NA NA 3/14/12 7/16/12 Ameristar Casinos Creative Casinos of Louisiana 33 NA NA 5/7/12 11/5/12 Penn National Gaming, Inc. Harrah's St. Louis 610 7.8x 7.7x 10/5/12 10/23/12 Churchill Downs Incorporated Riverwalk Casino and Hotel 141 7.4x NA 12/27/12 12/27/12 Employee Stock Ownership Plan Casino Queen Inc 170 NA NA 1/16/13 4/15/13 Athens Acquisition LLC Greektown Superholdings Inc NA NA NA 2/28/13 6/3/13 Dania Entertainment Center LLC Dania Jai-Alai NA NA NA 5/1/13 Terminated M1 Gaming River Palms Resort and Casino 7 NA NA 6/21/13 6/21/13 Investor Group Semiahmoo Resort 20 NA NA 9/9/13 1/23/14 Gaming and Leisure Properties, Inc. Casino Queen Inc 140 4.8x NA 5/14/14 12/16/15 Gaming and Leisure Properties, Inc. The Meadows Racetrack and Casino 440 9.6x NA 7/1/14 7/1/14 Nevada Resturant Services, Inc River Palms Resort and Casino 7 NA NA 2/17/15 2/17/15 Las Vegas Convention and Visitors Authority Riviera Hotel & Casino 183 NA NA 7/8/15 11/24/15 Eldorado Resorts 50% interest in Silver Legacy Resort Casino and Circus Circus Reno 211 7.5x 7.3x 10/7/15 Pending Stockbridge Capital Partners 10% of SLS Las Vegas NA NA NA

Deutsche Bank Corporate & Investment Banking Appendix III Trading comparables

Trading comparables ($ in millions, except per share values) Operating companies MGM Resorts International MGM 24.16 13,733 11,675 24,025 2,023 2,401 11.9x 10.0x Boyd Gaming Corporation BYD 19.80 2,237 3,953 5,610 546 555 10.3x 10.1x Caesars Entertainment Corporation CZR 7.72 1,134 7,231 8,138 1,653 1,801 4.9x 4.5x Eldorado Resorts Inc ERI 14.29 675 857 1,487 173 191 8.6x 7.8x Full House Resorts, Inc. FLL 1.86 35 71 93 18 22 5.2x 4.3x Gaming OpCo's Penn National Gaming, Inc. PENN 14.83 1,234 1,717 2,737 403 420 6.8x 6.5x Gaming PropCo's MGM Growth Properties LLC Class A MGP 25.96 6,289 3,510 9,794 638 646 15.3x 15.2x Deutsche Bank Corporate & Investment Banking 27 Note:Share price and estimates updated as of 8/19/2016. Financial information as of Q1 2016, except for ERI and MCRI which are as of Q2 2016. Source: Company filings, FactSet Gaming and Leisure Properties, Inc. GLPI $34.85 $7,042 $4,571 $11,552 $750 $899 15.4x 12.9x Pinnacle Entertainment, Inc. PNK $11.79 $720 $860 1,472 239 265 6.2x 5.6x Mean 471 471 900 115 123 7.3x 6.7x Median 550 464 964 113 124 7.8x 7.4x Monarch Casino & Resort, Inc. MCRI 24.08 425 35 441 53 57 8.3x 7.7x Isle of Capri Casinos, Inc. ISLE $18.07 $748 $923 $1,580 $217 $224 7.3x 7.1x Mean 9,356 5,718 14,235 1,118 1,263 11.7x 10.5x Median 7,042 4,263 10,160 750 899 11.9x 10.3x Caesars Acquisition Co. Class A CACQ 11.80 1,622 2,344 3,944 NA NA NA NA Wynn Resorts, Limited WYNN 97.38 9,926 9,498 17,304 1,275 1,537 13.6x 11.3x Las Vegas Sands Corp. LVS $52.21 $41,927 $9,403 $51,013 $3,698 $4,100 13.8x 12.4x Enterprise Current Equity Total value Company Ticker price mkt cap debt (TEV) EBITDA TEV / EBITDA 2016E 2017E 2016E 2017E

Trading comparables ($ in millions, except per share values) Operating companies MGM Resorts International MGM 24.16 13,733 11,675 24,025 2,023 2,401 11.9x 10.0x Boyd Gaming Corporation BYD 19.80 2,237 3,953 5,610 546 555 10.3x 10.1x Caesars Entertainment Corporation CZR 7.72 1,134 7,231 8,138 1,653 1,801 4.9x 4.5x Eldorado Resorts Inc ERI 14.29 675 857 1,487 173 191 8.6x 7.8x Full House Resorts, Inc. FLL 1.86 35 71 93 18 22 5.2x 4.3x Gaming OpCo's Penn National Gaming, Inc. PENN 14.83 1,234 1,717 2,737 403 420 6.8x 6.5x Gaming PropCo's MGM Growth Properties LLC Class A MGP 25.96 6,289 3,510 9,794 638 646 15.3x 15.2x Deutsche Bank Corporate & Investment Banking 27 Note:Share price and estimates updated as of 8/19/2016. Financial information as of Q1 2016, except for ERI and MCRI which are as of Q2 2016. Source: Company filings, FactSet Gaming and Leisure Properties, Inc. GLPI $34.85 $7,042 $4,571 $11,552 $750 $899 15.4x 12.9x Pinnacle Entertainment, Inc. PNK $11.79 $720 $860 1,472 239 265 6.2x 5.6x Mean 471 471 900 115 123 7.3x 6.7x Median 550 464 964 113 124 7.8x 7.4x Monarch Casino & Resort, Inc. MCRI 24.08 425 35 441 53 57 8.3x 7.7x Isle of Capri Casinos, Inc. ISLE $18.07 $748 $923 $1,580 $217 $224 7.3x 7.1x Mean 9,356 5,718 14,235 1,118 1,263 11.7x 10.5x Median 7,042 4,263 10,160 750 899 11.9x 10.3x Caesars Acquisition Co. Class A CACQ 11.80 1,622 2,344 3,944 NA NA NA NA Wynn Resorts, Limited WYNN 97.38 9,926 9,498 17,304 1,275 1,537 13.6x 11.3x Las Vegas Sands Corp. LVS $52.21 $41,927 $9,403 $51,013 $3,698 $4,100 13.8x 12.4x Enterprise Current Equity Total value Company Ticker price mkt cap debt (TEV) EBITDA TEV / EBITDA 2016E 2017E 2016E 2017E

EX-99.(D)(9)

Exhibit (d)(9)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is dated and effective as of November 28, 2015, between Affinity Gaming, a Nevada corporation (the “Company”), and Z Capital Partners L.L.C., a Delaware limited liability company (“Receiving Party”).

Whereas, Receiving Party has requested the Company to provide certain information in connection with Receiving Party’s consideration of a potential transaction (the “Potential Transaction”) involving the Company and Receiving Party, and the Company desires to protect the confidentiality of the information that it provides and to have Receiving Party take or abstain from taking certain actions in accordance with the provisions of this Agreement.

Now, therefore, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Definitions.

(a)“Evaluation Material” means any information (whether prepared by the Company or its Representatives (as defined herein) or any other person, and regardless of the form of communication, including whether written, oral or otherwise) that is furnished or made available to Receiving Party or any of its Representatives by or on behalf of the Company or any of its Representatives, on or after the date hereof, and all notes, analyses, compilations, studies, interpretations, memoranda, reports, projections, forecasts or other documents or materials (regardless of the form thereof) prepared by Receiving Party or any of its Representatives which contain or otherwise reproduce or reflect, in whole or in part, any such information; provided, that “Evaluation Material” does not include information which:

(i)is or becomes generally available to the public other than as a result of an act or omission directly or indirectly by Receiving Party or any of its Representatives in violation of this Agreement or any other obligation of confidentiality (contractual, fiduciary, or otherwise) known by, or that reasonably should have been known by, Receiving Party or any of its Representatives;

(ii)is already in Receiving Party’s or any of its Representatives’ possession and was not furnished by or on behalf of the Company or its Representatives, provided, that such information is not known by, or reasonably should have been known by, Receiving Party or any of its Representatives to be subject to another confidentiality agreement or other obligation of confidentiality (contractual, fiduciary, or otherwise);

(iii)becomes available to Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided, that Receiving Party and its Representatives do not have knowledge, and could not reasonably have known, that such information is subject to another confidentiality agreement or other obligation of confidentiality (contractual, fiduciary, or otherwise); or

(iv)is independently developed by Receiving Party or its Representatives without the use of, reference to or reliance upon any information furnished to Receiving Party or any of its Representatives by or on behalf of the Company or any of its Representatives and without any violation of this Agreement or any other obligation of confidentiality (contractual, fiduciary, or otherwise) known by, or that reasonably should have been known by, Receiving Party or any of its Representatives.

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(b)“Representatives” means, with respect to a party, such party and the directors, officers, employees, affiliates, members, agents, or advisors (including attorneys, accountants, financial advisers, consultants and investment bankers) of such party and, in the case of Receiving Party, any debt financing source that at the date hereof is listed on Exhibit A or after the date hereof is specifically approved in writing in advance by the Company for Receiving Party in connection with the Potential Transaction; provided that, for the purposes of this Agreement, no such person shall be deemed a “Representative” of Receiving Party, nor shall Receiving Party have any liability for such person, unless such person has been furnished with Evaluation Material or Transaction Information or is acting at the direction of Receiving Party or any affiliate or Representative of Receiving Party.

(c)The term “person” means any corporation, company, partnership, joint venture, group, limited liability company, or other entity or individual; the term “affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (such Act, as amended, being referred to herein as the “Exchange Act”), provided, that the Company, and persons controlled by the Company, shall be deemed not to be an affiliate of Receiving Party; and the term “including” and correlative terms shall be deemed to be followed by “without limitation”.

2.Use and Disclosure of Evaluation Material.

