Stockholders Agreement, by and among PlayAGS, Inc., Apollo Gaming Holdings, L.P. and AP Gaming VoteCo, LLC, dated January 29, 2018

ARTICLE I DEFINITIONS AND USAGE    1

Section 1.1    Definitions    1

Section 1.2    Interpretation    5

ARTICLE II APPROVAL AND CONSULTATION OF CERTAIN MATTERS    5

Section 2.1    Approval of Apollo    5

ARTICLE III TRANSFER    7

Section 3.1    Transfers and Joinders    7

Section 3.2    Binding Effect on Transferees    7

Section 3.3    Charter Provisions    8

ARTICLE IV INFORMATION    8

Section 4.1    Books and Records; Access    8

Section 4.2    Sharing of Information    9

ARTICLE V BOARD REPRESENTATION    10

Section 5.1    Composition of Initial Board    10

Section 5.2    Nominees    10

Section 5.3    Committees    12

ARTICLE VI INDEMNIFICATION    12

Section 6.1    Right to Indemnification    12

Section 6.2    Prepayment of Expenses    12

Section 6.3    Claims    13

Section 6.4    Nonexclusivity of Rights    13

Section 6.5    Other Sources    13

Section 6.6    Indemnitor of First Resort    13

ARTICLE VII TERMINATION    14

Section 7.1    Term    14

Section 7.2    Survival    14

ARTICLE VIII REPRESENTATIONS AND WARRANTIES    14

Section 8.1    Representations and Warranties of Holdings    14

Section 8.2    Representations and Warranties of VoteCo    14

Section 8.3    Representations and Warranties of the Corporation    14

ARTICLE IX MISCELLANEOUS    15

Section 9.1    Entire Agreement    15

Section 9.2    Further Assurances    15

Section 9.3    Notices    15

Section 9.4    Governing Law    17

Section 9.5    Consent to Jurisdiction    17

Section 9.6    Equitable Remedies    17

Section 9.7    Construction    17

Section 9.8    Counterparts    18

Section 9.9    Third Party Beneficiaries    18

Section 9.10    Binding Effect    18

Section 9.11    Severability    18

Section 9.12    Adjustments Upon Change of Capitalization    18

Section 9.13    Amendments; Waivers    18

Section 9.14    Actions in Other Capacities    19

Section 9.15    Non-Recourse    19

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.3    Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Apollo Group” means (a) Holdings, (b) Apollo Investment Fund VIII, L.P., (c) each of their respective Affiliates (including, for avoidance of doubt, any syndication vehicles) to which any transfers of Common Stock are made and (d) VoteCo, to the extent

that it has beneficial ownership of shares of Common Stock pursuant to that certain Irrevocable Proxy and Power of Attorney of the Company, dated as of the date hereof.

“Registration Statement” means a registration statement filed by the Corporation with the SEC.

Section 1.4    Interpretation. In this Agreement and in the exhibits hereto, except to the extent that the context otherwise requires:

Section 2.3    Approval of Apollo. For so long as the Minimum Condition is satisfied, the Corporation shall not, and shall cause its Subsidiaries and Controlled Affiliates not to, take any of the following actions or agree to, enter into or adopt any plan with respect thereto without the prior approval (which approval may be in the form of an action by written consent or any other written instrument or writing) of Holdings:

(f)    any material disposition of any assets of the Corporation or any of its Subsidiaries or Controlled Affiliates, other than (i) dispositions to the Corporation or any of its wholly owned Subsidiaries or (ii) the sale of inventory or products in the ordinary course of business;

Section 3.3    Transfers and Joinders. If a Stockholder effects any Transfer of Common Stock to a Permitted Transferee, such Permitted Transferee may, if not a Stockholder, within five (5) days of such Transfer, execute a joinder to this Agreement, in form and substance reasonably acceptable to the Corporation, in which such Permitted Transferee agrees to be a “Stockholder” for all purposes of this Agreement and which provides that such Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement.

