Common use of Noncompetition; Non-solicitation Clause in Contracts

Noncompetition; Non-solicitation. (a) Participant acknowledges the highly competitive nature of the business of SG and that Participant’s access to SG’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant special and unique within SG’s industry. Participant hereby agrees that during his or her Employment, and during the Covered Time (as defined below), Participant, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 14, “Competing Business” shall mean any business or operations (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, or management (as the case may be) of (I) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); (III) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); (IV) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X) prepaid cellular or other phone cards; or (XI) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I) through (X) above; or (B) in which SG is then or was within the previous 12 months engaged, or in which SG, to Participant’s knowledge, contemplates to engage in during Participant’s Employment or the Covered Time, (ii) in which Participant is or was engaged or involved (whether in a supervisory capacity or otherwise) on behalf of SG or with respect to which Participant has obtained proprietary or confidential information, and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be conducted anywhere in the United States or in any other geographic area where SG does business during Participant’s Employment or the Covered Time.

Noncompetition; Non-solicitation. (a) Participant Executive acknowledges the highly competitive nature of the Company’s business of SG and that Participant’s access to SGthe Company’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant Executive special and unique within SGthe Company’s industryindustries. Participant hereby In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during his or her Employment, the Term (including any extensions thereof) and during the Covered Time (as defined below)Time, ParticipantExecutive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 145, “Competing Business” shall mean any business or operations operations: (i) (Ai)(A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, operation or management (as the case may be) of (I1) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II2) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); , (III3) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); , (IV4) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V5) lottery-lottery, real money gaming- gaming or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI6) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII7) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) 8) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX9) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X10) prepaid cellular or other phone cards; or (XI11) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I1) through (X10) above; or (B) in which SG the Company is then or was within the previous 12 months engaged, or in which SGthe Company, to ParticipantExecutive’s knowledge, contemplates to engage in during Participant’s Employment the Term or the Covered Time, ; (ii) in which Participant is or Executive was engaged or involved (whether in a an executive or supervisory capacity or otherwise) on behalf of SG the Company or with respect to which Participant Executive has obtained proprietary or confidential information, ; and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be were conducted anywhere in the United States or in any other geographic area where SG does in which such business during Participant’s Employment was conducted or contemplated to be conducted by the Covered TimeCompany. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.

Noncompetition; Non-solicitation. (a) Participant Executive acknowledges the highly competitive nature of the Company’s business of SG and that Participant’s access to SGthe Company’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant Executive special and unique within SGthe Company’s industryindustries. Participant hereby In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during his or her Employment, the Term (including any extensions thereof) and during the Covered Time (as defined belowin Section 5.1(e)), ParticipantExecutive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 145, “Competing Business” shall mean any business or operations operations: (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, operation or management (as the case may be) of (I1) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II2) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); , (III3) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); , (IV4) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V5) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI6) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII7) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) 8) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX9) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X10) prepaid cellular or other phone cards; or (XI11) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I1) through (X10) above; or (B) in which SG the Company is then or was within the previous 12 months engaged, or in which SGthe Company, to ParticipantExecutive’s knowledge, contemplates to engage in during Participant’s Employment the Term or the Covered Time, ; (ii) in which Participant is or Executive was engaged or involved (whether in a an executive or supervisory capacity or otherwise) on behalf of SG the Company or with respect to which Participant Executive has obtained proprietary or confidential information, ; and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be were conducted anywhere in the United States or in any other geographic area where SG does in which such business during Participant’s Employment was conducted or contemplated to be conducted by the Covered TimeCompany. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.

Noncompetition; Non-solicitation. (a) Participant acknowledges the highly competitive nature of the business of SG LNW and that Participant’s access to SGLNW’s confidential records and proprietary information and ability to develop relationships with SGLNW’s customers and employees renders Participant special and unique within SGLNW’s industry. Participant hereby agrees that during his or her Employment, and during the Covered Time (as defined below), Participant, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 14, “Competing Business” shall mean any business or operations (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, or management (as the case may be) of (I) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); (III) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); (IV) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X) prepaid cellular or other phone cards; or (XI) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I) through (X) above; or (B) in which SG LNW is then or was within the previous 12 months engaged, or in which SGLNW, to Participant’s knowledge, contemplates to engage in during Participant’s Employment or the Covered Time, (ii) in which Participant is or was engaged or involved (whether in a supervisory capacity or otherwise) on behalf of SG LNW or with respect to which Participant has obtained proprietary or confidential information, and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be conducted anywhere in the United States or in any other geographic area where SG LNW does business during Participant’s Employment or the Covered Time.