(a)Receiving Party agrees that it shall, and that it shall use commercially reasonable efforts to cause its Representatives to:

(i)use the Evaluation Material solely for the purpose of evaluating and negotiating the Potential Transaction; and

(ii)except as provided in Section 3 hereof, keep the Evaluation Material confidential and not disclose any Evaluation Material, directly or indirectly, to any other person;

provided, that the foregoing provisions of this sub-section (a) shall not prohibit the two (2) officers of Receiving Party who as of the date hereof are directors of the Company from using Evaluation Material received by them in their capacities as directors of the Company as and to the extent required by their fiduciary duties as directors of the Company under applicable law.

Notwithstanding the foregoing provisions of this sub-section (a), Receiving Party may disclose Evaluation Material to Receiving Party’s Representatives who need to know such information for the sole purpose of evaluating and negotiating the Potential Transaction, provided, that Receiving Party’s Representatives prior to any such disclosure are informed of the confidential nature of such Evaluation Material and are directed (i) to use such information solely for the purpose of evaluating and negotiating the Potential Transaction and (ii) to maintain the confidentiality of such Evaluation Material.

(b)Except as provided in Section 3 hereof, the Company and Receiving Party agree that neither the Company, Receiving Party nor any of their respective Representatives shall disclose to any person (other than their respective Representatives to the extent permitted hereby) (i) the existence of this Agreement, (ii) the fact that Evaluation Material has been or may be requested, received or made available to it, (iii) that investigations, discussions or negotiations are taking (or have taken) place concerning, or that the Company and Receiving Party are considering, a possible transaction, (iv) any of the terms, conditions or other facts with respect thereto, or (v) the status of such discussions (collectively, the “Transaction Information”); provided, that notwithstanding the foregoing, the Company will not be restricted in disclosing any Transaction Information to the Company’s stockholders, debtholders or other stakeholders, or have any restrictions under this Agreement with respect to any Transaction Information

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that is or becomes generally available to the public other than as a result of an act or omission directly or indirectly by the Company or any of its Representatives in violation of this Section 2(b).

(c)Receiving Party shall be directly responsible and liable to the Company for any use or disclosure by any of Receiving Party’s Representatives of any Evaluation Material or Transaction Information which, if done by Receiving Party itself, would be a breach of this Agreement, it being understood that such responsibility and liability shall be in addition to and not by way of limitation of any right or remedy the Company may have against Receiving Party’s Representatives with respect to such breach. Receiving Party agrees, at its sole expense, to take commercially reasonable measures to restrain its Representatives from making or allowing to be made prohibited or unauthorized uses or disclosures of Evaluation Material and Transaction Information under this Agreement.

(d)To the extent that any Evaluation Material may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to such protection under these privileges or doctrines, under this Agreement and under the joint defense doctrine.

(e)All Evaluation Material shall remain the property of the Company and/or its applicable subsidiary. No license or, except as provided in Section 2(a) hereof, right to use or other similar rights with respect to the Evaluation Material are granted to Receiving Party or any of its Representatives, by implication or otherwise.

(f)Receiving Party represents and warrants that neither it nor any of its Representatives has entered into, and agrees that without the Company’s prior written consent none of Receiving Party and its Representatives will enter into, any discussions or any agreement, understanding or arrangement (whether or not binding), directly or indirectly, with, and will not otherwise directly or indirectly approach, (i) any person with respect to or relating to participation by such person or others (whether as club participant, principal, co-investor, co-bidder, financing source or otherwise) in any transaction with or relating to the Company (whether before or after the closing of any transaction) or any of its subsidiaries or (ii) any stockholder, director (other than (x) the two (2) directors of the Company who as of the date hereof are also officers of Receiving Party and (y) the members of the Special Committee of the Board of Directors of the Company in their capacities as such), officer or other employee of the Company or any of its subsidiaries with respect to or relating to a transaction with the Company or any of its businesses or operations from and after any such transaction, including as to any equity “rollover” or any employment with or consulting services to the Company or any affiliate thereof.

3.Legally Required Disclosure.

If the Company, Receiving Party or any of their respective Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Evaluation Material or Transaction Information, such party shall, to the extent permitted by law, promptly provide the other party with written notice of any such request or requirement (and the terms and conditions thereof). If the other party seeks a protective order or other remedy, the party subject to such request or requirement (the “recipient”) shall, at the other party’s expense, provide such cooperation as the other party shall

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reasonably request. If, in the absence of a protective order or other remedy or the receipt by the recipient of a waiver from the other party, the recipient or any of its Representatives is nonetheless required to disclose Evaluation Material or Transaction Information to any tribunal or other entity, then the recipient or such Representative may, without liability hereunder, disclose to such tribunal or other entity that portion (but only that portion) of the Evaluation Material or Transaction Information that is legally required to be disclosed, provided, that recipient and such Representative shall exercise commercially reasonable efforts to minimize the disclosure of Evaluation Material or Transaction Information and to preserve the confidentiality thereof, including by seeking, at the other party’s expense, to obtain a protective order or other assurance that confidential treatment will be accorded to such Evaluation Material or Transaction Information. Notwithstanding the foregoing, (a) the recipient and its Representatives shall not be required to notify the other party where disclosure is in connection with a routine audit or examination by a regulatory authority, bank examiner or auditor that does not explicitly reference the other party, the Transaction or this Agreement and (b) the recipient and its applicable affiliates shall not be required to notify the other party, and shall be permitted to publicly disclose this Agreement, the exclusivity agreement entered into between the Company and the Receiving Party dated as of the date hereof (and any amendment or termination hereof or thereof), any Confidential Information or Transaction Information to the extent required in order to comply with the rules and regulations of the U.S. Securities and Exchange Commission or the federal securities laws.

4.Return of Evaluation Material.

At any time upon the written request of the Company (in its sole discretion and for any or no reason), Receiving Party shall promptly (and in any event within ten (10) business days after such request) return to the Company (or, at Receiving Party’s option, destroy) all Evaluation Material (and all copies thereof) furnished to Receiving Party or its Representatives by or on behalf of the Company or its Representatives, or prepared by Receiving Party or any of its Representatives, and shall not retain any copies, extracts or other reproductions (including Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material. Any such destruction shall be certified in writing to the Company by an authorized officer of Receiving Party upon the request of the Company.

Notwithstanding the return or destruction of Evaluation Material, Receiving Party and its affiliates and Representatives shall continue to be bound by their obligations hereunder.

Notwithstanding the foregoing, it is understood that information in an intangible or electronic format containing Evaluation Material that cannot through commercially reasonable means be removed, erased or otherwise deleted from archival systems may be so retained, and that Receiving Party and its Representatives may retain Evaluation Material solely to the extent required under any applicable law, statute, rule, regulation or established internal compliance or document retention policy; provided that Receiving Party and such Representatives shall continue to be bound by their confidentiality and other obligations hereunder with respect to all such Evaluation Material.

5.Term.

Notwithstanding anything to the contrary stated herein, the obligations set forth in this Agreement shall continue until the earlier of (i) the second (2nd) anniversary of the date hereof and (ii) consummation of the Potential Transaction.

6.Nonsolicitation.

Receiving Party agrees that, for a period of twelve (12) months from the date hereof, neither it nor any of its affiliates, nor any other person acting at its or its affiliates’ direction or on its or its affiliates’ behalf, shall, directly or indirectly, solicit to employ or entice away or offer to enter into any

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agreement with any person who is an officer, employee at or above corporate vice president, or manager of the Company or any of its subsidiaries; provided, that this section shall not prevent Receiving Party or its affiliates from soliciting or hiring a person identified above (a “Covered Person”) (i) if such Covered Person responds to a general solicitation of employment not specifically directed toward the Company or any of its subsidiaries or particular employees of the Company or any of its subsidiaries (including general solicitations made through executive recruitment or placement agencies not directed to employees of the Company or any of its subsidiaries), (ii) if such Covered Person approaches Receiving Party or any of its affiliates on an unsolicited basis or (iii) following cessation of such Covered Person’s employment with the Company or any of its subsidiaries without any solicitation or encouragement by Receiving Party or any of its Affiliates.

7.[Reserved]

8.Gaming Regulations.

Receiving Party acknowledges that the Company and its subsidiaries conduct a business that is subject to, and exists because of, privileged licenses issued by various governmental authorities. Receiving Party acknowledges that the Company is subject to the provisions of the following acts and any rules, regulations or orders promulgated thereunder: (i) the Nevada Gaming Control Act, (ii) Colorado Limited Gaming Act and Colorado Code of Regulations, (iii) the applicable gaming laws and regulations of Missouri, (iv) the applicable gaming laws and regulations of Iowa or (v) any other act, law, statute, ordinance, rule, regulation or tribal compact governing any casino operation of the Company and its subsidiaries (collectively, the “Acts”), which prohibits a gaming licensee from entering into any contract or agreement with (a) a person who is found unsuitable, who is denied a license, or whose license was revoked by the gaming authorities of (1) Nevada, (2) Colorado, (3) Missouri, (4) Iowa or (5) any other gaming regulatory board, agency or commission having regulatory authority over the Company and its subsidiaries (each a “Commission”), or (b) any business enterprise under control of such person without the prior approval of the appropriate Commission.

Receiving Party will use its reasonable efforts to comply with and to cause each of its affiliates and other Representatives to comply with the requirements of all Acts to the extent the Acts apply to Receiving Party.

9.Trading in Securities.

Receiving Party acknowledges that it is aware (and that its Representatives who receive any Evaluation Material or Transaction Information will be so advised) that applicable securities laws generally prohibit any person who is aware of material, non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

10.No Representations and Warranties; Relationship to Definitive Agreement.

(a)Receiving Party understands and agrees that neither the Company nor any of its respective affiliates or Representatives, nor any other person on any of their behalves, has made or is making, and that each of the foregoing hereby disclaims, any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, and Receiving Party represents that neither it nor any of its affiliates or Representatives has relied, is relying, is entitled to rely on or will rely upon any such representation or warranty, in each case except as may be set forth in any definitive agreement with respect to a Transaction. Receiving Party agrees that neither the Company nor

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any of its respective affiliates or Representatives, nor any other person on any of their behalves, shall have any liability to Receiving Party or any of its affiliates or Representatives or any other person relating to or resulting from any use of the Evaluation Material or any errors therein or omissions therefrom, in each case except as may be set forth in any definitive agreement with respect to a Transaction. Without limiting the generality of the preceding two sentences, the Evaluation Material may include statements, estimates and projections provided by the Company or its affiliates or Representatives with respect to the anticipated future performance of the Company. Such statements, estimates and projections reflect various assumptions made by the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representations are made as to the accuracy of such assumptions, statements, estimates or projections. Only those representations or warranties which are made in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. For purposes of this Agreement, the term “definitive agreement” does not include any executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of any offer or bid made by one party.

