RIGHTS AGREEMENT dated as of June 19, 2017 between SCIENTIFIC GAMES CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • June 19th, 2017 • Scientific Games Corp • Services-computer integrated systems design • Delaware
5% or more of the outstanding shares of Common Stock of the Company, (ii) is not a legal resident of or organized under the laws of the United States of America, (iii) does not deliver to the Company a consent to Delaware jurisdiction in the form attached to the Rights Agreement and (iv) does not (A) hold all of its Common Stock (subject to certain exceptions set forth in the Rights Agreement) as a registered holder in certificated form directly through the Company’s transfer agent.
