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LEISURE ACQUISITION CORP. INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Key Takeaway: LEISURE ACQUISITION CORP. INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of the Board of Directors and Shareh

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LEISURE ACQUISITION CORP.
INDEX TO BALANCE SHEET
Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet F-3
Notes to Balance Sheet F-4
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Audit Committee of the Board of Directors and Shareholders
of Leisure Acquisition Corp.
We have audited the accompanying
balance sheet of Leisure Acquisition Corp. (the "Company") as of December 5, 2017. The balance sheet is the responsibility
of the Company's management. Our responsibility is to express an opinion on the balance sheet based on our audit.
We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the balance
sheet referred to above presents fairly, in all material respects, the financial position of Leisure Acquisition Corp as of December
5, 2017, in conformity with accounting principles generally accepted in the United States of America.
/s/ Marcum LLP
Marcum LLP
New York, NY
December 11, 2017
LEISURE ACQUISITION CORP.
ASSETS
Current Assets
Cash $ 2,464,836
Prepaid expenses 38,000
Total Current Assets 2,503,036
Cash held in Trust Account 200,000,000
Total Assets $ 202,503,036
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities - Accrued offering costs $ 206,932
Total Current Liabilities 206,932
Deferred underwriting fee payable 7,000,000
Total Liabilities 7,206,932
Commitments
Common stock subject to possible redemption, 19,029,610 shares at redemption value 190,296,100
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding -
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,720,390 shares issued and outstanding (1) 672
Additional paid-in capital 5,004,493
Accumulated deficit (5,161 )
Total Stockholders' Equity 5,000,004
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 202,503,036
The accompanying notes are an integral
part of the balance sheet.
LEISURE ACQUISITION CORP.
NOTES TO BALANCE SHEET
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Leisure Acquisition Corp.
(the "Company") is a blank check company incorporated in Delaware on September 11, 2017. The Company was formed for
the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization,
exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company
has not yet identified (a "Business Combination").
At December 5, 2017, the
Company had not yet commenced operations. All activity through December 5, 2017 relates to the Company's formation and its
initial public offering ("Initial Public Offering"), which is described below.
The registration statement
for the Company's Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated
the Initial Public Offering of 20,000,000 units ("Units" and, with respect to the common stock included in the Units
being offered, the "Public Shares"), generating gross proceeds of $200,000,000, which is described in Note 3.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the "Private Placement Warrants")
at a price of $1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the "Hydra
Sponsor"), MLLP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the "Matthews Lane Sponsor,"
and, together with the Hydra Sponsor, the "Sponsors"), HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora")
and certain members of the Company's management team, generating gross proceeds of $6,825,000, which is described in Note
Following the closing of
the Initial Public Offering on December 5, 2017, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account ("Trust Account")
which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution
of the Trust Account, as described below.
Transaction costs amounted
to $11,548,735, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees (see Note 6) and $548,735
of Initial Public Offering costs. In addition, $2,464,836 of cash was held outside of the Trust Account and is available for working
The Company's management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company's initial Business Combination must be with one or more target businesses that together have a fair market value
equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting commissions and taxes payable on the
income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. In addition,
the Company's Business Combination must be approved by HG Vora as a condition to the Contingent Forward Purchase Contract
(as described in Note 6). The Company will only complete a Business Combination if the post-Business Combination company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or
the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide
its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination
either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.
The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will
be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion
of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed
to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the
underwriters (see Note 7).
LEISURE ACQUISITION CORP.
NOTES TO BALANCE SHEET
The Company will proceed
with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business
Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the
Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for
business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer
documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required
by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the
Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company's other initial
stockholders (collectively, the "Initial Stockholders") have agreed to vote their Founder Shares (as defined in Note
5) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect
to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing,
the Company's Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from
redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering.
Last updated: Dec 5, 2017