(b)No contract or agreement providing for any transaction involving the parties shall be deemed to exist unless and until a definitive agreement has been executed and delivered. Unless and until a definitive agreement regarding a transaction has been executed and delivered, neither party hereto will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or any other written or oral communication with respect to such transaction, except for the matters specifically agreed to herein.

(c)The Company reserves the right, in its sole discretion, to reject any and all proposals made by Receiving Party with regard to a transaction between the parties and to terminate discussions and negotiations with Receiving Party at any time and for any reason or no reason. Receiving Party agrees that the Company and its affiliates and Representatives shall be free to conduct any process for any transaction in such manner as they or any of them, in their or its sole discretion, shall determine (including negotiating with other parties and entering into a preliminary or definitive agreement without prior notice to Receiving Party or any other person), and that any procedures relating to such process or transaction may be changed at any time without notice to Receiving Party or any other person.

11.Contacts and Communications.

Receiving Party agrees that all contacts and communications by it or its Representatives with the Company or its Representatives regarding the Potential Transaction or the Evaluation Material, all requests for additional information, facility tours or management meetings, and all discussions or questions regarding procedures with respect to the Potential Transaction, will be submitted or directed only to those individuals as the Company shall instruct in writing. Without the express prior consent of the Company, Receiving Party agrees that it will not, directly or indirectly, contact or communicate with any officer, employee, director (other than (x) the two (2) directors of the Company currently employed by Receiving Party and (y) the members of the Special Committee of the Board of Directors of the Company in their capacities as such), stockholder (other than Receiving Party’s affiliates), agent, affiliate (other than Receiving Party’s affiliates), customer or business partner of the Company regarding Evaluation Material or a Potential Transaction between the parties.

12.Miscellaneous.

(a)Receiving Party represents and warrants to the Company that it is acting as a principal in the Potential Transaction and not as part of a group with any third parties (other than affiliates of Receiving Party).

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(b)This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflicts of law principles thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in Clark County in the State of Nevada over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such party shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that a final judgment in any suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment.

(c)Receiving Party recognizes and acknowledges the competitive value and confidential nature of the Evaluation Material and that irreparable damage may result to the Company if information contained therein or derived therefrom is disclosed to any person except as herein provided or is used for any purpose other than the evaluation and negotiation of the Potential Transaction. Receiving Party further acknowledges and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by Receiving Party or any of Receiving Party’s Representatives, and that the Company may seek equitable relief, including injunctive relief and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by Receiving Party or any of Receiving Party’s Representatives, but shall be in addition to all of the Company’s other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, nonappealable order that a party has breached this Agreement, then such party shall be liable for and pay to the other party the reasonable legal fees and disbursements that the other party has incurred in connection with such litigation, including any appeal therefrom.

(d)This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party, and any purported assignment without such consent shall be null and void, provided, that the Company may, without the prior written consent of Receiving Party, assign all or any of its rights hereunder to any person who has acquired all or substantially all of the Company’s outstanding equity securities or assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(e)This Agreement contains the entire agreement between the parties concerning the subject matter hereof. No provision of this Agreement may be waived or amended except by the express written consent of the parties. No failure or delay by the parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

(f)All notices and other communications hereunder shall be in writing. Any notice or other communication hereunder shall be deemed duly delivered one (1) business day after it is sent for next-business-day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below, or the same day of delivery if sent by both facsimile and email with confirmation of receipt:

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If to the Company:

Affinity Gaming

3755 Breakthrough Way, Suite 300

Las Vegas, Nevada 89135

Attention: Marc Rubinstein, Esq.

Facsimile: (702) 341-2581

E-mail: mrubinstein@affinitygaming.com

With a copy to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Brandon C. Parris, Esq.

Facsimile: (415) 276-6352

E-mail: bparris@mofo.com

If to Receiving Party:

Z Capital Partners L.L.C.

1330 Avenue of the Americas

Suite 1100

New York, NY 10019

Attention: Martin Auerbach, Esq.

Facsimile: (646) 304-0175

E-mail: mauerbach@zcap.net

With a copy to:

Sidley Austin LLP

1999 Avenue of the Stars, 17th Floor

Los Angeles, CA 90067

Attention: Vijay S. Sekhon, Esq.

Facsimile: (310) 595-9501

E-mail: vsekhon@sidley.com

Either party may give any notice or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed duly given unless and until the party for whom it is intended actually receives it. Any party may change the address to which notices and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

(g)For the convenience of the parties, this Agreement may be executed by facsimile or e-mail and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.

(h)The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

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(i)If any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law and such invalid or unenforceable provision or portion shall be replaced by a provision or term that is valid and enforceable and that comes closest to expressing the parties’ intention with respect to such invalid or unenforceable provision or portion.

[Remainder of page intentionally left blank]

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Executed as of the date first above written.

AFFINITY GAMING
By:	/s/ Marc H. Rubinstein
Title:	Sr. VP, GC & Secretary
Z CAPITAL PARTNERS L.L.C.
	/s/ James J. Zenni, Jr.
By:	James J. Zenni, Jr.
Title:	President and Chief Executive Officer

[Signature page to Confidentiality Agreement]

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EX-99.(D)(10)

Exhibit (d)(10)

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into by and between Affinity Gaming (“Affinity”) and Michael Silberling (“Mr. Silberling”).

WHEREAS, Mr. Silberling and Affinity entered into an Executive Employment Agreement, effective August 25, 2014 (the “Employment Agreement”), in which Affinity agreed to employ Mr. Silberling as its Chief Executive Officer subject to the terms and conditions set forth in the Employment Agreement;

WHEREAS, the parties amended certain terms of the Employment Agreement in the First Amendment to Executive Employment Agreement, dated as of October 5, 2015 (“First Amendment”);

WHEREAS, the Employment Agreement contained provisions regarding Mr. Silberling’s participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”), including various awards of restricted shares of Affinity common stock (“Restricted Shares”), options to acquire shares of Affinity’s common stock (“Stock Options”), and certain vesting conditions;

WHEREAS, Affinity entered into an Agreement and Plan of Merger, dated as of August 22, 2016 (the “Merger Agreement”), with Z Capital Affinity Owner, LLC, a wholly owned subsidiary of Holdings (as defined below) (“Owner”), and Affinity Merger Sub, Inc., a wholly owned subsidiary of Owner (“Merger Sub”), pursuant to which Merger Sub merged with and into Affinity, with Affinity surviving the merger as a wholly owned subsidiary of Owner;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Mr. Silberling and Z Capital Affinity Holdings, LLC (“Holdings”) are entering into a Management Equity Term Sheet, dated as of October 7, 2016, in which Mr. Silberling agrees to cancel his Restricted Shares and Stock Options and all rights to receive equity from Affinity and its Affiliates in exchange for cash and Class A and Class B Units of Holdings, and enter into an amended and restated limited liability company agreement of Holdings (the “LLC Agreement”) and a profits interest award agreement (the “Profits Interest Award Agreement”) governing the terms of his Class A and Class B Units of Holdings;

WHEREAS, Affinity and Mr. Silberling desire to enter into this Second Amendment to amend and modify the Employment Agreement as amended by the First Amendment to reconcile its terms with Mr. Silberling’s new equity awards in Holdings and to modify his bonus opportunity percentages; and

WHEREAS, Section 12 of the Employment Agreement permits the parties to amend and modify the Employment Agreement in a writing signed by both Mr. Silberling and Affinity.

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency and receipt of which each party

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expressly acknowledges, Affinity and Mr. Silberling hereby amend the Employment Agreement as set forth in Paragraphs 1 - 6 below:

1.Section 1.3(b) (Bonus) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

(b)Bonus.  Executive is eligible to receive an annual cash bonus based upon Company’s actual performance with respect to specified objectives for the applicable calendar year relative to a budget for such calendar year that has been approved by the Board, with eligibility for a bonus of up to 150% of Executive’s Base Salary paid during that calendar year (with no bonus for achieving less than 100% of the target goal, a bonus of 100% of Executive’s Base Salary for achieving 100% of the target goal, a bonus of 150% of Executive’s Base Salary for achieving 110% of the target goal, and a bonus of between 100% and 150% of Executive’s Base Salary based upon a sliding scale for achieving between 100% and 110% of the target goal).  Except as set forth in Section 2.5(d) of this Agreement, bonuses are not earned by and will not be paid to Executive unless Executive is actively employed and has not given notice of resignation at the time bonus payments are paid to Company executives.  Company will make such bonus payments on or before March 15 of the calendar year that immediately follows the calendar year to which the bonus pertains.

2.Section 1.3(c) (Long Term Incentive Plan) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

(c)Equity Participation.  Mr. Silberling holds Class A and Class B Units of Z Capital Affinity Holdings, LLC (“Holdings”) in accordance with and subject to the terms of the Amended and Restated Limited Liability Company Agreement of Z Capital Affinity Holdings, L.L.C. (the “LLC Agreement”) and Mr. Silberling’s Profits Interest Award Agreement with Holdings (the “Profits Interest Award Agreement”).  For the avoidance of doubt, Mr. Silberling acknowledges and agrees that his participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”) has ended and he has no entitlement to any past, current, or future award or benefit under the LTIP or to any other equity or equity-based award from Affinity or any of its affiliates, pursuant to this Agreement or otherwise.

