EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 13th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
BACKGROUNDConsulting Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Georgia
AUTOTOTE CORPORATION $110,000,000 10 7/8% Series B Senior Notes due 2004 FIRST SUPPLEMENTAL INDENTURE Dated as of August 5, 2000First Supplemental Indenture • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
BY AND AMONGMerger Agreement • May 26th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
as IssuerIndenture • December 30th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
Warrant to Purchase 250,000 shares of Class A Common Stock, par value $.01 per share of AUTOTOTE CORPORATIONWarrant Agreement • May 15th, 2001 • Scientific Games Corp • Services-computer integrated systems design • New York
Exhibit 10.25 SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT") is dated as of October 6, 2000 and entered into by and among Autotote Corporation, a Delaware corporation ("COMPANY"), each of THE UNDERSIGNED...Security Agreement • February 15th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation • New York
AUTOTOTE CORPORATION Exhibit 10.27 -------------------------------------------- ------------------------------------ Change in Control Agreement for _______________Change in Control Agreement • June 15th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of August 14, 2000 by and amongRegistration Rights Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 2Registration Rights Agreement • August 11th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.37 WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT This Waiver and Third Amendment is dated as of December 31, 1998 (this "Amendment") and is made by and among Autotote Corporation, a Delaware corporation ("Autotote"), Heller Financial,...Credit Agreement • January 27th, 1999 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Illinois
LOAN AGREEMENT betweenLoan Agreement • November 26th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 20th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.36 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of November 6, 1995 between AUTOTOTE CORPORATION, a Delaware corporation (the "Company"), and HARTFORD STOCK FUND and HARTFORD ADVISERS FUND (together, the "Funds")....Registration Rights Agreement • January 29th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 3Credit Agreement • August 11th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers)
345,000,000 AUTOTOTE CORPORATION AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 15th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 99.9 WARRANT AGREEMENT WARRANT AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of January 26, 1996, among Autotote Corporation, a corporation incorporated under the laws of the State of Delaware...Warrant Agreement • September 12th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT This Agreement is made and entered into as of ___ day of _____________, 2000, by and between SCIENTIFIC GAMES INC., a Delaware corporation (hereinafter called the "Company"), and ____________________________...Employment Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Georgia
FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEETrust Indenture • December 27th, 2000 • Autotote Corp • Services-miscellaneous amusement & recreation
Exhibit 4.1 ______________________________________________________________________________ SCIENTIFIC GAMES CORPORATION (formerly known as AUTOTOTE CORPORATION) 12 1/2% Senior Subordinated Notes due 2010 THIRD SUPPLEMENTAL INDENTURE Dated as of...Third Supplemental Indenture • December 28th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
AGREEMENT OF PURCHASE AND SALEPurchase Agreement • February 20th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
Warrants: Equity call warrants on the terms hereof, each giving the holder the right to purchase one Share at the Strike Price, subject to the Settlement Terms set forth below. For the purposes of the Equity Definitions, each reference to a Warrant...Warrant Agreement • December 30th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
W I T N E S S E T H : - - - - - - - - - -Credit Agreement • March 12th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.31 AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED AND OUTSTANDING SHARE CAPITAL OF AUTOTOTE NEDERLAND B.V.Sale and Purchase Agreement • September 14th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers)
LEASE AGREEMENT --------------- THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 19th day of January, 1996, by and between FUSCO PROPERTIES, L.P. (the "Landlord") and AUTOTOTE SYSTEMS, INC. (the "Tenant"). W I T N E S S E T H:...Lease Agreement • February 20th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 30th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
AUTOTOTE CORPORATIONFirst Supplemental Indenture • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of January 10, 2018 between SCIENTIFIC GAMES CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • January 10th, 2018 • Scientific Games Corp • Services-computer integrated systems design • Nevada
The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a legend incorporating the Rights Agreement by reference, and notice of such legend will be furnished to holders of book-entry shares. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock (or book entry shares of Common Stock) outstanding as of the Record Date, even without such legend or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or registered in book-entry form. As soon as practicable following the Distribution Date, separate certifica
Exhibit 10.19 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is entered into as of the 1st of September, 2000, by and between A. Lorne Weil ("Executive") and Autotote Corporation, a Delaware corporation (the "Company")....Employment Agreement • January 29th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation
AGREEMENT FEBRUARY 19, 1998Distribution Agreement • June 15th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers)
CONSENT AGREEMENT ----------------- CONSENT AGREEMENT (this "Agreement"), dated as of September 11, 1995, among AUTOTOTE CORPORATION ("Holdings"), AUTOTOTE SYSTEMS, INC. (the "Borrower"), the lenders party to the Credit Agreement referred to below...Consent Agreement • September 18th, 1995 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
MAFCO HOLDINGS INC. 35 East 62nd Street, New York, New York 10021 October 10, 2003 Scientific Games Corporation 750 Lexington Avenue, 25th Floor New York, New York 10022 Attention: Mr. Lorne A. Weil Ladies and Gentlemen: Reference is made to that...Stock Purchase Agreement • November 26th, 2003 • Scientific Games Corp • Services-computer integrated systems design
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • May 15th, 2001 • Scientific Games Corp • Services-computer integrated systems design • New York
ARTICLE I. THE PURCHASEStock Purchase Agreement • November 26th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
Exhibit 10.29 GENERAL AGREEMENT -----------------General Agreement • June 15th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers)
