•] SHARES PLAYTIKA HOLDING CORP. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
INDENTURE Dated as of March 11, 2021 Among PLAYTIKA HOLDING CORP. THE SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.250% SENIOR NOTES DUE 2029Indenture • March 11th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
This Indenture, dated as of March 11, 2021, is by and among Playtika Holding Corp., a Delaware corporation (collectively with successors and assigns, the “Company”), the Subsidiary Guarantors party hereto and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), paying agent and registrar.
CREDIT AGREEMENT Dated as of December 10, 2019, among PLAYTIKA HOLDING CORP., as the Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS BANK USA and UBS...Credit Agreement • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of December 10, 2019 (this “Agreement”), among PLAYTIKA HOLDING CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2024 • Playtika Holding Corp. • Services-computer processing & data preparation
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this June 9, 2024 (the “Effective Date”), by and between Playtika Ltd. registration number , whose principal place of business is located at 8 Hachoshlim St., Herzliya, Israel (the “Company”), and Ariel Sandler (I.D. No. ) (the “Employee”).
PLAYTIKA HOLDING CORP. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, ________ by and between Playtika Holding Corp., a Delaware corporation (the “Company”) , and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”).
PLAYTIKA HOLDING CORP. RETENTION PLAN RETENTION AWARD AGREEMENTRetention Award Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Retention Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ______________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
PLAYTIKA HOLDING CORP. RETENTION PLAN APPRECIATION UNIT AWARD AGREEMENTAppreciation Unit Award Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Appreciation Unit Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ______________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
TENDER AGREEMENTTender Agreement • August 29th, 2022 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
TENDER AGREEMENT, dated as of August 26, 2022 (this “Agreement”), by and among Playtika Holding Corp., a Delaware corporation (the “Company”), Playtika Holding UK II Limited, a company organized under the laws of England and Wales (“PHUK II”), Hazlet Global Limited, a company organized under the laws of the British Virgin Islands (together with PHUK II, each, a “Holder”, and collectively, the “Holders”), Alpha Frontier Limited, an exempted company organized under the laws of the Cayman Islands (“Alpha”), Shanghai Cibi Business Information Consultancy Co., Limited, a company organized under the laws of the People’s Republic of China (“Shanghai Cibi”), Shanghai Jukun Network Technology Company Limited, a company organized under the laws of the People’s Republic of China (“Shanghai Jukun”), Giant Network Group Company Limited, a company organized under the laws of the People’s Republic of China (“Giant Network”), Giant Investment Company Limited, a company organized under the laws of the
Amendment to Employment Agreement (“Amendment”) By and Between Playtika Ltd. (“Company”) And Ofer Kinberg (“Employee”)Employment Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation
SHARE SALE AND PURCHASE AGREEMENT by and between SELLERS and PLAYTIKA UK-HOUSE OF FUN LIMITED regarding all shares and option rights in Reworks OyShare Sale and Purchase Agreement • September 2nd, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation
AMENDMENT TO PLAYTIKA HOLDING CORP. 2021-2024 RETENTION PLAN APPRECIATION UNIT AWARD AGREEMENTSAppreciation Unit Award Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation
This AMENDMENT TO PLAYTIKA HOLDING CORP. 2021-2024 RETENTION PLAN APPRECIATION UNIT AWARD AGREEMENTS (this “Amendment”) is made and entered into effective as of October 8, 2020, by and between Playtika Holding Corp. (the “Company”) and Robert Antokol (“Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 23, 2019 and is entered into by and among PLAYTIKA HOLDING CORP., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) party hereto constituting the Required Lenders (as defined in the Credit Agreement), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (together with its successors and assigns, the “Agent”).
PLAYTIKA HOLDING CORP. STOCKHOLDERS AGREEMENTStockholders Agreement • July 11th, 2022 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of July 11, 2022, by and between (i) Playtika Holding Corp., a Delaware corporation (the “Company”), and (ii) Joffre Palace Holdings Limited, a company formed under the laws of the Cayman Islands (“JPHL” and, together with any of its Affiliates that beneficially (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) own shares of Common Stock from time to time, the “Joffre Stockholders”).
EMPLOYMENT AGREEMENT Duly executed at the Company’s offices, on December 20, 2011 BY AND BETWEEN Playtika Ltd. (the “Company”)Employment Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation
WHEREAS the Company wishes to employ the Employee in the Company, according to the terms and conditions set forth in this Employment Agreement below; and
PLAYTIKA HOLDING CORP. RETENTION PLAN RETENTION AWARD AGREEMENTRetention Award Agreement • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Retention Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ______________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
INCREMENTAL ASSUMPTION AGREEMENT NO. 3 AND SECOND AMENDMENT TO CREDIT AGREEMENTIncremental Assumption Agreement and Second Amendment to Credit Agreement • March 11th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of December 10, 2019 (as amended, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”), among PLAYTIKA HOLDING CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties.