Section 3.4    Binding Effect on Transferees. Subject to execution of a joinder to this Agreement within five (5) days of the applicable Transfer, in form and substance reasonably acceptable to the Corporation, and subject further to compliance with all applicable gaming laws and the receipt of any approvals required thereunder, pursuant to Section 3.1, such Permitted Transferee shall become a Stockholder hereunder.

Section 3.5    Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Securities

held of record by such party or beneficially owned by such party by virtue of having voting power over such Voting Securities) so as to prevent any amendment to the Articles of Incorporation or Bylaws as in effect as of the date hereof that would (a) add restrictions to the transferability of the Voting Securities by any Stockholder or its Permitted Transferees at the time of such an amendment, which restrictions are beyond those then provided for in the Articles of Incorporation, the Bylaws, this Agreement or applicable securities laws or (b) nullify any of the rights of any Stockholder or its Permitted Transferees at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.

Section 4.3    Books and Records; Access. The Corporation shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Corporation and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Apollo Group beneficially owns 3% or more of the outstanding shares of Common Stock, the Corporation shall, and shall cause its Subsidiaries to, permit the Apollo Group and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Corporation, to inspect, review and/or make copies and extracts from the books and records of the Corporation or any of such Subsidiaries and to discuss the affairs, finances and condition of the Corporation or any of such Subsidiaries with the officers of the Corporation or any such Subsidiary. For so long as the Apollo Group beneficially owns 3% or more of the outstanding shares of Common Stock, the Corporation, upon the written request of any member of the Apollo Group, shall, and shall cause its Subsidiaries to, provide the Apollo Group, in addition to other information that might be reasonably requested by the Apollo Group from time to time, (i) direct access to the Corporation’s auditors and officers, (ii) the ability to link Holdings’ systems into the Corporation’s general ledger and other systems in order to enable the Apollo Group to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Apollo Group, to be provided within thirty (30) days after the end of each quarter, (iv) copies of all materials provided to the Board of Directors (or committee of the Board of Directors) at the same time as provided to the directors (or members of a committee of the Board of Directors), (v) access to appropriate officers and directors of the Corporation at such times as may be requested by the Apollo Group for consultation with respect to matters relating to the business and affairs of the Corporation and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends or distributions, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Articles of Incorporation or Bylaws or the comparable governing documents of any of its Subsidiaries, and to provide the Apollo Group, with the right to consult with the

Corporation and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Apollo Group, to be provided within ten (10) days after the end of each quarter and (viii) to the extent otherwise prepared by the Corporation, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Corporation and its Subsidiaries (all such information so furnished pursuant to this Section 4.1, the “Information”). The Corporation agrees to consider, in good faith, the recommendations of the Apollo Group in connection with the matters on which the Corporation is consulted as described above. Subject to Section 4.2, any member of the Apollo Group (and any party receiving Information from such member of the Apollo Group) who shall receive Information shall maintain the confidentiality of such Information, and the Corporation shall not be required to provide such portions of any Information containing attorney-client, work product or similar privileged information of the Corporation or other information required by the Corporation to be kept confidential pursuant to and in accordance with the terms of any confidentiality agreement with a third Person or applicable law, so long as the Corporation has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Apollo Group without the loss of any such privilege or without violating such confidentiality obligation.

Section 5.3    Composition of Initial Board.

(i)    the Class I directors shall include Daniel Cohen and Yvette Landau;

(ii)    the Class II directors shall include Eric Press and Adam Chibib; and

(iii)    the Class III directors shall include David Sambur and David Lopez.

Section 5.4    Nominees.

(b)    The Corporation agrees to (i) include the Stockholder Nominees in the slate of persons nominated and recommended by the Board of Directors (or a committee thereof) for election to the Board of Directors at every meeting (or action by written consent without a meeting) of stockholders of the Corporation at which directors are to be elected, (ii) use its best efforts to cause the election of each such Stockholder Nominee to the Board of Directors, including soliciting proxies or consents in favor thereof to the same or greater extent as it does so in favor of the other members of such slate, (iii) not permit the number of persons nominated or recommended by the Board of Directors (or a committee thereof) to exceed the number of directorships to be elected at such meeting (or by such action by written consent without a meeting) and (iv) use its best efforts to cause each class of the Board of Directors to include, to the extent practicable, at least one Stockholder Nominee.

