●] Shares PlayAGS, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
4,000,000 Shares PlayAGS, Inc. Secondary Offering of Common Stock (Shelf) UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2019 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
4,250,000 Shares PlayAGS, Inc. Secondary Offering of Common Stock (Non-shelf) UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of February 15, 2022First Lien Credit Agreement • February 15th, 2022 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of February 15, 2022 (this “Agreement”), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 4Incremental Assumption and Amendment Agreement • May 1st, 2020 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of October 5, 2018 (this “Agreement”), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
8,208,076 Shares PlayAGS, Inc. Secondary Offering of Common Stock (Shelf) UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2022 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
ContractNonqualified Stock Option Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of July 17, 2015, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
INCREMENTAL ASSUMPTION AGREEMENT Dated as of December 6, 2017 among AP GAMING HOLDINGS, LLC, as Holdings, AP GAMING I, LLC, as Borrower, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
FIRST LIEN CREDIT AGREEMENT, dated as of June 6, 2017 (this “Agreement”), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
HOLDINGS GUARANTEE AND PLEDGE AGREEMENT dated and effective as of June 6, 2017 between AP GAMING HOLDINGS, LLC, as Holdings and JEFFERIES FINANCE LLC, as AgentHoldings Guarantee and Pledge Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of June 6, 2017, is between AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
COLLATERAL AGREEMENT dated and effective as of June 6, 2017 among AP GAMING I, LLC, each Subsidiary Party party hereto and JEFFERIES FINANCE LLC, as Collateral AgentCollateral Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
COLLATERAL AGREEMENT dated and effective as of June 6, 2017 (this “Agreement”), among AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and JEFFERIES FINANCE LLC, as Collateral Agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).
Employment AgreementEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 1st, 2015 (the “Effective Date”) by and between AGS, LLC, a Delaware limited liability company (the “Company”), and Sigmund Lee (“Executive”).
PLAYAGS, INC. Omnibus Incentive Plan NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • November 8th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [____], 2018 (the “Date of Grant”), by and between PlayAGS, Inc., a Nevada corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the PlayAGS, Inc. Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
DATED AS OF JANUARY 29, 2018Securityholders Agreement • March 5th, 2019 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of January 29, 2018 (this “Agreement”), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the “Apollo Holder”), AP GAMING VOTECO, LLC, a Delaware limited liability company (“VoteCo”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein, and PLAYAGS, INC., a Nevada corporation, and formerly known as AP Gaming Holdco, Inc. (the “Company”), amends and restates in its entirety the Securityholders Agreement, dated as of April 28, 2014 (the “Original Agreement”), by and among the Apollo Holder, VoteCo, the Company and the other Holders thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 28, 2014 by and between AP Gaming Holdco, Inc., a Delaware corporation (“Parent”), and David Lopez (the “Executive”).
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of April 28, 2014, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).Non-Qualified Stock Option Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
WHEREAS, as of the date hereof the Optionee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of the date hereof, pursuant to which the Optionee became a party to the Securityholders Agreement; and
NON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE AGREEMENTNon-Disclosure, Non-Solicitation and Covenant Not to Compete Agreement • December 19th, 2013 • AP Gaming Holdco, Inc. • Nevada
THIS NON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE AGREEMENT (“Agreement”) is entered into on the day of October, 2010, by and between AGS LLC a Delaware Corporation (“Company”), and Curt Mayer (“Employee”).
RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of April 28, 2014, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Grantee set forth on the signature page to this Agreement (the “Grantee”).Restricted Stock Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
WHEREAS, as of the date hereof the Grantee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of April 28, 2014, pursuant to which the Grantee became a party to the Securityholders Agreement; and
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This SUBSIDIARY GUARANTEE dated and effective as of June 6, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).
FIRST AMENDMENT TO JULY 1, 2015 EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
FIRST AMENDMENT TO THE JULY 1, 2015 EMPLOYMENT AGREEMENT (this “First Amendment”}, dated as of January 14, 2016, by and between AGS, LLC (the “Company”), a Delaware limited liability company with a place of business located at 5475 S. Decatur Blvd, Las Vegas, Nevada 89118 (“AGS”) and Mr. Sigmund Lee (“Executive”).
STOCK PURCHASE AGREEMENT Dated as of March 30, 2015 by and amongStock Purchase Agreement • April 1st, 2015 • AP Gaming Holdco, Inc. • Miscellaneous manufacturing industries • New York
This Stock Purchase Agreement, dated March 30, 2015, (as amended or otherwise modified in accordance with the terms hereof, this “Agreement”), by and among AGS, LLC, a Delaware limited liability company (“Purchaser”), Amaya Inc., a corporation organized under the laws of Quebec (“Seller”), and Cadillac Jack, Inc., a Georgia corporation (the “Company”).
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [ ], between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Investor set forth on the signature page to this Agreement (the “Investor”).Subscription Agreement • May 5th, 2014 • AP Gaming Holdco, Inc. • Miscellaneous manufacturing industries • Delaware
WHEREAS, the Investor desires to acquire certain shares of Common Stock (as defined in the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “Plan”));
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 23, 2015 (the “Effective Date”) by and between AGS, LLC, a Delaware limited liability company (the “Company”), and Nicholas Paul Kimokeo Akiona (“Executive”).