Noncompetition; Non-solicitation. (a) Participant a. Executive acknowledges the highly competitive nature of the Company’s business of SG and that Participant’s access to SGthe Company’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant Executive special and unique within SGthe Company’s industryindustries. Participant hereby In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during his or her Employment, the Term (including any extensions thereof) and during the Covered Time (as defined below)Time, ParticipantExecutive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 145, “Competing Business” shall mean any business or operations operations: (i) (Ai)(A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, operation or management (as the case may be) of (I) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); (III1) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); , (IV2) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V3) lottery-, real money gaming- gaming or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI4) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII5) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII6) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX7) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X) prepaid cellular or other phone cards; or (XI) 8) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I1) through (X) 8) above; or (B) in which SG the Company is then or was within the previous 12 months engaged, or in which SGthe Company, to ParticipantExecutive’s knowledge, contemplates to engage in during Participant’s Employment the Term or the Covered Time, ; (ii) in which Participant is or Executive was engaged or involved (whether in a an executive or supervisory capacity or otherwise) on behalf of SG the Company or with respect to which Participant Executive has obtained proprietary or confidential information, ; and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be were conducted anywhere in the United States or in any other geographic area where SG does in which such business during Participant’s Employment was conducted or contemplated to be conducted by the Covered TimeCompany. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.

Noncompetition; Non-solicitation. (a) Participant Executive acknowledges the highly competitive nature of the Company’s business of SG and that Participant’s access to SGthe Company’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant Executive special and unique within SGthe Company’s industryindustries. Participant hereby In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during his or her Employment, the Term (including any extensions thereof) and during the Covered Time (as defined belowin Section 5.1(e)), ParticipantExecutive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 145, “Competing Business” shall mean any business or operations operations: (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, operation or management (as the case may be) of (I1) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II2) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); , (III3) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); , (IV4) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V5) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI6) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII7) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) 8) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX9) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X10) prepaid cellular or other phone cards; or (XI11) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I1) through (X10) above; or (B) in which SG the Company is then or was within the previous 12 months engaged, or in which SGthe Company, to ParticipantExecutive’s knowledge, contemplates to engage in during Participant’s Employment the Term or the Covered Time, ; (ii) in which Participant is or Executive was engaged or involved (whether in a an executive or supervisory capacity or otherwise) on behalf of SG the Company or with respect to which Participant Executive has obtained proprietary or confidential information, ; and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be were conducted anywhere in the United States or in any other geographic area where SG does in which such business was conducted or contemplated to be conducted by the Company. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business. (b) In further consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that, during Participant’s Employment or the Term (including any extensions thereof) and during the Covered Time, Executive shall not, directly or indirectly: (i) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to terminate his, her, or its relationship with the Company; (ii) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to become employees, agents, consultants or representatives of any other person or entity; or (iii) solicit or attempt to induce any customer, vendor or distributor of the Company to curtail or cancel any business with the Company; or (iv) hire any person who, to Executive’s actual knowledge, is, or was within 180 days prior to such hiring, an employee of the Company. Sections (i) and (ii) are limited to employees, agents, consultants and representatives with whom Executive had material contact for the purpose of performing Executive’s job duties or about whom Executive obtained confidential information during Executive’s employment. Section (iii) is limited to customers, vendors and distributors with whom Executive had material contact for the purpose of performing his job duties, or about whom Executive obtained confidential information during his employment. (c) During the Term (including any extensions thereof) and during the Covered Time, Executive agrees that upon the earlier of Executive’s (i) negotiating with any Competitor (as defined below) concerning the possible employment of Executive by the Competitor, (ii) responding to (other than for the purpose of declining) an offer of employment from a Competitor, or (iii) becoming employed by a Competitor, (A) Executive will provide copies of Section 5 of this Agreement to the Competitor, and (B) in the case of any circumstance described in (iii) above occurring during the Covered Time, and in the case of any circumstance described in (i) or (ii) above occurring during the Term or during the Covered Time, Executive will promptly provide notice to the Company of such circumstances. Executive further agrees that the Company may provide notice to a Competitor of Executive’s obligations under this Agreement. For purposes of this Agreement, “Competitor” shall mean any person or entity (other than the Company, its subsidiaries or affiliates) that engages, directly or indirectly, in the United States or any other geographic area in any Competing Business.

