SciPlay Corp (Form: S-1/A, Received: 04/22/2019 06:34:38)

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TABLE OF CONTENTS
INDEX TO FINANCIAL INFORMATION

As filed with the Securities and Exchange Commission on April 22, 2019

Registration No. 333-230727

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SciPlay Corporation
(Exact name of Registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation or organization)		7374 (Primary Standard Industrial Classification Code Number)		83-2692460 (I.R.S. Employer Identification Number)

6601 Bermuda Road
Las Vegas, Nevada 89119
(702) 897-7150
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

CSC Services of Nevada, Inc.
2215-B Renaissance Drive
Las Vegas, Nevada 89119
(702) 740-4244
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Marc D. Jaffe Senet S. Bischoff Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200		Adam Fleisher Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý		Smaller reporting company o Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)




Class A common stock, par value $.001 per share	25,300,000	$16.00	$404,800,000	$49,062

(1): Includes 3,300,000 shares of Class A common stock that may be sold if the underwriters' option to purchase additional shares granted by the Registrant is exercised. See "Underwriting (Conflicts of Interest)."
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3): The Registrant previously paid $12,120 in connection with a prior filing of the Registration Statement, and the additional amount of $36,942 is being paid herewith.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated April 22, 2019

PROSPECTUS

22,000,000 Shares

Class A Common Stock

This is SciPlay Corporation's initial public offering. We are selling 22,000,000 shares of our Class A common stock.

We expect the public offering price to be between $14.00 and $16.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on The NASDAQ Global Select Market under the symbol "SCPL."

We will use the net proceeds that we receive from this offering to purchase from SciPlay Parent Company, LLC, which we refer to as SciPlay Parent LLC, newly issued common member's interests of SciPlay Parent LLC, and from SG Social Holding Company I, LLC, a wholly owned subsidiary of Scientific Games Corporation, which we refer to as SG Holding I, existing common member's interests of SciPlay Parent LLC that are owned by SG Holding I, which we refer to collectively as the LLC Interests. There is no public market for the LLC Interests. The purchase price for the LLC Interests will be equal to the initial public offering price of our Class A common stock less the underwriting discount. The net proceeds received by SG Holding I and SciPlay Parent LLC in connection with this offering will be used as described in "Use of Proceeds."

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to one vote on all matters presented to our stockholders generally, and each share of Class B common stock entitles its holder to ten votes on all matters presented to our stockholders generally, for so long as the number of shares of our common stock beneficially owned by SG Holding I and SG Social Holding Company, LLC, each a wholly owned subsidiary of Scientific Games Corporation, which we refer to collectively as the SG Members, and their affiliates, represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share. Immediately following this offering, all of our outstanding shares of Class B common stock will be held by the SG Members on a one-to-one basis with the number of LLC Interests each SG Member owns. Immediately following this offering and based on the assumed offering and sale of 22,000,000 shares of our Class A common stock at an assumed initial public offering price of $15.00 per share, the holders of our Class A common stock issued in this offering will collectively hold 100% of the economic interests in us and 2.1% of the voting power in us, and Scientific Games Corporation, through its indirect ownership of all of the outstanding Class B common stock, will hold no economic interest in us and the remaining 97.9% of the voting power in us. We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our sole material asset will be the LLC Interests we purchase from SciPlay Parent LLC and SG Holding I, representing an aggregate 17.4% economic interest in SciPlay Parent LLC. The remaining 82.6% economic interest in SciPlay Parent LLC will be owned indirectly by Scientific Games Corporation, through the ownership of LLC Interests by the SG Members.

Although we will have a minority economic interest in SciPlay Parent LLC, because we will be the sole manager of SciPlay Parent LLC, we will control all of the business and affairs of SciPlay Parent LLC and, through SciPlay Parent LLC and its subsidiaries, conduct our business, which before this offering was the social gaming business of Scientific Games Corporation.

Following this offering, we will be a "controlled company" within the meaning of the corporate governance rules of The NASDAQ Global Select Market, or the NASDAQ rules. See "The Transactions" and "Management—Corporate Governance."

We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be subject to certain reduced public company reporting requirements. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

Investing in the Class A common stock involves risks that are described in the "Risk Factors" section beginning on page 25 of this prospectus.

	Per Share	Total

Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$

The underwriters may also exercise their option to purchase up to an additional 3,300,000 shares of Class A common stock from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2019.