Section 5.5    Committees. For so long as this Agreement is in effect, the Corporation shall take all necessary actions to cause to be appointed to each committee of the Board of Directors a number of Stockholder Nominees that is as proportionate (rounding up to the next whole director) to the number of members of such committee as is the number of Stockholder Nominees that Holdings is entitled to nominate to the Board of Directors under this Agreement to the number of directorships constituting the Entire Board, in each case to the extent such directors are permitted to serve on such committee under the applicable rules of the SEC and any applicable stock exchange. It is understood by the parties hereto that Holdings shall not have any obligation to appoint any Stockholder Nominee to any committee of the Board of Directors and any failure to exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period.

Section 6.3    Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, VoteCo, each Stockholder, its Affiliates and its direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a Covered Person (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the Corporation or to any fiduciary obligation owed with respect thereto), including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Claim”). Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Claim (or part thereof) commenced by such Covered Person only if the commencement of such Claim (or part thereof) by the Covered Person was authorized by the Board of Directors.

Section 6.4    Prepayment of Expenses. To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Claim in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of such Claim shall be made only

upon receipt of an undertaking by such Covered Person to repay all amounts advanced if it should be ultimately determined that such Covered Person is not entitled to be indemnified under this ARTICLE VI or otherwise.

Section 6.5    Claims. If a claim for indemnification or advancement of expenses under this ARTICLE VI is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, such Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.6    Nonexclusivity of Rights. The rights conferred on any Covered Person by this ARTICLE VI shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.8    Indemnitor of First Resort. The Corporation hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by certain Affiliates of the Apollo Group (collectively, the “Fund Indemnitors”). In all events, (i) the Corporation hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person is primary and any obligation of the Fund Indemnitors (including any Affiliate thereof other than the Corporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Fund Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person is secondary and (ii) if any Fund Indemnitor (or any Affiliate thereof, other than the Corporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Fund Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Corporation shall fully indemnify, reimburse and hold harmless such Fund Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Fund Indemnitor (or such other Affiliate, as the case may be).

Section 7.3    Term. The terms of this Agreement shall terminate, and be of no further force and effect, upon the first to occur of:

(a)    the mutual consent of all of the parties hereto;

(c)    the consummation of a Change of Control.

Section 7.4    Survival. If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become void and of no further force and effect, except for: (i) the provisions set forth in this Section 7.2, ARTICLE VI, Section 9.4, Section 9.5, Section 9.6 and Section 9.9 and (ii) the rights of the Stockholders with respect to the breach of any provision hereof by the Corporation, which shall, in each case of clauses (i) and (ii), survive the termination of this Agreement.

Section 8.3    Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to the Corporation that (a) such Stockholder is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly executed by such Stockholder and is a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms; and (c) the execution, delivery and performance by such Stockholder of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both would constitute) a default under any agreement to which such Stockholder is a party or, if such Stockholder is an entity, the organizational documents of such Stockholder.

Section 8.4    Representations and Warranties of VoteCo. VoteCo represents and warrants to the Corporation that (a) VoteCo is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly executed by VoteCo and is a valid and binding agreement of VoteCo, enforceable against VoteCo in accordance with its terms; and (c) the execution, delivery and performance by VoteCo of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both would constitute) a default under the organizational documents of VoteCo.

Section 9.3    Entire Agreement. This Agreement, together with documents contemplated hereby, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersede any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.

Section 9.4    Further Assurances. Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its permitted assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other actions as may be required by law or reasonably necessary to effectively carry out the intent and purposes of this Agreement.