Noncompetition; Non-solicitation. (a) Participant acknowledges the highly competitive nature of the business of SG and that Participant’s access to SG’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant special and unique within SG’s industryindustries. Participant hereby agrees that during his or her Employment, and during the Covered Time (as defined below), Participant, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 14, “Competing Business” shall mean any business or operations (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, or management (as the case may be) of (I) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); (III) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); (IV) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- or casino-related systems and related peripheral hardware, software and services; (X) prepaid cellular or other phone cards; or (XI) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I) through (X) above; or (B) in which SG is then or was within the previous 12 months engaged, or in which SG, to Participant’s knowledge, contemplates to engage in during Participant’s Employment or the Covered Time, (ii) in which Participant is or was engaged or involved (whether in a supervisory capacity or otherwise) on behalf of SG or with respect to which Participant has obtained proprietary or confidential information, and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be conducted anywhere in the United States or in any other geographic area where SG does business during Participant’s Employment or the Covered Time. (b) Participant hereby agrees that, during his or her Employment and for twelve months after the date of Participant’s termination from Employment, whether voluntary or involuntary and regardless of the reason for termination, (the “Termination Date”), Participant shall not, directly or indirectly: (i) solicit or attempt to induce any of the employees, agents, consultants or representatives of SG to terminate his, her, or its relationship with SG; (ii) solicit or attempt to induce any of the employees, agents, consultants or representatives of SG to become employees, agents, consultants or representatives of any other person or entity; or (iii) hire any person who, to Participant’s actual knowledge, is, or was within 180 days prior to such hiring, an employee of SG. (c) Participant hereby agrees that, during his or her Employment and for twelve months after Participant’s Termination Date, Participant shall not, without SG’s prior written consent, directly or indirectly, whether for Participant’s own account or for the account of any other person, firm, corporation or business organization, solicit or perform services of a type offered by SG, for any customer, partner, vendor, distributor, with whom Participant worked with on behalf of SG or about which Participant received confidential information during his or her Employment. Participant shall also not solicit or provide services of a type offered by SG to any prospective customer, partner, vendor, or distributor to whom SG made a proposal within the last 12 months prior to the Termination Date in which the Participant participated or about which the Participant received confidential information. Participant further agrees not to solicit or attempt to induce any partner, customer, vendor or distributor of SG to curtail or cancel any business with SG. Participant acknowledges and agrees that the restrictions contained in this subsection 14(c) are reasonable and necessary to protect SG’s legitimate interests in its customer, partner, vendor, and distributor relationships, goodwill, and confidential information. (d) Participant hereby agrees that, during his or her Employment and for twelve months after Participant’s Termination Date, upon the earlier of Participant (i) negotiating with any Competitor (as defined below) concerning possible employment with the Competitor, (ii) responding to (other than for the purpose of declining) an offer of employment from a Competitor, or (iii) becoming employed by a Competitor, (A) Participant will provide copies of this Agreement to the Competitor, and (B) in the case of any circumstance described in (i), (ii), or (iii) above occurring during Participant’s Employment or during the twelve months after Participant’s Termination Date, Participant will promptly provide notice to the Company of such circumstances. Participant further agrees that the Company may provide notice to a Competitor of Participant’s obligations under this Agreement. For purposes of this Agreement, “Competitor” shall mean any person or entity (other than SG) that engages, directly or indirectly, in the United States or anywhere else SG does business in any Competing Business.

Noncompetition; Non-solicitation. (a) Participant Executive acknowledges the highly competitive nature of the Company’s business of SG and that Participant’s access to SGthe Company’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant Executive special and unique within SGthe Company’s industryindustries. Participant hereby In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during his or her Employment, the Term (including any extensions thereof) and during the Covered Time (as defined belowin Section 5.1(e)), ParticipantExecutive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 145, “Competing Business” shall mean any business or operations operations: (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, operation or management (as the case may be) of (I1) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II2) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); , (III3) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); , (IV4) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V5) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI6) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII7) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) 8) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, social gaming, interactive and electronic) and related products and services; (IX9) slot accounting, casino management, casino marketing, player tracking, lottery, video lottery, bingo or similar gaming- gaming or casino-related systems and related peripheral hardware, software and services; (X10) prepaid cellular or other phone cards; or (XI11) ancillary products (including equipment, hardware, software, marketing materials, chairs and signage) or services (including field service, maintenance and support) related to any of the foregoing under sub-clauses (I1) through (X10) above; or (B) in which SG the Company is then or was within the previous 12 months engaged, or in which SGthe Company, to ParticipantExecutive’s knowledge, contemplates to engage in during Participant’s Employment the Term or the Covered Time, ; (ii) in which Participant is or Executive was engaged or involved (whether in a an executive or supervisory capacity or otherwise) on behalf of SG the Company or with respect to which Participant Executive has obtained proprietary or confidential information, ; and (iii) which is or was, to Participant’s knowledge, conducted or contemplated to be were conducted anywhere in the United States or in any other geographic area where SG does in which such business during Participant’s Employment was conducted or contemplated to be conducted by the Covered TimeCompany. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.