ContractNonqualified Stock Option Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of July 17, 2015, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
INCREMENTAL ASSUMPTION AGREEMENT Dated as of December 6, 2017 among AP GAMING HOLDINGS, LLC, as Holdings, AP GAMING I, LLC, as Borrower, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
FIRST LIEN CREDIT AGREEMENT, dated as of June 6, 2017 (this “Agreement”), among AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.
HOLDINGS GUARANTEE AND PLEDGE AGREEMENT dated and effective as of June 6, 2017 between AP GAMING HOLDINGS, LLC, as Holdings and JEFFERIES FINANCE LLC, as AgentHoldings Guarantee and Pledge Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of June 6, 2017, is between AP GAMING HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
COLLATERAL AGREEMENT dated and effective as of June 6, 2017 among AP GAMING I, LLC, each Subsidiary Party party hereto and JEFFERIES FINANCE LLC, as Collateral AgentCollateral Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
COLLATERAL AGREEMENT dated and effective as of June 6, 2017 (this “Agreement”), among AP GAMING I, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and JEFFERIES FINANCE LLC, as Collateral Agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).
Employment AgreementEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 1st, 2015 (the “Effective Date”) by and between AGS, LLC, a Delaware limited liability company (the “Company”), and Sigmund Lee (“Executive”).
FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among APOLLO GAMING HOLDINGS, L.P., AP GAMING VOTECO, LLC, PLAYAGS, INC. (f/k/a AP GAMING HOLDCO, INC.) and the other HOLDERS that are parties hereto DATED AS OF [●]Securityholders Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of [●] (this “Agreement”), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the “Apollo Holder”), AP GAMING VOTECO, LLC, a Delaware limited liability company (“VoteCo”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein, and PLAYAGS, INC., a Nevada corporation, and formerly known as AP Gaming Holdco, Inc. (the “Company”), amends and restates in its entirety the Securityholders Agreement, dated as of April 28, 2014 (the “Original Agreement”), by and among the Apollo Holder, VoteCo, the Company and the other Holders thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 28, 2014 by and between AP Gaming Holdco, Inc., a Delaware corporation (“Parent”), and David Lopez (the “Executive”).
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of April 28, 2014, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).Non-Qualified Stock Option Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
WHEREAS, as of the date hereof the Optionee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of the date hereof, pursuant to which the Optionee became a party to the Securityholders Agreement; and
RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of April 28, 2014, between AP GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Grantee set forth on the signature page to this Agreement (the “Grantee”).Restricted Stock Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
WHEREAS, as of the date hereof the Grantee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of April 28, 2014, pursuant to which the Grantee became a party to the Securityholders Agreement; and
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • New York
This SUBSIDIARY GUARANTEE dated and effective as of June 6, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).
FIRST AMENDMENT TO JULY 1, 2015 EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
FIRST AMENDMENT TO THE JULY 1, 2015 EMPLOYMENT AGREEMENT (this “First Amendment”}, dated as of January 14, 2016, by and between AGS, LLC (the “Company”), a Delaware limited liability company with a place of business located at 5475 S. Decatur Blvd, Las Vegas, Nevada 89118 (“AGS”) and Mr. Sigmund Lee (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 23, 2015 (the “Effective Date”) by and between AGS, LLC, a Delaware limited liability company (the “Company”), and Nicholas Paul Kimokeo Akiona (“Executive”).
FORM OF STOCKHOLDERS AGREEMENT dated as of by and among PLAYAGS, INC., APOLLO GAMING HOLDINGS, L.P. and AP GAMING VOTECO, LLCShareholder Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Nevada
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [●], among PlayAGS, Inc., a Nevada corporation (the “Corporation”), Apollo Gaming Holdings, L.P., a Delaware limited partnership (“Holdings”, and together with any other stockholders of the Corporation who become party hereto in accordance with this Agreement, the “Stockholders”), and AP Gaming VoteCo, LLC, a Delaware limited liability company (“VoteCo”).
SUBSCRIPTION AGREEMENT BETWEEN APOLLO GAMING HOLDINGS, L.P. AND AP GAMING HOLDCO, INC.Subscription Agreement • December 19th, 2017 • PlayAGS, Inc. • Miscellaneous manufacturing industries • Delaware
STOCK SUBSCRIPTION AGREEMENT dated as of May 28, 2015 (this “Agreement”), between Apollo Gaming Holdings, L.P., a Delaware limited partnership (“Parent”), and AP Gaming Holdco, Inc., a Delaware corporation (the “Corporation”).
