INDEMNITY AGREEMENTIndemnity Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
20,000,000 Units Acies Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2020 • Acies Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 22, 2020, is entered into by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Acies Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
Acies Acquisition Corp. 1219 Morningside Drive, Suite 110 Manhattan Beach, CA 90266Letter Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Oppenheimer & Co. Inc., as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 p
SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2021 • Acies Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 1, 2021, by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
Acies Acquisition Corp. 1219 Morningside Drive, Suite 110 Manhattan Beach, CA 90266Securities Subscription Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 4, 2020 by and between Acies Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PLAYSTUDIOS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2021 • PLAYSTUDIOS, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement, dated [_______], 202[_], is made between PLAYSTUDIOS, Inc., a Delaware corporation (the “Company”), and [______________] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2020, is made and entered into by and among Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 25th, 2021 • PLAYSTUDIOS, Inc. • Services-prepackaged software • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of June 24, 2021 by and among PLAYSTUDIOS, INC., a Delaware corporation (“Holdings”), PLAYSTUDIOS US LLC, a Delaware limited liability company (the “Borrower”), any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Holdings and the Borrower, each a “Grantor”, and collectively, the “Grantors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • PLAYSTUDIOS, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2021, is made and entered into by and among PLAYSTUDIOS, Inc., a Delaware corporation (the “Company”) (formerly known as Acies Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), certain equityholders of PlayStudios Inc., a Delaware corporation (“PlayStudios”), set forth in Schedule 1 hereto (such equityholders, the “PlayStudios Holders”), Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 22, 2020 by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT ACIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • October 21st, 2020 • Acies Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2020 • Acies Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT ACIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 22, 2020Warrant Agreement • February 16th, 2021 • Acies Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 2020, is by and between Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR AGREEMENTSponsor Agreement • February 2nd, 2021 • Acies Acquisition Corp. • Blank checks • New York
This Agreement (this “Agreement”), dated as of February 1, 2021, is entered into by and among Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”), Acies Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acies”) and PlayStudios, Inc. (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 2nd, 2021 • Acies Acquisition Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of February 2, 2021, by and among the Person named on the signature page hereto (the “Stockholder”), Acies Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of its domestication to the State of Delaware, “Acies”), and PlayStudios, Inc., a Delaware corporation (together with its successors, the “Company”). For purposes of this Agreement, Acies the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
THIRD AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Third Amendment (“Amendment”), entered into as of June 18, 2014, is between MGM Resorts International, a Delaware corporation (“MGM”), and PLAYSTUDIOS, Inc. (f/k/a incuBET, Inc.), a Delaware corporation (“PLAYSTUDIOS”) (formerly myVEGAS.com, LLC, a Nevada limited liability company), and amends in part the Marketing Agreement dated April 13, 2011 between MGM and PLAYSTUDIOS, as amended by that certain Letter Agreement dated July 13, 2011 and that certain Corrective Amendment to Marketing Agreement dated as of July 20, 2011 (the “Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 13th, 2022 • PLAYSTUDIOS, Inc. • Services-prepackaged software • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of the 7th day of October, 2022, by and among PLAYSTUDIOS US, LLC, a Delaware limited liability company (“Buyer”), Brainium Studios LLC, an Oregon limited liability company (the “Company”), Farhad Shakiba and Jake Brownson (each, a “Seller Member” and together, the “Seller Members”), and Farhad Shakiba, in his capacity as the Sellers’ Representative, as described in Section 6.07 (the “Sellers’ Representative”). The Company and the Seller Members are sometimes referred to herein individually as a “Seller Party” and collectively as the “Seller Parties.” Buyer and the Seller Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Fourth Amendment (“Amendment”), entered into as of May 1, 2015, is between MGM Resorts International, a Delaware corporation (“MGM”), and PLAYSTUDIOS, Inc. (f/k/a incuBET, Inc.), a Delaware corporation (“PLAYSTUDIOS”) (formerly myVEGAS.com, LLC, a Nevada limited liability company), and amends in part the Marketing Agreement dated April 13, 2011 between MGM and PLAYSTUDIOS, as amended by that certain Letter Agreement dated July 13, 2011, that certain Corrective Amendment to Marketing Agreement dated as of July 20, 2011, and that certain Third Amendment to Marketing Agreement dated June 18, 2014 (the “Agreement”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 18th, 2022 • PLAYSTUDIOS, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 13, 2022 (this “Amendment”), is by and among PLAYSTUDIOS, INC., a Delaware corporation (“Holdings”), PLAYSTUDIOS US LLC, a Delaware limited liability company, as the Borrower (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement (as defined below) shall have the same meanings herein as in the Amended Credit Agreement (as defined below).
CORRECTIVE AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Corrective Amendment (“Amendment”), entered into on July 20, 2011, is between MGM Resorts International, a Delaware corporation (“MGM”), and incuBET, Inc., a Delaware corporation (“incuBET”) (formerly myVEGAS.com, LLC, a Nevada limited liability company), and amends in part the Marketing Agreement dated April 13, 2011 between MGM and incuBET, as amended (the “Agreement”).
ACIES ACQUISITION CORP.Acies Acquisition Corp. • February 16th, 2021 • Blank checks • New York
This letter agreement by and between Acies Acquisition Corp. (the “Company”) and Acies Acquisition LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249297) (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Acies Acquisition Corp. (the “Company”) is declared effective (the “Effective Date”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1219
Andrew Pascal c/o PLAYSTUDIOS, Inc. 10150 Covington Cross Drive Las Vegas, NV 89144 Re: Acies Interest Forfeiture Ladies and Gentlemen:Merger Agreement • March 26th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, and entered into by and among PlayStudios, Inc., a Delaware corporation (the “Company”), Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”), Catalyst Merger Sub I, Inc., a Delaware corporation, and Catalyst Merger Sub II, LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement or the Amended and Restated Limited Liability Company Operating Agreement of Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”), dated October 27, 2020 (the “LLCA”), among the Company and the members named therein, as applicable.
