REGISTRATION RIGHTS AGREEMENT BY AND AMONG SCIPLAY CORPORATION AND CERTAIN SECURITYHOLDERS DATED AS OF May 7, 2019Registration Rights Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of May 7, 2019, is made by and among:
Employment AgreementEmployment Agreement • March 1st, 2023 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This Employment Agreement (this “Agreement”) is made as of December 1, 2022 (the (“Effective Date”) by and between SciPlay Parent Company, LLC, a Nevada limited liability company (the “Company”), and James Bombassei (“Executive”).
Employment AgreementEmployment Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This Employment Agreement (this “Agreement”) is made as of May 7, 2019 by and between SciPlay Parent Company, LLC, a Nevada limited liability company (the “Company”), and Josh Wilson (“Executive”).
TAX RECEIVABLE AGREEMENT by and among SCIPLAY CORPORATION SCIPLAY PARENT COMPANY, LLC and THE MEMBERS OF SCIPLAY PARENT COMPANY, LLC FROM TIME TO TIME PARTY HERETO Dated as of May 7, 2019Tax Receivable Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 7, 2019, is hereby entered into by and among SciPlay Corporation, a Nevada corporation (the “Corporation”), SciPlay Parent Company, LLC, a Nevada limited liability company (“SciPlay Parent”), and each of the Members (as defined herein) from time to time party hereto.
Social Award AgreementSocial Award Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • New York
This Social Award Agreement (this “Agreement”) is made as of May 7, 2019 by and between SciPlay Corporation, a Nevada corporation (“SciPlay”), and Barry L. Cottle (“Executive”).
Amendment to Employment AgreementEmployment Agreement • May 11th, 2020 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made on March 24, 2020 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Barry Cottle (“Executive”).
Amendment to Employment AgreementEmployment Agreement • May 10th, 2021 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of February 23, 2021, by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Michael Winterscheidt (“Executive”).
WAIVERTax Receivable Agreement • October 23rd, 2023 • SciPlay Corp • Services-computer processing & data preparation
This Waiver (this “Waiver”), dated as of October 23, 2023, is made in respect of that certain Tax Receivable Agreement, dated as of May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), by and among SciPlay Corporation (the “Company”), SciPlay Parent Company, LLC (“SciPlay Parent”) and LNW Social Holding Company I, LLC (collectively with the Company and SciPlay Parent, the “Parties”), as successor in interest to SG Social Holding Company I, LLC and SG Social Holding Company, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.
WAIVERTax Receivable Agreement • October 23rd, 2023 • SciPlay Corp • Services-computer processing & data preparation
This Waiver (this “Waiver”), dated as of October 23, 2023, is made in respect of that certain Tax Receivable Agreement, dated as of May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), by and among SciPlay Corporation (the “Company”), SciPlay Parent Company, LLC (“SciPlay Parent”) and LNW Social Holding Company I, LLC (collectively with the Company and SciPlay Parent, the “Parties”), as successor in interest to SG Social Holding Company I, LLC and SG Social Holding Company, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.
SERVICES AGREEMENTServices Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This Services Agreement (together with all Schedules hereto, this “Agreement”) is dated as of May 7, 2019 (the “Effective Date”), by and between Scientific Games Corporation, a Nevada corporation (“SGC”), Scientific Games International, Inc., a Delaware corporation (“SGI”), and Bally Gaming, Inc., a Nevada corporation (“Bally”) (each of SGC, SGI, and Bally individually a “Provider” and, together with any other entities that join this Agreement pursuant to Section 2.1(d), the “Providers”), and SciPlay Holding Company, LLC, a Nevada limited liability company (“SciPlay” or “Recipient” and, together with Providers, the “Parties,” and each, a “Party”).
Social Award AgreementSocial Award Agreement • August 1st, 2019 • SciPlay Corp • Services-computer processing & data preparation • New York
This Social Award Agreement (this “Agreement”) is made as of May 7, 2019 by and between SciPlay Corporation, a Nevada corporation (“SciPlay”), and M. Mendel Pinson (“Pinson”).