3.Section 2.1(a)  (“Cause”) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

(a)“Cause” means Executive’s (i) material breach of this Agreement, (ii) indictment of, formal charge against, or plea of guilty or no contest to a felony or misdemeanor involving embezzlement, misappropriation of funds, moral turpitude, or dishonesty; (iii) willful and continued failure to substantially perform his duties with the Company commensurate with his title and function or to follow the reasonable and lawful instructions of the Board (other than any failure resulting from incapacity due to physical or mental illness), unless the Executive

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has cured such failure within thirty (30) days following his receipt of written notice from the Board specifying with particularity the alleged failure; (iv) the denial or revocation of a material license, qualification or certificate of suitability to the Executive by any governmental authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities (“Gaming Authority”); or (v) misconduct by Executive that causes any Gaming Authority to (w) fail to license, qualify and/or approve the Company or its affiliate to own and operate a gaming business, (x) grant any such licensing, qualification and/or approval only upon terms and conditions that are materially adverse to the Company or its affiliate, (y) significantly delay any such licensing, qualification and/or approval process that results in a material adverse effect to the Company or its affiliate or (z) revoke or suspend any existing material license.

4.Section 2.1(b)  (“Change of Control”) of the Employment Agreement, as amended by the First Amendment, is hereby deleted and replaced in its entirety with the following:

(b)“Change in Control” means the definition of “Change in Control” in the LLC Agreement.

5.With respect to Section 2.5 (Termination Without Cause or for Good Reason) of the Employment Agreement:  at the end of Section 2.5(c), the word “and” is inserted after the semicolon; at the end of Section 2.5(d), the semicolon and the word “and” are deleted and replaced in their entireties with a period; and Section 2.5(e) is deleted in its entirety.

6.With respect to Section 6.2 (Non-Competition) of the Employment Agreement, the last two sentences are deleted and replaced in their entireties with the following:

Notwithstanding the above, this Section does not preclude Executive from being employed after the Term by a hospitality or gaming business that is located in Las Vegas, Nevada and that abuts Las Vegas Boulevard between Russell Road and Sahara Avenue (“Excluded Area”), provided that such hospitality or gaming business is not affiliated in any way with any hospitality or gaming business that is located outside of the Excluded Area, but within the Restricted Area.

7.Section 23 (ENTIRE AGREEMENT) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

23.ENTIRE AGREEMENT.  Notwithstanding anything herein or elsewhere to the contrary, this Agreement, the First Amendment to Executive Employment Agreement, the Second Amendment to Executive Employment Agreement, the Z Capital Affinity Holdings, LLC Management Equity Term Sheet, the LLC Agreement, and the Profits Interest Award Agreement contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements (whether oral or written, including any previous offers or offer letters), undertakings, commitments and practices relating to Executive’s

3

employment by Company, other than Sections II. and IV.A.- E. and G. of the Change in Control Agreement between Executive and the Company dated October 5, 2015.

8.This Second Amendment is effective as of the Closing Date as defined in the Merger Agreement.

9.Other than as Section 1.3(a) of the Employment Agreement has been amended by the First Amendment, and other than as amended and modified above by this Second Amendment, each party acknowledges and agrees that the remaining terms of the Employment Agreement remain in full force and effect as originally written.

10.This Second Amendment may be executed in counterparts, each of which taken together shall constitute one and the same instrument.  Facsimile or electronic transmission of an executed counterpart of this Second Amendment shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of enforcement and construction of this Second Amendment.

MICHAEL SILBERLING	AFFINITY GAMING
/s/ Michael Silberling	By:	/s/ Walter Bogumil
	Walter Bogumil
Dated: October 13, 2016	Dated: October 13, 2016

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EX-99.(D)(11)

Exhibit (d)(11)

SECOND AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into by and between Affinity Gaming (“Affinity”) and Walter Bogumil (“Mr. Bogumil”).

WHEREAS, Mr. Bogumil and Affinity entered into a Confidential Employment Agreement, effective March 19, 2015 (the “Employment Agreement”), in which Affinity agreed to employ Mr. Bogumil as its Senior Vice President, Chief Financial Officer, and Treasurer subject to the terms and conditions set forth in the Employment Agreement;

WHEREAS, the parties amended Paragraph 6 of the Employment Agreement in the First Amendment to Confidential Employment Agreement, effective as of January 1, 2016 (“First Amendment”);

WHEREAS, the Employment Agreement contained provisions regarding Mr. Bogumil’s participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”), including various awards of restricted shares of Affinity common stock (“Restricted Shares”), options to acquire shares of Affinity’s common stock (“Stock Options”), and certain vesting conditions;

WHEREAS, Affinity entered into an Agreement and Plan of Merger, dated as of August 22, 2016 (the “Merger Agreement”), with Z Capital Affinity Owner, LLC, a wholly owned subsidiary of Holdings (as defined below) (“Owner”), and Affinity Merger Sub, Inc., a wholly owned subsidiary of Owner (“Merger Sub”), pursuant to which Merger Sub merged with and into Affinity, with Affinity surviving the merger as a wholly owned subsidiary of Owner;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Mr. Bogumil and Z Capital Affinity Holdings, LLC (“Holdings”) are entering into a Management Equity Term Sheet, dated as of October 7, 2016, in which Mr. Bogumil agrees to cancel his Restricted Shares and Stock Options and all rights to receive equity from Affinity and its Affiliates in exchange for cash and Class A and Class B Units of Holdings, and enter into an amended and restated limited liability company agreement of Holdings (the “LLC Agreement”) and a profits interest award agreement (the “Profits Interest Award Agreement”) governing the terms of his Class A and Class B Units of Holdings;

WHEREAS, Affinity and Mr. Bogumil desire to enter into this Second Amendment to amend and modify the Employment Agreement to reconcile its terms with Mr. Bogumil’s new equity awards in Holdings; and

WHEREAS, Paragraph 29 of the Employment Agreement permits the parties to amend and modify the Employment Agreement in a writing signed by both Mr. Bogumil and Affinity’s Chief Executive Officer.

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency and receipt of which each party expressly acknowledges, Affinity and Mr. Bogumil hereby amend the Employment Agreement as set forth in Paragraphs 1 — 3 below:

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1.Paragraph 8  (Long Term Incentive Plan) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

8.Equity Participation.  Mr. Bogumil holds Class A and Class B Units of Z Capital Affinity Holdings, LLC (“Holdings”) in accordance with and subject to the terms of the Amended and Restated Limited Liability Company Agreement of Z Capital Affinity Holdings, L.L.C. (the “LLC Agreement”) and Mr. Bogumil’s Profits Interest Award Agreement with Holdings (the “Profits Interest Award Agreement”).   For the avoidance of doubt, Mr. Bogumil acknowledges and agrees that his participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”) has ended and he has no entitlement to any past, current, or future award or benefit under the LTIP or to any other equity or equity-based award from Affinity or any of its affiliates, pursuant to this Agreement or otherwise.

2.With respect to Paragraph 11 (Termination) of the Employment Agreement:

a.In the penultimate line of Paragraph 11.A., the phrase “and accelerated vesting of unvested LTIP awards” is deleted; at the end of Paragraph 11.A.(1), the word “and” is inserted after the semicolon; at the end of Paragraph 11.A.(2), the semicolon and the word “and” are deleted and replaced in their entireties with a period; and Paragraph 11.A.(3) is deleted in its entirety.

b.Paragraph 11.B. is hereby deleted and replaced in its entirety with the following:

B.For the purposes of Paragraph 11.A. above, “Cause” means Executive’s (i) material breach of this Agreement, (ii) indictment of, formal charge against, or plea of guilty or no contest to a felony or misdemeanor involving embezzlement, misappropriation of funds, moral turpitude, or dishonesty; (iii) willful and continued failure to substantially perform his duties with Affinity commensurate with his title and function or to follow the reasonable and lawful instructions of Affinity’s Chief Executive Officer (other than any failure resulting from incapacity due to physical or mental illness), unless the Executive has cured such failure within thirty (30) days following his receipt of written notice from Affinity specifying with particularity the alleged failure; (iv) the denial or revocation of a material license, qualification or certificate of suitability to the Executive by any governmental authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities (“Gaming Authority”); or (v) misconduct by Executive that causes any Gaming Authority to (w) fail to license, qualify and/or approve Affinity or its affiliate to own and operate a gaming business, (x) grant any such licensing, qualification and/or approval only upon terms and conditions that are materially adverse to Affinity or its affiliate, (y) significantly delay any such licensing, qualification and/or approval process that results in a material

2

adverse effect to Affinity or its affiliate or (z) revoke or suspend any existing material license.

3.Paragraph 30  (Entire Agreement) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

30.Entire Agreement.  This Agreement, the First Amendment to Confidential Employment Agreement, the Second Amendment to Confidential Employment Agreement, the Z Capital Affinity Holdings, LLC Management Equity Term Sheet, the LLC Agreement, and the Profits Interest Award Agreement constitute the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersede any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties, other than Sections II. and IV.A.- E. and G. of the Change in Control Agreement between Executive and Affinity dated October 5, 2015.

4.This Second Amendment is effective as of the Closing Date as defined in the Merger Agreement.

5.Other than as amended by the First Amendment and as amended and modified above by this Second Amendment, each party acknowledges and agrees that the remaining terms of the Employment Agreement remain in full force and effect as originally written.

6.This Second Amendment may be executed in counterparts, each of which taken together shall constitute one and the same instrument.  Facsimile or electronic transmission of an executed counterpart of this Second Amendment shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of enforcement and construction of this Second Amendment.

WALTER BOGUMIL	AFFINITY GAMING
/s/ Walter Bogumil	By:	/s/ Michael Silberling
	Michael Silberling
	Chief Executive Officer
Dated: October 13, 2016	Dated: October 13, 2016

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EX-99.(D)(12)

Exhibit (d)(12)

FIRST AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into by and between Affinity Gaming (“Affinity”) and Jeffrey Solomon (“Mr. Solomon”).