FIFTH AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
and amends in part the Marketing Agreement dated April 13, 2011 between MGM and PLAYSTUDIOS, as amended by that certain Letter Agreement dated July 13, 2011, that certain Corrective Amendment to Marketing Agreement dated as of July 20, 2011, that certain Third Amendment to Marketing Agreement dated June 18, 2014, and that certain Fourth Amendment to Marketing Agreement dated May 1, 2015 (the “Agreement”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • June 12th, 2024 • PLAYSTUDIOS, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 7, 2024 (this “Amendment”), is by and among PLAYSTUDIOS, INC., a Delaware corporation (“Holdings”), PLAYSTUDIOS US, LLC, a Delaware limited liability company, as the Borrower (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement (as defined below) shall have the same meanings herein as in the Amended Credit Agreement (as defined below).
AGREEMENTAgreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Agreement ("Agreement") is entered into on July 13, 2011 ("Effective Date") between MGM Resorts International, a Delaware corporation ("MGM"), myVEGAS.com, LLC, a Nevada limited liability company ("myVEGAS"), and incuBET, Inc., a Delaware corporation (“incuBET”).
Performance Stock Unit Grant AgreementPerformance Stock Unit Grant Agreement • March 12th, 2024 • PLAYSTUDIOS, Inc. • Services-prepackaged software • Delaware
This Performance Stock Unit Grant Agreement is made and entered into by and between PLAYSTUDIOS, Inc. (the “Company”) and the Participant effective as of the date set forth above.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 18th, 2023 • PLAYSTUDIOS, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of August 16, 2023 (this “Amendment”), is by and among PLAYSTUDIOS, INC., a Delaware corporation (“Holdings”), PLAYSTUDIOS US, LLC, a Delaware limited liability company, as the Borrower (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement (as defined below) shall have the same meanings herein as in the Amended Credit Agreement (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 8th, 2024 • PLAYSTUDIOS, Inc. • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2024, by and among PLAYSTUDIOS US, LLC., a limited liability company registered in the State of Delaware, USA (“Parent Purchaser”), PLAYSTUDIOS International Israel Ltd., a corporation organized under the laws of the State of Israel (“Subsidiary Purchaser” and together with Parent Purchaser, the “Purchasers” and each a “Purchaser”), Pixode Games Limited, a company incorporated and registered in England and Wales (“Seller”), and Apliko Limited, a company incorporated and registered in England and Wales, solely in its capacity as Seller’s Agent (as defined in Section 8.1 below).
JOINDER AGREEMENTJoinder Agreement • August 18th, 2023 • PLAYSTUDIOS, Inc. • Services-prepackaged software
THIS JOINDER AGREEMENT (this “Agreement”), dated as of August 16, 2023, is entered into between BRAINIUM STUDIOS, LLC, an Oregon limited liability company (the “New Subsidiary”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of June 24, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of May 13, 2022, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of August 9, 2022, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of August 16, 2023 and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) among PLAYSTUDIOS, INC., a Delaware corporation, as Holdings, PLAYSTUDIOS US LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent. All capitalized terms used herei
PLAYSTUDIOS, INC. (For Employees)Equity Incentive Plan Restricted Stock Unit Grant Agreement • November 12th, 2021 • PLAYSTUDIOS, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Unit Grant Agreement is made and entered into by and between PLAYSTUDIOS, Inc. (the “Company”) and the Participant effective as of Acceptance by the Participant.
MARKETING AGREEMENTMarketing Agreement • March 26th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Marketing Agreement (“Agreement”) is entered into on April 13, 2011 (“Effective Date”) between MGM Resorts International, a Delaware corporation (“MGM”), and myVEGAS LLC, a Nevada limited liability company (“myVEGAS”).
SEVENTH AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 10th, 2021 • Acies Acquisition Corp. • Services-prepackaged software
This Seventh Amendment (“Amendment”), entered into as of October 30, 2020 (“Effective Date”), is between MGM Resorts International, a Delaware corporation (“MGM”), and PLAYSTUDIOS, Inc. (f/k/a incuBET, Inc.), a Delaware corporation (“PLAYSTUDIOS”) (formerly myVEGAS.com, LLC, a Nevada limited liability company), and amends in part the Marketing Agreement dated April 13, 2011 between MGM and PLAYSTUDIOS, as amended by (i) that certain Letter Agreement dated July 13, 2011, (ii) that certain Corrective Amendment to Marketing Agreement dated as of July 20, 2011, (iii) that certain Third Amendment dated June 18, 2014, (iv) that certain Fourth Amendment dated May 1, 2015, (v) that certain Letter Agreement dated October 9, 2015, (vi) that certain Fifth Amendment dated January 4, 2016; and (vii) that certain Sixth Amendment dated December 4, 2019 (the “Agreement”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONPLAYSTUDIOS, Inc. • September 16th, 2024 • Services-prepackaged software
On July 1, 2024, PLAYSTUDIOS, Inc., a Delaware corporate (“MYPS”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and between MYPS and its wholly-owned subsidiary, PLAYSTUDIOS International Israel Limited and Pixode Games Limited, a United Kingdom company (“Pixode”).
ACIES ACQUISITION CORP.Acies Acquisition Corp. • October 5th, 2020 • Blank checks • New York
