AMENDMENT NO. 1 TO
EQUITY PLAN STOCKHOLDERS AGREEMENT
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 Schedule 1 of this Amendment (the O.Chau Affiliated Entities).
WHEREAS, the Original Agreement may be amended or modified only by written instrument executed by (a) the Company, and (b) the holders of 66.67% of the Shares held by the Original Stockholders (voting as a single separate class);
WHEREAS, the parties hereto include the Company and the holders of 66.67% of the Shares held by the Original Stockholders (voting as a single separate class);
WHEREAS, the parties hereto desire to enter into this Amendment to amend certain rights, restrictions and agreements with respect to the Capital Stock (as defined in the Original Agreement); and
WHEREAS, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Original Agreement. For the avoidance of doubt, unless otherwise expressly provided in this Amendment, none of the O.Chau Affiliated Entities shall be deemed Stockholders for purposes of the Agreement.
2.1 Registration Rights. Section 7 of the Original Agreement is hereby amended as follows:
(a) Solely for purposes of Section 7 of the Original Agreement, (i) references to Stockholders shall be deemed to include the O.Chau Affiliated Entities, (ii) references to Shares shall be deemed to include the shares of Capital Stock owned by any O.Chau Affiliated Entity, or issued to any O.Chau Affiliated Entity after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), (iii) references to Registrable Securities shall be deemed to include the Shares owned by any O.Chau Affiliated Entity, together with any shares of Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of Shares owned by any O.Chau Affiliated Entity, excluding any securities (A) sold by a person to