Affinity Gaming – Plans of Reorganization, Merger, Acquisition or Similar Watch

from DEFA14A 101 pages Agreement and Plan of Merger Among Z Capital Affinity Owner, LLC, Affinity Merger Sub, Inc. and Affinity Gaming Dated as of August 22, 2016

from 8-K 101 pages Agreement and Plan of Merger Among Z Capital Affinity Owner, LLC, Affinity Merger Sub, Inc. and Affinity Gaming Dated as of August 22, 2016

from DFAN14A 13 pages (“Rumbolz”) and David D. Ross (“Ross” and With Kornstein, Benninger, Henry and Rumbolz the “Director Defendants”) Were Represented by James J. Pisanelli (Sbn #4027) of the Law Firm Pisanelli Bice Pllc and Yosef J. Reimer (Admitted Pro Hac Vice) of the Law Firm Kirkland & Ellis Llp. Nominal Defendant Affinity Gaming (“Affinity” And, Collectively With the Director Defendants, “Defendants”) Was Represented by Tamara Beatty Peterson (Sbn #5218) of the Law Firm Brownstein Hyatt Farber Schreck, Llp. the Court Has Reviewed the Pleadings and Papers on File Herein and Heard the Arguments of Counsel. Good Cause Appearing, the Court Enters the Following Findings of Fact, Conclusions of Law, Order and Preliminary Injunction. Findings of Fact(1) 1. Z Capital Is the Owner of 6,171,017.40 Common Shares of Affinity, Representing Just Over 30% of Its Issued and Outstanding Common Shares. by Virtue of These Holdings Z Capital Is Affinity’s Largest Shareholder. Plaintiffs Have a Long-Standing Investment History With Affinity, First as Holders of Its Predecessor’s Bank Notes and as Equity Holders Since the Company Exited Bankruptcy in 2010. Z Capital, Its President, James Zenni, and Its CFO, Have All Undergone Extensive, In-Depth Scrutiny and Been Approved or Licensed as Shareholders by All of the Gaming Regulators in Each of the Four States in Which Affinity Operates. 2. Affinity, a Nominal Defendant, Is at Present a Nevada Corporation and Is the Successor to Affinity Gaming, LLC Through Articles of Conversion Filed With the Nevada Secretary of State on or About December 20, 2012. Affinity Has a Principal Place of Business in (1) the Proposed Factual Findings Are Intended to Be Preliminary Only in the Sense That Z Capital Is Deemed to Have Shown a Reasonable Probability of Being Able to Show Such Facts to Support a Preliminary Injunction. Findings of Fact, Conclusions of Law and Preliminary Injunction 2

from 10-K 8 pages Second Amendment to Asset Purchase Agreement

from 10-K 9 pages First Amendment and Waiver to Asset and Equity Purchase Agreement

from 10-K 9 pages First Amendment and Waiver to Asset and Equity Purchase Agreement

from 10-Q 53 pages Asset Purchase Agreement Dated as of September 20, 2011 by and Among Affinity Gaming, LLC, and Golden Mardi Gras, Inc. Asset Purchase Agreement

from 10-Q 60 pages Asset and Equity Purchase Agreement Dated as of September 20, 2011 by and Among Affinity Gaming, LLC, and Golden Gaming, Inc. Asset and Stock Purchase Agreement

from 10-12G 38 pages O Affects This Debtor. X Affects All Debtors. O Affects the Sands Regent O Affects Plantation Investments, Inc. O Affects Last Chance, Inc. O Affects Dayton Gaming, Inc. O Affects California Prospectors, Ltd. O Affects Herbst Gaming, Inc. O Affects Flamingo Paradise Gaming, LLC O Affects E-T-T, Inc. O Affects Market Gaming, Inc. O Affects the Primadonna Company, LLC O Affects Hgi Lakeside, Inc. O Affects Hgi St. Jo, Inc. O Affects Hgi Mark Twain, Inc. O Affects Cardivan Company O Affects Corral Coin, Inc. O Affects Corral Country Coin, Inc. O Affects E-T-T Enterprises, LLC Case No.: Bk-N-09-50746-Gwz; Chapter 11 Jointly Administered With