PLAYTIKA HOLDING CORP. RETENTION PLAN APPRECIATION UNIT AWARD AGREEMENTAppreciation Unit Award Agreement • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Appreciation Unit Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ____________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 7th, 2024 • Playtika Holding Corp. • Services-computer processing & data preparation
WHEREAS, the parties hereto (and additional parties) entered into that certain Share Purchase Agreement dated September 14, 2023 (the “Share Purchase Agreement”);
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 4th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
This First Supplemental Indenture and Subsidiary Guarantee, dated as of August 26, 2021 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among Playtika ST Holding GmbH, a limited liability company incorporated under the laws of Austria, Seriously Digital Entertainment Oy, a limited liability company incorporated under the laws of Finland, Supertreat GmbH, a limited liability company incorporated under the laws of Austria, Wooga GmbH, a limited liability company incorporated under the laws of Germany and Wooga ParentCo DE GmbH, a limited liability company incorporated under the laws of Germany (collectively, the “New Guarantors” and each, a “New Guarantor”), Playtika Holding Corp. (together with its successors and assigns, the “Company”) and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee”), paying agent and registrar under such Indenture.
INCREMENTAL ASSUMPTION AGREEMENT NO. 1Incremental Assumption Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
INCREMENTAL ASSUMPTION AGREEMENT NO. 1, dated as of June 15, 2020 (this “Agreement”), by and among PLAYTIKA HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), the Subsidiary Loan Parties party hereto, the 2020 Incremental Revolving Facility Lenders (as defined below), the other Revolving Facility Lenders party hereto, the L/C Issuers party hereto and the Administrative Agent (as defined below), relating to the Credit Agreement dated as of December 10, 2019 (as modified pursuant to this Agreement and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Col
PLAYTIKA HOLDING CORP. RETENTION PLAN1 ANNEX A – THE AWARD AS PART OF THE REMUARATION FOR THE PARTICIPANT’S SPECIAL OBLIGATIONSRetention Plan • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation
AMENDMENT TO EMPLOYMENT AGREEMENT With Robert AntokolEmployment Agreement • February 28th, 2023 • Playtika Holding Corp. • Services-computer processing & data preparation
THIS AMENDMENT is entered into as of December 12, 2022 between Robert Antokol (I.D. No. 014552855) an individual residing at 12 Nachal Tsin St., Hod Hasharon, Israel (the “Employee”), and Playtika Ltd. registration number 514434133, whose principal place of business is located at 8 Hachoshlim St., Herzliya, Israel (the “Company” and the “Amendment” respectively).
SHARE PURCHASE AGREEMENT by and among Playtika Ltd., Playtika Holding Corp., SuperPlay Ltd., The Shareholders of SuperPlay Ltd. listed in Schedule I and Gigi Levy-Weiss, as the Representative Dated as of September 18, 2024Share Purchase Agreement • September 20th, 2024 • Playtika Holding Corp. • Services-computer processing & data preparation
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 18, 2024 by and among Playtika Ltd., a company organized under the laws of the State of Israel (“Buyer”), Playtika Holding Corp., a company organized under the laws of the State of Delaware (“Buyer Parent”), SuperPlay Ltd., a company organized under the laws of the State of Israel (the “Company”), the shareholders of the Company listed in Schedule I attached hereto (the “Sellers”), and Gigi Levy-Weiss, solely in his capacity as representative of the Company Securityholders (the “Representative”). Each capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed to such term in ARTICLE I hereof.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of June 19, 2023 (this “Amendment”), by and between PLAYTIKA HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), and the Administrative Agent (as defined below), relating to that certain Credit Agreement, dated as of December 10, 2019 (as modified by that certain Incremental Assumption Agreement No. 1, dated as of June 15, 2020, as amended by that certain First Amendment to Credit Agreement, dated as of October 23, 2020, as modified by that certain Incremental Assumption Agreement No. 2, dated as of January 15, 2021 and as amended and modified by that certain Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement, dated as of March 11, 2021, the “Existing Credit Agreement,” and as so amended by this Amendment, and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to ti
LETTER OF RESIGNATIONLetter of Resignation • December 5th, 2022 • Playtika Holding Corp. • Services-computer processing & data preparation
Reference is hereby made to that certain Stock Purchase Agreement dated as of June 27, 2022, by and between Playtika Holding UK II Limited (the “Seller”) and Joffre Palace Holdings Limited (“Joffre” and, together with any of its affiliates, the “Joffre Stockholders”) as amended on August , 2022 (as so amended, the “SPA”) and to the Stockholders Agreement dated as of July 11, 2022 between Joffre and the Company (the “SHA”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the SPA.