WHEREAS, Mr. Solomon and Affinity entered into a Confidential Employment Agreement, effective February 29, 2016 (the “Employment Agreement”), in which Affinity agreed to employ Mr. Solomon as its Senior Vice President and Chief Operating Officer subject to the terms and conditions set forth in the Employment Agreement;

WHEREAS, the Employment Agreement contained provisions regarding Mr. Solomon’s participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”), including various awards of restricted shares of Affinity common stock (“Restricted Shares”), options to acquire shares of Affinity’s common stock (“Stock Options”), and certain vesting conditions;

WHEREAS, Affinity entered into an Agreement and Plan of Merger, dated as of August 22, 2016 (the “Merger Agreement”), with Z Capital Affinity Owner, LLC, a wholly owned subsidiary of Holdings (as defined below) (“Owner”), and Affinity Merger Sub, Inc., a wholly owned subsidiary of Owner (“Merger Sub”), pursuant to which Merger Sub merged with and into Affinity, with Affinity surviving the merger as a wholly owned subsidiary of Owner;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Mr. Solomon and Z Capital Affinity Holdings, LLC (“Holdings”) are entering into a Management Equity Term Sheet, dated as of October 7, 2016, in which Mr. Solomon agrees to cancel his Restricted Shares and Stock Options and all rights to receive equity from Affinity and its Affiliates in exchange for Class A and Class B Units of Holdings, and enter into an amended and restated limited liability company agreement of Holdings (the “LLC Agreement”) and a profits interest award agreement (the “Profits Interest Award Agreement”) governing the terms of his Class A and Class B Units of Holdings;

WHEREAS, Affinity and Mr. Solomon desire to enter into this First Amendment to amend and modify the Employment Agreement to reconcile its terms with Mr. Solomon’s new equity awards in Holdings; and

WHEREAS, Paragraph 29 of the Employment Agreement permits the parties to amend and modify the Employment Agreement in a writing signed by both Mr. Solomon and Affinity’s Chief Executive Officer.

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency and receipt of which each party expressly acknowledges, Affinity and Mr. Solomon hereby amend the Employment Agreement as set forth in Paragraphs 1 — 3 below:

1.Paragraph 8  (Long Term Incentive Plan) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

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8.Equity Participation.  Mr. Solomon holds Class A and Class B Units of Z Capital Affinity Holdings, LLC (“Holdings”) in accordance with and subject to the terms of the Amended and Restated Limited Liability Company Agreement of Z Capital Affinity Holdings, L.L.C. (the “LLC Agreement”) and Mr. Solomon’s Profits Interest Award Agreement with Holdings (the “Profits Interest Award Agreement”).   For the avoidance of doubt, Mr. Solomon acknowledges and agrees that his participation in the Affinity Gaming 2011 Amended Long Term Incentive Plan (the “LTIP”) has ended and he has no entitlement to any past, current, or future award or benefit under the LTIP or to any other equity or equity-based award from Affinity or any of its affiliates, pursuant to this Agreement or otherwise.

2.With respect to Paragraph 11 (Termination) of the Employment Agreement:

a.In the penultimate line of Paragraph 11.A., the phrase “and accelerated vesting of unvested LTIP awards” is deleted; at the end of Paragraph 11.A.(2), the word “and” is inserted after the semicolon; at the end of Paragraph 11.A.(3), the semicolon and the word “and” are deleted and replaced in their entireties with a period; and Paragraph 11.A.(4) is deleted in its entirety.

b.Paragraph 11.B. is hereby deleted and replaced in its entirety with the following:

B.For the purposes of Paragraph 11.A. above, “Cause” means Executive’s (i) material breach of this Agreement, (ii) indictment of, formal charge against, or plea of guilty or no contest to a felony or misdemeanor involving embezzlement, misappropriation of funds, moral turpitude, or dishonesty; (iii) willful and continued failure to substantially perform his duties with Affinity commensurate with his title and function or to follow the reasonable and lawful instructions of Affinity’s Chief Executive Officer (other than any failure resulting from incapacity due to physical or mental illness), unless the Executive has cured such failure within thirty (30) days following his receipt of written notice from Affinity specifying with particularity the alleged failure; (iv) the denial or revocation of a material license, qualification or certificate of suitability to the Executive by any governmental authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities (“Gaming Authority”); or (v) misconduct by Executive that causes any Gaming Authority to (w) fail to license, qualify and/or approve Affinity or its affiliate to own and operate a gaming business, (x) grant any such licensing, qualification and/or approval only upon terms and conditions that are materially adverse to Affinity or its affiliate, (y) significantly delay any such licensing, qualification and/or approval process that results in a material adverse effect to Affinity or its affiliate or (z) revoke or suspend any existing material license.

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3.Paragraph 31 (Entire Agreement) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

31.Entire Agreement.  This Agreement, the First Amendment to Confidential Employment Agreement, the Z Capital Affinity Holdings, LLC Management Equity Term Sheet, the LLC Agreement, and the Profits Interest Award Agreement constitute the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersede any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties.

4.This First Amendment is effective as of the Closing Date as defined in the Merger Agreement.

5.Other than as amended and modified above by this First Amendment, each party acknowledges and agrees that the remaining terms of the Employment Agreement remain in full force and effect as originally written.

6.This First Amendment may be executed in counterparts, each of which taken together shall constitute one and the same instrument.  Facsimile or electronic transmission of an executed counterpart of this First Amendment shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of enforcement and construction of this First Amendment.

JEFFREY SOLOMON	AFFINITY GAMING
/s/ Jeffrey Solomon	By:	/s/ Michael Silberling
	Michael Silberling
	Chief Executive Officer
Dated: October 13, 2016	Dated: October 13, 2016

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EX-99.(D)(13)

Exhibit (d)(13)

Z CAPITAL AFFINITY HOLDINGS, LLC
MANAGEMENT EQUITY TERM SHEET(1)

Set forth below are the key terms by which the undersigned parties agree to abide by upon the consummation of the closing (the “Closing”) of the merger and related transactions (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of August 22, 2016 (as amended from time to time, the “Merger Agreement”), by and among Z Capital Affinity Owner, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (as defined below) (“Parent”), Affinity Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Affinity Gaming, a Nevada corporation (the “Company”).

Generally

Certain affiliates of Z Capital Partners, L.L.C. (collectively, “Z Capital”), Michael Silberling (“Silberling”), Walter Bogumil (“Bogumil”), and Jeffrey Solomon (“Solomon” and, collectively with Silberling and Bogumil, the “Management Members”, and each, a “Management Member”) (collectively with Z Capital, the “Members”, and each, a “Member”) will enter into a limited liability company agreement with Holdings (the “LLC Agreement”), and each Management Member will enter into a profits interest award agreement and an option award agreement with Holdings and an amendment to such Management Member’s employment agreement with the Company, immediately prior to Closing with respect to their cash and rollover investments and other equity interests in Z Capital Affinity Holdings, LLC (“Holdings”) on the terms set forth herein. Holdings will use the proceeds of the cash investment by Z Capital and rollover investment from Z Capital and the Management Members in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company at the Closing, with the Company surviving as an indirect, wholly owned subsidiary of Holdings. The parties acknowledge and agree that the Merger will constitute a Change in Control for purposes of Section IV in Silberling’s and Bogumil’s Change in Control Agreements. The employment agreements of the Management Members will be amended upon Closing as attached as Annex C.

Rollover and Investment by Z Capital

In connection with the Merger, certain affiliates of Z Capital have committed to transfer, contribute and deliver to Holdings immediately prior to the Closing the shares of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) held by each such entity in exchange for 8,418,616 Class A Units (described below) of Holdings. Certain affiliates of Z Capital have also committed to contribute and deliver to Holdings immediately prior to the Closing $62.5 million of cash in exchange for 11,946,776(2) Class A Units of Holdings; provided that the amount of such cash contribution by affiliates of Z Capital may be adjusted based on the actual costs, fees and expenses required in connection with the Merger at the Closing.

(1)Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

(2)To be adjusted based on the actual number of shares of Company common stock purchased for cash at the Closing.

Option and Restricted Stock Cash-Out and Rollover Contribution by Silberling	See Exhibit A.
Option and Restricted Stock Cash-Out and Rollover Contribution by Bogumil	See Exhibit B.
Option and Restricted Stock Rollover Contribution by Solomon	See Exhibit C.
Vesting of Restricted Class B Units	All restricted Class B Units issued at the Closing to the Management Members shall be subject to the vesting provisions stated below: One-half of the restricted Class B Units will vest in equal installments over four years (the “Time Vesting Units”) with twenty-five percent (25%) of the Time Vesting Units vesting on December 31 of each of 2017, 2018, 2019 and 2020. One-half of the restricted Class B Units will vest based on the performance of the Company (the “Performance Vesting Units”) with twenty-five percent (25%) of the Performance Vesting Units vesting upon the successful achievement of an annual performance threshold in each of the four calendar years after the Closing (with a catch-up provision for the subsequent year). The performance thresholds for each annual performance period will be as set forth in Annex A to this Term Sheet (which performance thresholds shall be modified by the Manager in good faith after consultation with the Management Members to reflect the effect of a merger, acquisition, disposition or similar corporate event). In the event of a Change in Control (as defined below), a.Time Vesting Units which have not vested as of the Change in Control will automatically vest on an accelerated basis at the closing of such Change in Control. b.Performance Vesting Units which are scheduled to vest in the calendar year of the Change in Control will vest if at the closing of the Change in Control the Company would achieve the stated performance threshold for such calendar year as a result of the assumed performance of the Company during such calendar year based on the pro rated performance of the Company through the closing of the Change of Control; provided that if the Change in Control occurs during the first calendar month of such calendar year, such Performance Vesting Units shall vest in the discretion of the Manager or otherwise be treated in accordance with

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clause c. below.

c.Performance Vesting Units which are scheduled to vest in the calendar years after the calendar year of the Change in Control will vest at the closing of the Change in Control on a pro rata basis based on the percentage of Performance Vesting Units scheduled to vest in the calendar years prior to the Change in Control that actually vested (i.e., if 1 of 2 previously completed annual tranches of Performance Vesting Units have vested, then the future year tranches will vest on a 50% basis).

In the event of a termination of a Management Member’s employment without Cause (as defined below) or for Good Reason (as defined below), or by reason of death or disability, (i) the Time Vesting Units of such Management Member to be vested during the calendar year of termination will automatically vest, (ii) the Performance Vesting Units of such Management Member to be tested for vesting during the calendar year of termination will automatically vest, and (iii) all Time Vesting Units and Performance Vesting Units of such Management Member that do not vest in accordance with clauses (i) and (ii) above shall be forfeited.