ContractNonqualified Stock Option Agreement • March 10th, 2017 • AP Gaming Holdco, Inc. • Miscellaneous manufacturing industries • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of March 11, 2015, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
PLAYAGS, INC. Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 8th, 2018 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [____], 2018 (the “Date of Grant”), by and between PlayAGS, Inc., a Nevada corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the PlayAGS, Inc. Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
CREDIT AGREEMENT dated as of August 15, 2012 among AGS LLC, as Borrower, AGS CAPITAL, LLC, AGS PARTNERS, LLC, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as Arranger, Bookmanager and...Credit Agreement • December 19th, 2013 • AP Gaming Holdco, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of August 15, 2012, among AGS LLC, a Delaware limited liability company (“Borrower”), AGS Capital, LLC, a Delaware limited liability company (“AGS Capital”), AGS Partners, LLC, a Delaware limited liability company (“AGS Partners”), the other Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”) and as syndication agent (in such capacity, “Syndication Agent”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2019 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT is made as of this 21st day of October, 2018, by and between AGS, LLC, a Delaware limited liability company (“AGS” or the “Company”), and Nicholas Paul Kimokeo Akiona (“Executive”). The Company desires to continue employment with Executive and the Executive accepts employment on the following terms and conditions. This Agreement supersedes and replaces any previous agreements, express or implied, between the parties concerning employment including but not limited to Employment Agreement dated February 23, 2015.
SECURITYHOLDERS AGREEMENT by and among APOLLO GAMING HOLDINGS, L.P., AP GAMING HOLDCO, INC. and the other HOLDERS that are parties hereto DATED AS OF April 28, 2014Securityholders Agreement • May 5th, 2014 • AP Gaming Holdco, Inc. • Miscellaneous manufacturing industries • Delaware
This SECURITYHOLDERS AGREEMENT dated as of April 28, 2014 (this “Agreement”), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”), AP Gaming VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (with the Partnership and VoteCo, the “Holders”), and AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”).
AMENDMENT AGREEMENT NO. 7Amendment Agreement No. 7 • March 6th, 2024 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This AMENDMENT AGREEMENT NO. 7 (this “Agreement”), dated as of February 5, 2024, is made by and among AP Gaming Holdings, LLC, a Delaware limited liability company (“Holdings”), AP Gaming I, LLC, a Delaware limited liability company (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”) and Jefferies Finance LLC, as Administrative Agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), at the direction and on behalf of the Lenders described in Section 3(a)(i) hereof and in its capacity as the Fronting Lender (as defined below). Capitalized terms which are used in this Agreement without definition and which are defined in the Existing Credit Agreement shall have the same meanings herein as in the Existing Credit Agreement.
FORM OF STOCKHOLDERS AGREEMENT dated as of by and among PLAYAGS, INC., APOLLO GAMING HOLDINGS, L.P. and AP GAMING VOTECO, LLCShareholder Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [●], among PlayAGS, Inc., a Nevada corporation (the “Corporation”), Apollo Gaming Holdings, L.P., a Delaware limited partnership (“Holdings”, and together with any other stockholders of the Corporation who become party hereto in accordance with this Agreement, the “Stockholders”), and AP Gaming VoteCo, LLC, a Delaware limited liability company (“VoteCo”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 6, 2023 (the “Effective Date”) by and between AGS LLC (the “Company”), and David Lopez (the “Executive”), which amends and restates the Employment Agreement, dated as of April 28, 2014 (the “Original Agreement”) by and between PlayAGS, Inc. (f/k/a AP Gaming Holdco, Inc.), a Nevada corporation and parent entity of the Company (“Parent”) and the Executive.
AMENDMENT AGREEMENT NO. 5Amendment Agreement • November 4th, 2021 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This AMENDMENT AGREEMENT NO. 5 (this “Agreement”), dated as of August 4, 2021, is made by and among AP Gaming Holdings, LLC, a Delaware limited liability company (“Holdings”), AP Gaming I, LLC, a Delaware limited liability company (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”), Jefferies Finance LLC, as Administrative Agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), Swingline Lender and an Issuing Bank, and each of the Lenders and Issuing Banks party hereto. Capitalized terms which are used in this Agreement without definition and which are defined in the Existing Credit Agreement shall have the same meanings herein as in the Existing Credit Agreement.
FIRST AMENDMENT TO PHANTOM UNITS GRANTPhantom Units Grant • December 19th, 2013 • AP Gaming Holdco, Inc.
FIRST AMENDMENT TO PHANTOM UNITS GRANT (this “First Amendment”), dated as of April 1, 2013, by and between EMPLOYEE and AGS Holdings, LLC, Delaware limited liability company with a place of business located at 6680 Amelia Earhart Court, Las Vegas, NV 89119 (“AGS”).
AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • March 9th, 2023 • PlayAGS, Inc. • Miscellaneous manufacturing industries
THIS AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Amendment”) is entered into on March 6, 2023, by and between PlayAGS, Inc., a Nevada corporation (the “Company”), and Nicholas Akiona (the “Participant”), and shall be effective as of the date hereof.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2020 • PlayAGS, Inc. • Miscellaneous manufacturing industries
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on December 31, 2019, by and between AGS, LLC, a Delaware limited liability company (the “Company”), and SIGMUND LEE (“Executive”), and shall be effective as of January 1, 2020.
SUBSCRIPTION AGREEMENT BETWEEN APOLLO GAMING HOLDINGS, L.P. AND AP GAMING HOLDCO, INC.Subscription Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
STOCK SUBSCRIPTION AGREEMENT dated as of May 28, 2015 (this “Agreement”), between Apollo Gaming Holdings, L.P., a Delaware limited partnership (“Parent”), and AP Gaming Holdco, Inc., a Delaware corporation (the “Corporation”).