AMENDED AND RESTATED OPERATING AGREEMENT OF SCIPLAY PARENT COMPANY, LLC a Nevada limited liability company Dated as of May 2, 2019Operating Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of May 2, 2019, is entered into by and among SciPlay Parent Company, LLC, a Nevada limited liability company (the “Company”), and its Members (as defined herein).
Amendment to Employment AgreementEmployment Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of May 7, 2019 by and between Scientific Games Corporation, a Nevada corporation (“SciGames”) and Barry L. Cottle (“Executive”).
OMNIBUS TERMINATION AGREEMENTOmnibus Termination Agreement • October 23rd, 2023 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This OMNIBUS TERMINATION AGREEMENT (this “Agreement”), dated as of October 23, 2023, is entered into by and among (i) Light & Wonder, Inc., a Nevada corporation (“Parent”), (ii) SciPlay Corporation, a Nevada corporation (the “Company”) and (iii) the Affiliates of each of Parent and the Company identified as parties to the Affiliate Agreements.
Amendment to Employment AgreementEmployment Agreement • July 23rd, 2020 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of May 18, 2020 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Michael Winterscheidt (“Executive”).
Amendment to Employment AgreementEmployment Agreement • May 11th, 2020 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of March 27, 2020 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Michael Winterscheidt (“Executive”).
Amendment to Employment AgreementEmployment Agreement • July 23rd, 2020 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made on June 30, 2020 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Barry Cottle (“Executive”).
LICENSE AGREEMENTLicense Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is made as of May 7, 2019 (the “Effective Date”) by and between Bally Gaming, Inc., a Nevada corporation (“Licensor”), and SG Social Holding Company I, LLC, a Nevada limited liability company (“Licensee”) (each of Licensor and Licensee, a “Party” and together, the “Parties”).
Employment AgreementEmployment Agreement • April 12th, 2019 • SciPlay Corp • Services-computer processing & data preparation • New York
This Employment Agreement (this “Agreement”) is made as of May 4, 2018 by and between Scientific Games Corporation, a Delaware corporation (the “Company”), and Barry Cottle (“Executive”).
Amendment to Employment AgreementEmployment Agreement • August 9th, 2021 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of April 27, 2021, by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Michael Winterscheidt (“Executive”).
Amendment to Employment AgreementEmployment Agreement • July 23rd, 2020 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of June 30, 2020 by and between Scientific Games Corporation, a Nevada corporation, (the “Company”) and Michael Winterscheidt (“Executive”).
Amendment to Employment AgreementEmployment Agreement • April 22nd, 2019 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made as of [·], 2019 by and between Scientific Games Corporation, a Nevada corporation (“SciGames”) and Barry L. Cottle (“Executive”).
WAIVERTax Receivable Agreement • October 23rd, 2023 • SciPlay Corp • Services-computer processing & data preparation
This Waiver (this “Waiver”), dated as of October 23, 2023, is made in respect of that certain Tax Receivable Agreement, dated as of May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), by and among SciPlay Corporation (the “Company”), SciPlay Parent Company, LLC (“SciPlay Parent”) and LNW Social Holding Company I, LLC (collectively with the Company and SciPlay Parent, the “Parties”), as successor in interest to SG Social Holding Company I, LLC and SG Social Holding Company, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.
SCIPLAY CORPORATION LONG-TERM INCENTIVE PLAN TERMS AND CONDITIONS OF EQUITY AWARDS TO KEY EMPLOYEESLong-Term Incentive Plan Agreement • November 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
THIS AGREEMENT, made as of the [DAY] day of [MONTH], 20[YEAR], between SCIPLAY CORPORATION (the “Company”) and [PARTICIPANT NAME] (the “Participant”).
First Amendment to the License AgreementLicense Agreement • May 10th, 2022 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This First Amendment is made as of May 6, 2022 and amends the License Agreement dated May 7, 2019 (the “Agreement”) entered into by SciPlay Games, LLC (f/k/a Phantom EFX, LLC and as successor in interest to SG Social Holding Company I, LLC) (“Licensee”) and SG Gaming, Inc. (f/k/a Bally Gaming, Inc.) (“Licensor”). Each of Licensor and Licensee may be referred to as a “Party” and together, the “Parties.”