Section 9.5    Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, (b) sent by facsimile, overnight mail or registered or certified mail, return receipt requested, postage prepaid, or (c) sent by e-mail, with electronic or written confirmation of receipt, in each case addressed as follows:

(i)    if to the Corporation, to:

PlayAGS, Inc.
5475 S. Decatur Blvd, Suite 100
Las Vegas, Nevada
Attention:     Vic Gallo

Email:      ***@***
Telephone:      ###-###-####

with a copy (which shall not constitute notice) to:

Apollo Gaming Holdings, L.P.

c/o Apollo Management VIII, LP

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention:     David Sambur

Email:          ***@***

Attention:     Laurie Medley

Email:          ***@***

Telephone:      ###-###-####

Facsimile:      ###-###-####

(ii)     If to any member of the Apollo Group, to:

Apollo Gaming Holdings, L.P.

c/o Apollo Management VIII, LP

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention:     David Sambur

Email:          ***@***

Attention:     Laurie Medley

Email:          ***@***

Telephone:      ###-###-####

Facsimile:      ###-###-####

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention:     Ross A. Fieldston

Email:         ***@***

Telephone:     ###-###-####

Fax:         ###-###-####

(iii)     if to any other Stockholder, to:

the address and facsimile number of such Stockholder set forth in the records of the Corporation.

Section 9.6    Governing Law. ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA.

Section 9.7    Consent to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE CORPORATION) SHALL BE BROUGHT SOLELY IN THE EIGHTH JUDICIAL DISTRICT COURT LOCATED IN CLARK COUNTY, NEVADA, OR IN THE EVENT SUCH COURT DENIES JURISDICTION, IN ANY OTHER STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEVADA, AND EACH PARTY HERETO HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE IN ACCORDANCE WITH SECTION 9.3 OR ANY OTHER METHOD PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 9.8    Equitable Remedies. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.

Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 9.9    Construction. This Agreement shall be construed as if all parties hereto prepared this Agreement.

Section 9.12    Binding Effect. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. Neither VoteCo nor any Stockholder may assign any of its rights hereunder to any Person other than a Permitted Transferee. Each Permitted Transferee of VoteCo or any Stockholder shall be subject to all of the terms of this Agreement, and by taking and holding such shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement. Notwithstanding the foregoing, no successor or assignee of the Corporation shall have any rights granted under this Agreement until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.

Section 9.14    Adjustments Upon Change of Capitalization. In the event of any change in the outstanding Common Stock, by reason of dividends, distributions, splits, reverse splits, spin-offs, split-ups, recapitalizations, combinations, exchanges of shares and the like, the term “Common Stock” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or in respect of Common Stock.

Section 9.15    Amendments; Waivers.

Section 9.16    Actions in Other Capacities. Nothing in this Agreement shall limit, restrict or otherwise affect any actions taken by any Stockholder in its capacity as a stockholder, partner or member of the Corporation or any of its Subsidiaries or Controlled Affiliates, nor shall any of the Corporation’s covenants herein in any way limit, restrict or otherwise affect the ability of any director or officer of the Corporation to exercise his or her fiduciary duties as a director or officer of the Corporation; provided, that the Corporation shall nevertheless in all events remain liable for any breach of its covenants under this Agreement.

Section 9.17    Non-Recourse. No officer or director of the Corporation shall be personally liable to the Corporation, VoteCo or any Stockholder as a result of any acts or omissions taken under this Agreement in good faith. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding that VoteCo or certain of the Stockholders may be limited partnerships or limited liability companies, VoteCo and each Stockholder covenants, agrees and acknowledges that, except as required by applicable law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against the Apollo Group or any of its Affiliates or any of its or their former, current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, Affiliates, members, financing sources, accountants, advisors, managers, general or limited partners, assignees or representatives (“Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Corporation, the Apollo Group or any Stockholder, under this Agreement or any documents or instruments delivered in connection with this Agreement in respect of or by reason of obligations or liabilities or their creation.

IN WITNESS WHEREOF, the parties have caused this Stockholders Agreement to be duly executed and delivered, all as of the date first set forth above.

APOLLO GAMING HOLDINGS, L.P.

By: Apollo Gaming Holdings GP, LLC,
its general partner