In the event of a termination of a Management Member for Cause, or a resignation by the Management Member other than for Good Reason, all unvested Time Vesting Units and Performance Vesting Units of such Management Member shall be forfeited.

“Cause” means the Management Member’s (i) material breach of his employment agreement, (ii) indictment of, formal charge against, or plea of guilty or no contest to a felony or misdemeanor involving embezzlement, misappropriation of funds, moral turpitude, or dishonesty; (iii) willful and continued failure to substantially perform his duties with the Company commensurate with his or her title and function or to follow the reasonable and lawful instructions of the Board (other than any failure resulting from incapacity due to physical or mental illness) or, in the case of Bogumil and Solomon, the Chief Executive Officer, unless the Management Member has cured such failure within thirty (30) days following his receipt of written notice from the Board specifying with particularity the alleged failure; (iv) the denial or revocation of a material license, qualification or certificate of suitability to the Management Member by any governmental authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities (“Gaming Authority”); or (v) misconduct by the Management Member that causes any Gaming Authority to (w) fail to license, qualify and/or approve the Company or its affiliate to own and operate a gaming business, (x) grant any such licensing, qualification and/or approval only upon terms and conditions that are materially adverse to the Company or its affiliate, (y) significantly delay any such licensing, qualification and/or approval process that results in a material adverse effect to the Company or its affiliate or (z) revoke or suspend any existing material license.

“Change in Control” means (i) a transfer, sale or other conveyance (including a transfer, sale or other conveyance structured as a merger, consolidation or other similar business combination), directly or indirectly, in one transaction or a series of related transactions to any “person” or “group” (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of Persons not Affiliated with Z Capital of (a) more than fifty percent (50%) of the outstanding Units of Holdings, (b) more than fifty percent (50%) of the outstanding membership interests of Parent,

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or (c) more than fifty percent (50%) of the outstanding capital stock of the Company or (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned subsidiaries) to one or more purchasers other than Z Capital or any of its Affiliates in any transaction or series of related transactions in which the proceeds of such sale or other disposition are distributed to the Members within twelve (12) months following the closing thereof, excluding in the case of this clause (ii) a sale-leaseback or similar transaction. “Good Reason” means the occurrence of any of the following without the Management Member’s consent, provided that Management Member has provided the Company with written notice of the applicable event within thirty (30) calendar days after the Management Member becomes aware of the occurrence thereof, and the Company has not cured (or, otherwise commenced steps reasonably designed to result in a prompt cure) within thirty (30) calendar days thereafter if such circumstance is curable, and the Management Member actually terminates employment within one hundred and twenty (120) days of the occurrence of Good Reason: (i) Management Member’s position, authority, duties or responsibilities are materially diminished; (ii) the material breach by the Company of the Management Member’s employment agreement or agreement governing his Class A Units or Class B Units (or other Company securities or options in respect thereof); or (iii) relocation by the Company of Management Member’s primary place of employment by more than fifty (50) miles from Company’s current headquarters in Las Vegas, Nevada.

Management Long Term Incentive Plan

Holdings will implement a management long term incentive plan (the “MIP”) for Company management that are not employees or other service providers of Z Capital that would provide for the following: a.Size of MIP to be twelve percent (12%) of total Class A and Class B Units outstanding immediately after Closing on a fully diluted basis assuming cashless exercise of outstanding options to purchase Class A Units immediately after the Closing. b.Allocations of the MIP to be in Class B Units (profits interests) or in cash. c.No more than seventy-seven and one-tenth percent (77.1%) of the MIP (representing approximately nine and one-quarter percent (9.25%) of the total Class A and Class B Units outstanding immediately after Closing on a fully diluted basis assuming cashless exercise of outstanding options to purchase Class A Units immediately after the Closing) to be allocated at Closing (which allocated amount shall include the Class B Units to be issued pursuant to this term sheet). d.Vesting — See “Vesting of Class B Units” above. e.Remainder of Class B Units to be held in reserve and distributed by the Manager on a discretionary basis to reward management performance and for long term incentives for any new executives. f.Any remaining unallocated portion of the MIP will be allocated to management in the event of a closing of a Change in Control on terms

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	which (as of the date of signing) would meet a performance benchmark of a 35% internal rate of return (“IRR”) on the beginning equity investment made by Z Capital and Affiliates. Allocations to be decided by the Manager following consultation with the Chief Executive Officer.  The Manager reserves the right to allocate all or a portion of the unallocated MIP in the event that the IRR benchmark is not achieved. g.Any forfeited Class B Units will become available for distribution under the MIP by the Manager on a discretionary basis to reward long term performance and for long-term incentives for new executives. Upon the signing of a definitive agreement providing for a Change in Control, any remaining unallocated portion of any such forfeited amounts may be allocated to management by the Manager on a discretionary basis. h.The Company’s Amended and Restated 2011 Long-Term Incentive Plan will be terminated effective as of the Closing.
Units	Z Capital Group, L.L.C. (the “Manager”), the manager of Holdings, will create two classes of limited liability company interests (“Units”): (i) Class A Units, and (ii) Class B Units. Subject to “Participation Rights” described below, the Manager will have the authority to create and issue Class A Units, Class B Units and other classes and series of interests or units which may have rights, preferences, privileges, limitations, restrictions and/or obligations that are junior to, pari passu with or senior to any other class or series of interests or units and shall have the authority to amend the LLC Agreement without the consent of any member in the exercise of such authority (so long as the relative rights, preferences, privileges, limitations and obligations of the Class A Units vis a vis the Class B Units are not materially and adversely affected). Annex B sets forth the calculation of Class A Unit values immediately after the Closing. The Class A Units and the Class B Units shall not have any voting rights except as set forth in “Amendments and Waivers” below. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Management Member shall be issued any Units, including any Class A Units or Class B Units, or options to purchase Class A Units without the receipt of all necessary approvals from the applicable Governmental Authorities. The Manager and its affiliates will use commercially reasonable efforts to take any actions reasonably necessary and appropriate to obtain such approvals and represents that it is not aware as of the date hereof of any reason such approvals would not be obtained.
Distributions Generally	All distributions (other than tax distributions as described below) will be made by Holdings to the Members at such times and in such amounts as determined by the Manager in its sole and absolute discretion in accordance with the distribution rights set forth below. Except with respect to tax distributions as described below and subject to the rights of any other classes or series of limited liability company interests issued after the Closing in compliance with the LLC Agreement, all distributions (including dividends and proceeds from any recapitalization or similar events including a REIT conversion that the Manager determines in its sole and absolute discretion will be distributed) will be allocated among the Class A Units and the

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	Class B Units as follows: (i)First, to the holders of the Class A Units, pro rata in accordance with their number of Class A Units, until each of the holders of Class A Units have received aggregate distributions equal to one hundred percent (100%) of the capital contributions (including deemed capital contributions) to Holdings made in respect of such Class A Units; and (ii)Second, to the holders of the Class A Units and the Class B Units, pro rata in accordance with their respective number of Class A Units and Class B Units, taken as a whole. For the avoidance of doubt, unvested Class B Units will participate in distributions (including dividends) to the same extent as vested Class B Units (with such distributions to be made upon vesting). Other than the waterfall set forth above and as set forth in “Units” above, the Class B Units will not be subject to any other distribution threshold.
Tax Distributions	Holdings will make pro rata quarterly tax distributions to the Members in accordance with the taxable income of Holdings on a quarterly basis (or at such earlier times as the Manager deems appropriate) to the extent there is sufficient available cash taking into account whether any prior distributions to such member during the applicable period were insufficient to cover such member’s hypothetical tax liability (as determined in the LLC Agreement). Tax distributions to a member shall be an advance of such member’s non-tax distributions.
Tax-Free Contribution	The (i) rollover contributions by affiliates of Z Capital, and (ii) rollover contributions of vested Shares (or unvested Shares subject to an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”)) by Silberling, Bogumil and Solomon are intended to be a tax-free contribution pursuant to Section 721 of the Code.
Option Adjustments	Options to purchase Class A Units will be subject to anti-dilution protection with respect to any dividend, distribution (whether in the form of cash, units or other property) or other corporate transaction or event, including, for the avoidance of doubt, a reduction in exercise price in the case of cash distributions to the holders of Class A Units.
Governance	Holdings will be managed by the Manager and no consent of the Members shall be required in connection with any action taken by the Manager on behalf of Holdings. Except as otherwise expressly provided herein, the business and affairs of Holdings shall be managed by the Manager, who shall possess and may exercise the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of Holdings. The Members agree that, subject to the terms of the LLC Agreement, all determinations, decisions and actions duly made or taken by the Manager shall be conclusive and absolutely binding upon Holdings, each of the Members and their respective successors, personal representatives and permitted assigns. Neither the Manager nor Z Capital shall have any fiduciary or other duty to Holdings or any other Member.
Transfer Restrictions	No Member or holder of Class A Units, Class B Units or any other Unit or security of Holdings (including options to purchase Class A Units or any other Units) may transfer any security of Holdings or option in respect thereof without the consent of