AMENDMENT NO. 1 TO EQUITY PLAN STOCKHOLDERS AGREEMENTEquity Plan Stockholders Agreement • January 20th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
THIS AMENDMENT NO. 1 TO EQUITY PLAN STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of January 20, 2021, is made to amend that certain Equity Plan Shareholders Agreement, dated as of June 26, 2020 (the “Original Agreement” and, as amended by this Agreement, the “Agreement”) and is entered into by and between PLAYTIKA HOLDING CORP., a Delaware corporation (the “Company”), Giant Network Group Co., Ltd., Playtika Holding UK II Limited, Playtika Holding UK Limited, Alpha Frontier Limited, Chongqing Cibi, Giant Investment Co., Ltd. (together with Chongqing Cibi, the “Y.Shi Affiliated Entities”), Hazlet Global Limited, Equal Sino Limited (together with Hazlet Global Limited, the “J.Shi Affiliated Entities”) and each Person identified on Schedule A to the Original Agreement and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each, individually, a “Original Stockholder” and, collectively, the “Original Stockholders”), and the entities listed on Sch
PLAYTIKA HOLDING CORP. EQUITY PLAN STOCKHOLDERS AGREEMENTEquity Plan Stockholders Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
THIS EQUITY PLAN STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of June 26, 2020, by and between PLAYTIKA HOLDING CORP., a Delaware corporation (the “Company”), Giant Network Group Co., Ltd., Playtika Holding UK II Limited, Playtika Holding UK Limited, Alpha Frontier Limited, Chongqing Cibi, Giant Investment Co., Ltd. (together with Chongqing Cibi, the “Y.Shi Affiliated Entities”), Hazlet Global Limited, Equal Sino Limited (together with Hazlet Global Limited, the “J.Shi Affiliated Entities”) and each Person identified on Schedule A hereto and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each, individually, a “Stockholder” and, collectively, the “Stockholders”).
INCREMENTAL ASSUMPTION AGREEMENT NO. 2Incremental Assumption Agreement • January 20th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
INCREMENTAL ASSUMPTION AGREEMENT NO. 2, dated as of January 15, 2021 (this “Agreement”), by and among PLAYTIKA HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), the Subsidiary Loan Parties party hereto, the 2021 Incremental Revolving Facility Lenders (as defined below), the L/C Issuers party hereto and the Administrative Agent (as defined below), relating to the Credit Agreement dated as of December 10, 2019 (as modified by that certain Incremental Assumption Agreement No. 1, dated as of June 15, 2020, as amended by that certain First Amendment to Credit Agreement, dated as of October 23, 2020, as modified by this Agreement and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Admi
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 7th, 2021 • Playtika Holding Corp. • Services-computer processing & data preparation • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 23, 2020 (this “Amendment”), by and among PLAYTIKA HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), the Subsidiary Loan Parties party hereto, the Lenders party hereto and the Administrative Agent (as defined below), relating to the Credit Agreement dated as of December 10, 2019 (as modified pursuant to that certain Incremental Assumption Agreement No. 1, dated as of June 15, 2020 and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by this Amendment, and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors and
PLAYTIKA HOLDING CORP.Appreciation Unit Award Agreement • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Appreciation Unit Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ____________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. 2021-2024 Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
AMENDMENT TO PLAYTIKA HOLDING CORP.Retention Plan Agreements • October 16th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation
This AMENDMENT TO PLAYTIKA HOLDING CORP. 2021-2024 RETENTION PLAN AGREEMENTS (this “Amendment”) is made and entered into effective as of June 26, 2020, by and between Playtika Holding Corp. (the “Company”) and U.S. Executives (“Executive”).
SHARE PURCHASE AGREEMENT by and among PLAYTIKA LTD. (as the Purchaser) G.S INNPLAY LABS LTD. (as the Company) THE SHAREHOLDERS OF THE COMPANY (as Sellers) and FORTIS ADVISORS LLC (as Sellers’ Representative) Dated as of September 14, 2023Share Purchase Agreement • September 15th, 2023 • Playtika Holding Corp. • Services-computer processing & data preparation
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2023, is entered into by and among Playtika Ltd., a company organized under the laws of Israel (“Purchaser”), G.S InnplayLabs Ltd., a company organized under the laws of Israel (the “Company”), the shareholders of the Company listed on Exhibit A attached hereto (each, a “Seller” and collectively, the “Sellers”) and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (the “Sellers’ Representative”).
PLAYTIKA HOLDING CORP. RETENTION AWARD AGREEMENTRetention Award Agreement • December 18th, 2020 • Playtika Holding Corp. • Services-computer processing & data preparation • Delaware
This Retention Award Agreement (the “Agreement”), dated as of ______ __, ____ (the “Grant Date”), is made by and between Playtika Holding Corp. (the “Company”) and ______________ (“you” or the “Participant”). This Agreement is made under the terms of the Playtika Holding Corp. 2021-2024 Retention Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
