NYNY Empire Resorts Inc

On August 26, 2019, Empire Resorts, Inc. (the “Company”) and Kien Huat Realty III Limited (“KHRL”), the Company’s largest stockholder, entered into a subscription agreement (the “KH Subscription Agreement”) pursuant to which KHRL purchased 150 shares of the Company’s Series F Convertible Preferred Stock, $0.01 per share (the “Series F Preferred Stock”), for an aggregate consideration of $15 million. This investment was made pursuant to the terms of that certain commitment letter, by and between KHRL and the Company, originally dated November 6, 2018 and as amended on November 9, 2019, May 7, 2019 and August 18, 2019 (as amended, the “KH 2018 Preferred Stock Commitment Letter”). KHRL committed to purchase up to $151 million of the Company’s Series F Preferred Stock, subject to the terms and conditions of the KH 2018 Preferred Stock Commitment Letter, in support of the general corporate and working capital requirements of the Company. Pursuant to the KH 2018 Preferred Stock Commitment Letter, KHRL received a commitment fee in the amount of 1% of the Series F Preferred Stock purchased pursuant to the KH Subscription Agreement.

The issuance by the Company of the shares of Series F Preferred Stock to KHRL is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involved any public offering. The material terms of the Series F Preferred Stock are described under Item 3.02 of the Current Report on Form 8-K filed by the Company on November 14, 2018 and incorporated herein by reference.

The summary of the KH Subscription Agreement is qualified in its entirety by reference to the complete text of the KH Subscription Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.