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	Z Capital (which consent shall be in Z Capital’s sole and absolute discretion), except for transfers pursuant to “Drag-Along Rights” and “Tag-Along Rights” described below or by the laws of descent and distribution (such permitted transferee, a “Permitted Transferee”). Transfers will also be subject to certain other customary requirements, including, at the request of Holdings, an opinion of legal counsel in form and substance satisfactory to Holdings that an exemption to securities laws is available for such transfer. Without limiting the foregoing, no transfer, other than pursuant to a public offering approved by the Manager in its sole and absolute discretion and required Governmental Authorities, shall be permitted unless and until the proposed transferee or transferees shall agree in writing to become bound, and becomes bound, by all of the terms of the LLC Agreement and shall have received all licenses and approvals required by Governmental Authorities to hold such Units and/or options to purchase such Units. The restrictions on transfer shall terminate immediately prior to the closing of an IPO approved by the Manager in its sole and absolute discretion and required Governmental Authorities.
Drag-Along Rights	Prior to an IPO approved by the Manager in its sole and absolute discretion and required Governmental Authorities, if Z Capital desires to enter into a transaction involving the transfer by the Members of fifty percent (50%) or more of the outstanding Class A Units to a Person that is not an affiliate of Z Capital, then, at the request of Z Capital, the other Members shall (i) vote in favor of the sale (if such a vote is required) and agree to sell, on terms and conditions that are no less favorable than the terms applicable to Z Capital and consistent with the terms set forth under “Liability in Connection with Transfers”, the same proportion of the equity of Holdings held by it as the proportion of Z Capital’s equity of Holdings that is being sold in such sale (a “Drag-Along Sale”) and (ii) take all other actions reasonably requested by Z Capital in furtherance of the transaction; provided, however, that (a) the consideration payable to the Members holding different classes of units of Holdings in connection with a Drag-Along Sale shall be determined based on the rights to distributions of such Members set forth under “Distributions Generally” above, and (b) Z Capital shall have the option to cancel and cash out all options to purchase Units at the difference between the price per Unit in the Drag-Along Sale and the exercise price of such options (or for no value if such price per Unit is equal to or less than such exercise price). For the avoidance of doubt, it shall not be required that Z Capital own 50% or more of the outstanding Class A Units in order to exercise its right to initiate a Drag-Along Sale.
Tag-Along Rights	If Z Capital desires to sell fifty percent (50%) or more of the outstanding Class A Units to a Person that is not an affiliate of Z Capital (taking into account all Class A Units transferred by Z Capital to a Person that is not an affiliate of Z Capital prior to such sale), Z Capital must offer the Management Members the right to sell Class A Units in such sale on the same terms and conditions on a pro rata basis based on the number of Class A Units held by each Management Member (a “Tag-Along Sale”). The foregoing tag-along rights will terminate immediately prior to the closing of an IPO approved by the Manager in its sole and absolute discretion and required

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	Governmental Authorities.
Participation Rights	If Holdings issues any additional equity securities, any debt securities convertible or exchangeable for any equity securities, or any option, warrant or other right to acquire any such equity or debt securities (subject to the exceptions described below), each Management Member will be provided the opportunity to purchase a pro rata share of such securities on the same terms based on such Management Member’s ownership of the outstanding Class A Units (including Class A Units issuable upon a cashless exercise of options to purchase Class A Units utilizing the Fair Market Value (as defined below) of such options on the Closing Date). The foregoing participation rights shall not apply to any issuance (i) made as consideration for assets or equity interests acquired by or in a business combination involving Holdings or any of its subsidiaries, on the one hand, and a third party not affiliated with Holdings, Z Capital or any of their respective affiliates on the other hand, (ii) in connection with any joint venture or strategic partnership or alliance to the other members of such venture, partnership or alliance, so long as such other members are not affiliated with Holdings, Z Capital or any of their respective affiliates, (iii) pursuant to a public offering approved by the Manager in its sole and absolute discretion and required Governmental Authorities, (iv) to officers, employees, directors, managers or consultants of Holdings or any of its subsidiaries in the ordinary course of business in respect of such officers’, employees’, directors’, managers’ or consultants’ services to Holdings or any of its subsidiaries or (v) to any person in connection with an option plan or other equity-based compensation plan of Holdings or any of its subsidiaries. Holdings may comply with the foregoing participation rights by providing the Management Members the right to participate up to their pro rata share following the security issuance in respect of which the Management Members have participation rights. The foregoing participation rights will terminate immediately prior to the closing of an IPO approved by the Manager in its sole and absolute discretion and required Governmental Authorities.
Liability in Connection with Transfers	In connection with a Drag-Along Sale or a Tag-Along Sale, each Member and, as applicable, holder of options to purchase equity of Holdings that is not an affiliate of Z Capital (the “Non-Z Capital Members”) shall be required to make the same representations as Z Capital on a several basis and not joint and several basis.
Put Rights	At any time on or following the five-year anniversary of the Merger, each Management Member shall have the right, by one or more written notices to Holdings, to require Holdings to purchase all or any portion of the Class A Units owned by such Management Member and/or any of his or her Permitted Transferees (the “Put Units”) at the Puts Units Price (not to exceed two million dollars ($2,000,000) in the aggregate per year for all Management Members, with any over-subscription to be allocated among the Management Members pro rata based on the number of Class A Units held by such Management Members) and otherwise upon the terms and subject to the conditions set forth herein (a “Put”).
Call Rights	If (i) any Management Member’s employment with or engagement by Holdings or any of its subsidiaries (such employment or engagement, “Employment”) shall terminate for any reason whatsoever (including by resignation, death or disability), (ii) if a

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governmental authority makes a determination of unsuitability with respect to any Management Member or the Management Member otherwise fails to maintain such licenses and/or approvals as are required to hold Units, or (iii) if the Manager determines in good faith it necessary or advisable to preserve the regulatory licenses and/or approvals of Holdings and its subsidiaries, Holdings shall have the right, by one or more written notices to such Management Member on or prior to the twelve (12) month anniversary of the event giving rise to such call right, to (a) compel holders of options to purchase equity of Holdings to exercise such options and (b) purchase all or any portion of the Class A Units, Class B Units and/or any other securities of Holdings owned by such Management Member and/or any of his or her Permitted Transferees (the “Call Units”) at the Call Units Price and otherwise upon the terms and subject to the conditions set forth herein (a “Call”). Holdings’ exercise of any Call shall be subject to the prior approval of the Manager in its sole and absolute discretion.

The “Call Units Price” means: (i) with respect to Class A Units, (A) if the Management Member’s Employment is terminated for Cause, the Management Member resigns prior to the third (3rd) anniversary of the Closing other than for Good Reason, or the Management Member is determined to be unsuitable by any governmental authority or the Management Member otherwise fails to maintain such licenses and/or approvals as are required to hold Units, a price equal to the lesser of (1) the value per Unit at the Closing and (2) the fair market value per Unit of such Call Units as of the Call date as determined by the Manager in good faith; provided that if the Management Member does not agree with the Manager’s determination, the fair market value per Unit of such Call Units shall be determined by a valuation firm mutually selected by the Manager and the Management Member (or, if the Manager and the Management Member are unable to mutually select a valuation firm, each of the Manager and the Management Member shall designate a separate valuation firm, which valuation firms shall mutually select an independent valuation firm) in each case at with the cost of the valuation firm to be shared equally between the applicable Management Member and Holdings (the “Fair Market Value”), and (B) if the Management Member’s Employment is terminated without Cause, the Management Member is terminated by reason of death or disability, the Management Member resigns for Good Reason or for any reason after the third (3rd) anniversary of the Closing, or the Manager determines in good faith that a Call is necessary or advisable with respect to such Management Member’s Call Units to preserve the regulatory licenses and/or approvals of Holdings and its subsidiaries, a price equal to the Fair Market Value of such Call Units as of the Call date, and (ii) with respect to Class B Units or any other Call Unit, (A) if the Management Member’s Employment is terminated for Cause, the Management Member resigns prior to the third (3rd) anniversary of the Closing other than for Good Reason, or the Management Member is determined to be unsuitable by any governmental authority or the Management Member otherwise fails to maintain such licenses and/or approvals as are required to hold Units, a price equal to $1.00 for call such Call Units held by the Management Member, and (B) if the Management Member’s Employment is terminated without Cause or for death or disability, the Management Member resigns for any reason on or after the third (3rd) anniversary of the Closing or for Good Reason, or the Manager determines in good faith that a Call is necessary or advisable with respect to such Management Member’s Call Units to preserve the regulatory licenses and/or approvals of Holdings and its subsidiaries, a price equal to the Fair Market Value of such Call Units as of the Call date. Notwithstanding the foregoing, payment of the Call Units Price with respect to Call Units following a resignation by a Management Member other than for Good Reason may be deferred at the option of the Manager until a Change in Control.

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	No payment shall be made with respect to any Call or any Put that (i) would cause Holdings or any of its subsidiaries to violate any applicable law, the terms of the LLC Agreement, any banking agreement or loan or other financial covenant or cause default of any indebtedness of Holdings or any of its subsidiaries, regardless of when such agreement, covenant or indebtedness was created, incurred or assumed or (ii) the Manager reasonably determines would materially and adversely affect the liquidity of Holdings and its subsidiaries taken as a whole within twelve (12) months of such payment. Any Call or Put payment that would cause such violation, default or liquidity issue shall result in an extension of the payment date for the Call/Put Units Price, in the sole discretion of the Manager, until such payment shall no longer cause any such violation, default or liquidity issue. Any such deferred payment shall (i) bear interest at a rate of five percent (5%) per annum, payable in kind, (ii) be represented by an unsecured promissory note, and (iii) be due and payable no later than five (5) years from the Call/Put date, unless such payment would violate applicable law. Nothing herein shall prohibit Holdings from making a partial payment that (x) would not cause Holdings or any of its subsidiaries to violate any applicable law, the terms of the LLC Agreement, any banking agreement or loan or other financial covenant or cause default of any indebtedness of Holdings or any of its subsidiaries, regardless of when such agreement, covenant or indebtedness was created, incurred or assumed or (y) the Manager reasonably determines would not materially and adversely affect the liquidity of Holdings and its subsidiaries taken as a whole within twelve (12) months of such payment. If Holdings exercises a Call or a Management Member exercises a Put, then from and after the date on which Holdings exercises the Call or such Management Member exercises the Put, the Management Member (and/or his or her Permitted Transferees, as applicable) shall no longer have any rights as a holder of Units subject to the Call/Put (other than the right to receive payment of the Call/Put Units Price, but subject to the paragraph immediately above) and such Call Units or Put Units shall be deemed purchased in accordance with the applicable provisions hereof and Holdings shall be deemed to be the owner and holder of such Call Units or Put Units. Holdings may assign its Call rights to Z Capital and/or any of its affiliates. Each Management Member may assign his or her Put rights in accordance with the laws of descent and distribution.
Put Units Price	The Put Units Price means the Fair Market Value of such Put Units as of the Put date.
IPO Restructuring	The Manager may, without any requirement for consent of any member, at any time determine to effect an IPO with the prior consent of required Governmental Authorities. If the Manager determines to effect an IPO, the Manager and the Members will cooperate in good faith prior to the IPO to cause the IPO to be effected in a tax-efficient manner (and so that the holders of each class or series of equity interests are provided with the same pro rata treatment with respect to their ownership of such class or series as the other holders of such class or series, subject to any differences in the securities in respect of distributions and other economic rights), which could include the restructuring of the limited liability company or the dissolution of the limited liability company or the exchange of the Members’ equity interests in Holdings for equity interests in a subsidiary of Holdings whose securities would be listed and sold to the public. Any such restructuring shall be effectuated in a manner designed as nearly as practicable to maintain the same relative economics and other material terms among the equity