BofA Merrill Lynch		J.P. Morgan		Deutsche Bank Securities


Goldman Sachs & Co. LLC		Morgan Stanley		Macquarie Capital		RBC Capital Markets


Stifel		Wedbush Securities

The date of this prospectus is , 2019

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TABLE OF CONTENTS

		Page

PROSPECTUS SUMMARY			1
RISK FACTORS			25
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			59
THE TRANSACTIONS			60
USE OF PROCEEDS			64
DIVIDEND POLICY			66
CAPITALIZATION			67
DILUTION			69
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			71
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION			73
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			82
BUSINESS			99
MANAGEMENT			117
EXECUTIVE COMPENSATION			124
PRINCIPAL STOCKHOLDERS			135
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			138
DESCRIPTION OF CAPITAL STOCK			151
SHARES ELIGIBLE FOR FUTURE SALE			158
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			160
UNDERWRITING (CONFLICTS OF INTEREST)			164
LEGAL MATTERS			173
EXPERTS			173
WHERE YOU CAN FIND MORE INFORMATION			173
INDEX TO FINANCIAL INFORMATION			F-1

We, Scientific Games Corporation and the underwriters have not authorized anyone to provide any information or to make any representations other than that contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We, Scientific Games Corporation and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only under circumstances and in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of the shares of Class A common stock. Our results of operations, cash flows and financial condition may have changed since that date.

For investors outside the U.S.: Neither we, Scientific Games Corporation nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the U.S. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

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ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise requires or otherwise states, (a) references to "we," "us," "our," the "Company," "our company" and similar references refer: (i) on or prior to the consummation of the Transactions, to SciPlay Parent Company, LLC, which is sometimes referred to in this prospectus as "SciPlay Parent LLC," and all of its subsidiaries, and (ii) following the consummation of the Transactions, to SciPlay Corporation, which is sometimes referred to in this prospectus as "SciPlay," and all of its subsidiaries, including SciPlay Parent LLC and all of its subsidiaries, (b) references to the "SG Members" refer to SG Social Holding Company I, LLC, or SG Holding I, and SG Social Holding Company, LLC, or SG Holding, which prior to the consummation of the Transactions were the only members of SciPlay Parent LLC, and (c) references to "Scientific Games" or "Parent" refer to Scientific Games Corporation and its subsidiaries other than SG Social Holding Company II, LLC and its subsidiaries, the SG Members, SciPlay, SciPlay Parent LLC and their subsidiaries. Prior to the completion of the Transactions, SciPlay Parent LLC was an indirect wholly owned subsidiary of Scientific Games, through which Scientific Games operated its social gaming business. Accordingly, unless the context requires otherwise, statements relating to our history in this prospectus describe the history of Scientific Games' social gaming business. See "The Transactions."

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. The terms "dollar," "USD," "US$" or "$" refer to the legal currency of the U.S. Currency amounts in this prospectus are stated in dollars, unless otherwise indicated.

BASIS OF PRESENTATION

This prospectus contains information about SciPlay and SciPlay Parent LLC. Upon the completion of the Transactions, SciPlay's sole material asset will be its common member's interests in SciPlay Parent LLC, and it will control all of the business and affairs and consolidate the financial results of SciPlay Parent LLC. Following completion of this offering, the reporting entity for purposes of periodic reporting will be SciPlay. Prior to this transaction, SciPlay has not engaged in any business or other activities other than in connection with its formation and this offering. As a result, we believe the financial statements of SG Social Holding Company II, LLC, which was previously named SG Nevada Holding Company II, LLC until November 30, 2018, a holding company whose sole material asset prior to the Transactions was its common member's interest in SciPlay Parent LLC, will be more relevant to the investor than the financial statements of SciPlay because SG Social Holding Company II, LLC's financial statements present the financial position and results of our underlying operations in greater detail.

The summary unaudited pro forma condensed consolidated financial data of SciPlay presented in this prospectus have been derived from our unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma condensed consolidated balance sheet reflects the Transactions, including the consummation of this offering as described in this prospectus, as if they occurred on December 31, 2018, while the unaudited pro forma condensed consolidated statement of income gives effect to the Transactions, including the consummation of this offering as described in this prospectus, as if they occurred on January 1, 2018. The unaudited pro forma financial information includes various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions, including the consummation of this offering as described in this prospectus, taken place on the dates indicated, or of the results that may be expected to occur in any future period. See "Unaudited Pro Forma Condensed Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

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We report under accounting principles generally accepted in the United States, or GAAP. Our fiscal year ends on December 31 of each year as does our reporting year. Therefore, any references to 2018 and 2017 are references to the fiscal and reporting years ended December 31, 2018 and December 31, 2017, respectively. Our most recent fiscal year ended on December 31, 2018.