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • May 9th, 2023 • SciPlay Corp • Services-computer processing & data preparation
In consideration of the promises contained herein, SciPlay Parent Company, LLC, 6601 Bermuda Road, Las Vegas, NV 89119 (the “Company”) and James Bombassei, (“you”), agree that:
Amendment to Employment AgreementEmployment Agreement • April 12th, 2019 • SciPlay Corp • Services-computer processing & data preparation
This Amendment to Employment Agreement (this “Amendment”) is made effective as of February 25, 2019 (“Amendment Effective Date”) by and between Scientific Games Corporation, a Nevada corporation (the “Company”) and Michael Winterscheidt (“Executive”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2019 • SciPlay Corp • Services-computer processing & data preparation • New York
Amended and Restated Employment AgreementEmployment Agreement • April 12th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
This Amended and Restated Employment Agreement (this “Agreement”) is made as of February 27, 2017 (the “Effective Date”), and amends and restates that certain Employment Agreement (the “Former Agreement”), dated as of July 11, 2016, by and between Scientific Games Corporation, a Delaware corporation (the “Company”), and Michael Winterscheidt (“Executive”).
ASSIGNMENT AGREEMENTAssignment Agreement • April 12th, 2019 • SciPlay Corp • Services-computer processing & data preparation
This Assignment Agreement is made as of [ · ] (the “Effective Date”) by and between SG Social Holding Company I, LLC, a Nevada limited liability company (“Assignor”), and SciPlay Holding Company, LLC, a Nevada limited liability company (“Assignee”).
EQUITY AWARDS TO NON-EMPLOYEE DIRECTORSEquity Award Agreement • November 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation • Nevada
WHEREAS, the Compensation Committee (the “Committee”) administers the SciPlay Corporation Long-Term Incentive Plan, as amended from time to time (the “Plan”);
AGREEMENT AND PLAN OF MERGER By and Among LIGHT & WONDER, INC., BERN MERGER SUB, INC. and SciPlay Corporation Dated as of August 8, 2023Merger Agreement • August 8th, 2023 • SciPlay Corp • Services-computer processing & data preparation • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2023 (this “Agreement”), is made by and among Light & Wonder, Inc., a Nevada corporation (“Parent”), Bern Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and SciPlay Corporation, a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
ASSIGNMENT AGREEMENTAssignment Agreement • May 8th, 2019 • SciPlay Corp • Services-computer processing & data preparation
This Assignment Agreement is made as of May 7, 2019 (the “Effective Date”) by and between SG Social Holding Company I, LLC, a Nevada limited liability company (“Assignor”), and SciPlay Holding Company, LLC, a Nevada limited liability company (“Assignee”).
PURCHASE AGREEMENT by and among SciPlay Acquisition, LLC, as the Buyer; Arif Emre Taş and Ecem Baran Taş, as the Sellers; ALİCTUS YAZILIM ANONİM ŞİRKETİ, as the Purchased Company; and Ecem Baran Taş, as the Sellers Representative Dated as of March 1, 2022Purchase Agreement • March 2nd, 2022 • SciPlay Corp • Services-computer processing & data preparation • Delaware
This PURCHASE AGREEMENT, dated as of March 1, 2022 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”), by and among SciPlay Acquisition, LLC, a Nevada limited liability company (the “Buyer”); Arif Emre Taş (“AET”), a citizen of the Republic of Turkey and Ecem Baran Taş (“EBT”), a citizen of the Republic of Turkey (AET and EBT together being, the “Sellers”); ALİCTUS YAZILIM ANONİM ŞİRKETİ, a joint stock company registered before the Ankara Trade Registry with registration number 359612 under the Laws of the Republic of Turkey whose registered address is Üniversiteler Mahallesi İhsan Doğramacı Blv. No: 19 Çankaya/Ankara (the “Purchased Company”); EBT, in her capacity as the Sellers’ representative (the “Sellers Representative”); and solely for the purpose of Section 10.17 hereto, SciPlay Games, LLC, a Nevada limited liability company (“SciPlay Games”).