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	holders, as reasonably determined by the Manager. Each Member shall take all actions reasonably requested by the Manager in its capacity as a security holder of Holdings or any such other entity to effect the IPO. At the request of the underwriters in an IPO, the Management Members shall agree to be subject to a lockup period which will terminate upon the earlier of (i) the six-month anniversary of the closing of such IPO and (ii) the termination of any lockup period applicable to Z Capital or its affiliates.
Certain Reorganizations	The Manager, without the requirement for the consent of any member other than the Z Capital Members, may elect to change the legal form of Holdings or the tax status of Holdings or reorganize Holdings in a jurisdiction other than Delaware; provided, that all similarly situated Members are treated equally in such reorganization and the rights and obligations of each Member after such reorganization shall be substantially the same rights and obligations as provided to such Member under the LLC Agreement.
Registration Rights	Z Capital will have customary transferable demand and piggyback registration rights. Management Members that hold Class A Units will have customary piggyback registration rights. Expenses (other than underwriting discounts and commissions) for such registrations will be borne by Holdings.
Corporate Opportunities	The LLC Agreement and the certificate of incorporation and other organizational documents of the Company and any entity through which the Company is held by Holdings will include a customary waiver of the corporate opportunities doctrine as it applies to Z Capital.
Indemnification	In addition to customary indemnification, Z Capital and its affiliates, officers, directors, employees and members will be indemnified and held harmless by Holdings, Parent, and the Company with respect to any liabilities associated with their respective ownership of or relationship with Holdings or its subsidiaries, or their predecessors or successors, other than in cases of fraud, gross negligence, or willful misconduct. Notwithstanding that the indemnified parties set forth above may have indemnification rights provided by an affiliate of Z Capital, Holdings shall be the indemnitor of first resort and shall be required to advance the full amount of expenses incurred by such indemnified party, and Holdings shall irrevocably waive, relinquish and release the affiliated indemnitor from any and all indemnifiable claims against such affiliate indemnitor.
Waiver of All Other Rights	Each party to the LLC Agreement, as a condition to the issuance or transfer of securities to such party, shall irrevocably waive under any agreement entered into with the Company or any of its subsidiaries prior to the date of the LLC Agreement any rights pertaining to the issuance or transfer of securities, registration rights or any other rights pertaining to the governance of or investments in Holdings or any of its subsidiaries.
Representations and Covenants	Each Member shall make customary representations regarding status as an accredited investor, investment intent and other matters.
Amendment and Waiver	The LLC Agreement may be amended or waived only by a written instrument signed by Z Capital; provided that, except as set forth in “Units” above, any amendment that materially and adversely affects the Management Members in a manner disproportionate from Z Capital will require the written consent of the Management Members holding a

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	majority of the Class A Units held by the Management Members.
Confidentiality	Each Non-Z Capital Member agrees, at all times during the term of Holdings and thereafter and whether or not at the time such Non-Z Capital Member is a member of Holdings, to maintain the confidentiality of, and not to disclose, without the consent of Holdings, to any person any information relating to the business, financial results or clients of Holdings or any of its subsidiaries that shall not be generally known to the public, except in each case as otherwise required by applicable law or judicial or administrative process (and in any such case with prior written notice to, and cooperation with, Z Capital).
VCOC Letter Agreement	Holdings shall provide each Z Capital member (to the extent such Z Capital member is required to qualify as a “venture capital operating company” (“VCOC”) pursuant to 29 C.F.R. Section 2510.3-101) with a customary VCOC management rights letter.
Governing Law and Jurisdiction	Delaware.

* * *

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By signing below, the parties agree that this term sheet will be binding upon the parties as of the Closing, subject to you being employed by the Company immediately prior to Closing.  The parties will complete full documentation prior to the Closing based on these terms and other terms customary for transactions of this type, which will supersede this term sheet.

HOLDINGS:	Z CAPITAL AFFINITY HOLDINGS, LLC,
	a Delaware limited liability company
	By:	/s/ James J. Zenni, Jr.
		Name:	James J. Zenni, Jr.
		Title:	President
SILBERLING:	MICHAEL SILBERLING
	/s/ Michael Silberling
BOGUMIL:	WALTER BOGUMIL
	/s/ Walter Bogumil
SOLOMON:	JEFFREY SOLOMON
	/s/ Jeffrey Solomon

Annex A

Performance Metrics

2017: Consolidated EBITDA of $90,268,000

2018: Consolidated EBITDA of $100,039,000

2019: Consolidated EBITDA of $100,982,000

2020: Consolidated EBITDA of $102,687,000

Consolidated EBITDA is defined as set forth in the Company’s Credit Agreement, dated July 1, 2016, as amended as of September 30, 2016, excluding clause (e) from the definition thereof.

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Annex B

Calculation of Class A Unit Values(3)

Roll Over Z Capital Equity
Shares Owned		8,418,616
Value of Equity - Per Share		17.35
Value of Equity		$	146,062,988
New Equity Contributed		$	62,500,000
Total Value of Equity at Close		$	208,562,988
Z Capital Shares Owned Pre-Close	8,418,616
Shares Acquired (net of mgt rollover)	11,946,776
Total Shares Outstanding Pre-Close	20,365,392	20,365,392
A Unit Value at Closing		$	10.24

(3)The amount of the cash contribution at the Closing by affiliates of Z Capital may be adjusted based on the actual costs, fees and expenses required in connection with the Merger at the Closing.

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Annex C

Employment Agreement Amendments

See attached.

EXHIBIT A

Option and Restricted Stock Cash-Out and Rollover Contribution by Silberling

In connection with the Merger, Silberling’s (i) 379,167 Company Stock Options, (ii) 40,000 shares of Company Restricted Stock, (iii) right to receive an award of 35,000 Shares if prior to termination of his employment with the Company there is a sale of the Company at a price or valuation of $22.50 per Share or greater, (iv) right to receive an award of 162,500 Company Stock Options on March 31, 2017 and (v) any other obligations of the Company or any of its affiliates to issue equity or equity-based awards, shall each and all be cancelled and, in exchange therefor, Parent shall provide to Silberling $1,901,647 in cash, vested options to purchase 269,232 Class A Units of Holdings, and 854,586 restricted Class B Units of Holdings at the Closing subject to vesting provisions as set forth in “Vesting of Restricted Class B Units” above.  The options to purchase Class A Units to be granted to Silberling shall satisfy Treasury Regulation Section 1.424-1(a)(5), may only be exercised on a cashless basis based on the Fair Market Value of the Class A Units at the time of exercise, and shall be subject to substantially similar terms as Silberling’s existing Company Stock Options to the extent not inconsistent with this term sheet.(4)

(4)Unit amounts may be adjusted based on the final Class A Unit value at the Closing in accordance with the methodology set forth on Annex B.

EXHIBIT B

Option and Restricted Stock Cash-Out and Rollover Contribution by Bogumil

In connection with the Merger, Bogumil’s (i) 80,000 Company Stock Options, (ii) 20,000 shares of Company Restricted Stock, (iii) right to receive an award of 30,000 Company Stock Options on each of March 31, 2017, March 31, 2018, and March 31, 2019 and (iv) any other obligations of the Company or any of its affiliates to issue equity or equity-based awards shall each and all be cancelled and, in exchange therefor, Parent shall provide to Bogumil $52,050 in cash, 28,804 Class A Units of Holdings, vested options to purchase 135,547 Class A Units of Holdings, and 421,440 restricted Class B Units of Holdings at the Closing subject to vesting provisions as set forth in “Vesting of Restricted Class B Units” above.  The options to purchase Class A Units to be granted to Bogumil shall satisfy Treasury Regulation Section 1.424-1(a)(5), may only be exercised on a cashless basis based on the Fair Market Value of the Class A Units at the time of exercise, and shall be subject to substantially similar terms as Bogumil’s existing Company Stock Options to the extent not inconsistent with this term sheet.(5)

(5)Unit amounts may be adjusted based on the final Class A Unit value at the Closing in accordance with the methodology set forth on Annex B.

EXHIBIT C

Option and Restricted Stock Cash-Out and Rollover Contribution by Solomon

In connection with the Merger, Solomon’s (i) 80,000 Company Stock Options, (ii) 33,000 shares of Company Restricted Stock, and, (iii) right to receive an award of 80,000 Company Stock Options on each of March 31, 2017 and March 31, 2018, and (iv) any other obligations of the Company or any of its affiliates to issue equity or equity-based awards shall each and all be cancelled and, in exchange therefor, Parent shall provide to Solomon options to purchase 135,547 Class A Units of Holdings (67,774 of which will be subject to time-based vesting, fifty percent (50%) of which will vest on December 31, 2017 and fifty percent (50%) of which will vest on December 31, 2018, subject to the other vesting provisions as set forth in “Vesting of Restricted Class B Units” above, mutatis mutandis, and the remainder of which will be fully vested) and 374,705 restricted Class B Units of Holdings at the Closing subject to vesting provisions as set forth in “Vesting of Restricted Class B Units” above.  The options to purchase Class A Units to be granted to Solomon shall satisfy Treasury Regulation Section 1.424-1(a)(5), may only be exercised on a cashless basis based on the Fair Market Value of the Class A Units at the time of exercise, and shall be subject to substantially similar terms as Solomon’s existing Company Stock Options to the extent not inconsistent with this term sheet.(6)

(6)Unit amounts may be adjusted based on the final Class A Unit value at the Closing in accordance with the methodology set forth on Annex B.