NON-GAAP MEASURES AND OTHER DATA

In addition to GAAP measures, we also use Adjusted EBITDA, or AEBITDA, as described in footnote three to "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data," and AEBITDA margin in various places in this prospectus. These non-GAAP financial measures are presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP, and should be read in conjunction with the financial statements included elsewhere in this prospectus. AEBITDA and AEBITDA margin may differ from similarly titled measures presented by other companies.

Please see "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data" for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP, and a discussion of our management's use of AEBITDA and AEBITDA margin.

Throughout this prospectus, we also provide a number of key performance indicators used by management and typically used by our competitors in our industry. These and other key performance indicators are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures." Unless the context provides otherwise, the following are certain terms used throughout this prospectus:

•: "ARPDAU"—means average revenue per daily active user, and is calculated by dividing revenue for the period by the average DAU for the period and then dividing by the number of days in the period;
•: "Average DAU" or "DAU"—means daily active users, and is the number of individual users who played a game on a particular day, which we often present on average;
•: "Average MAU" or "MAU"—means monthly active users, which is the number of individual users who played a game during a particular month, which we often present on average;
•: "D&A"—means depreciation and amortization expense;
•: "IRS"—means the Internal Revenue Service;
•: "Mobile penetration"—means the percentage of total revenue derived from mobile platforms; and
•: "R&D"—means research and development.

MARKET AND INDUSTRY DATA

This prospectus contains references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us. In general, we believe there is less publicly available information concerning international social gaming industries than the same industries in the U.S. Some data is also based on our good faith estimates, which are derived from our review of internal surveys or data, as

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well as the independent sources referenced above. Assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause future performance to differ materially from our assumptions and estimates. See "Special Note Regarding Forward-Looking Statements."

TRADEMARKS

The name and mark, Scientific Games Corporation, and other trademarks, trade names and service marks of Scientific Games appearing in this prospectus are the property of Scientific Games, but are used under license by SciPlay Parent LLC or its subsidiaries. After the completion of this offering, the name and mark SciPlay Corporation will be the property of SciPlay. This prospectus also contains additional trademarks, trade names and service marks belonging to other companies. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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PROSPECTUS SUMMARY

This summary highlights information included elsewhere in this prospectus and does not contain all of the information you should consider in making an investment decision. You should read this entire prospectus carefully, including the sections entitled "Risk Factors," "Business," "Special Note Regarding Forward-Looking Statements," "Selected Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto before making an investment decision regarding our Class A common stock.

SciPlay Corporation

Our mission is to become the #1 casual mobile gaming company in the world.

Overview

We are a leading developer and publisher of digital games on mobile and web platforms. Our total revenue has grown from $168.8 million in 2015 to $416.2 million in 2018, representing a compound annual growth rate, or CAGR, of 35%. The mobile portion of our revenue has grown from $109.4 million in 2015 to $323.3 million in 2018, representing a CAGR of 44%. According to data from Eilers & Krejcik, the average CAGR for mobile revenue in the social gaming industry was 25% over the same period. We create our games around compelling user experiences, often using authentic land-based content from Scientific Games to anchor these experiences. Our first social game, Jackpot Party Casino , has continued to grow since its launch in 2012, with many of the players who began playing in 2012 still playing six years later. During the fourth quarter of 2018, our games were played by a total of more than 11.6 million players. Of those players, more than 8.4 million played each month, with approximately 32% of the monthly players playing every day, for an average of 54 minutes each day. During that same quarter, according to Eilers & Krejcik, we achieved an 8.6% share of the mobile social casino market and our revenue growth was 5.5 times as high as the social casino market average.

We provide highly entertaining free-to-play games that millions of people play every day for their authenticity, engagement and fun. We believe our pace of content and feature releases, along with the data-driven, highly targeted and customized experience we provide in our games, result in increased loyalty and frequency of play. While most players play our games for free, a growing number of players, both in terms of total number and as a percentage of paying players, elect to purchase additional virtual coins, cards and chips to enable more game play, which can lead to the unlocking of content and features in a shorter elapsed time than players who opt to not buy virtual coins, cards or chips. The number of players who purchased virtual coins, cards and chips in the fourth quarter of 2018 was more than triple the number of players who did so in the first quarter of 2015, which has driven strong revenue, net income and AEBITDA growth. That number of paying players is still relatively small compared to the total number of players, which provides upside potential for continued growth.

We currently offer seven core games, including social casino games Jackpot Party Casino, Gold Fish Casino, Hot Shot Casino and Quick Hit Slots , and casual games MONOPOLY Slots , Bingo Showdown and 88 Fortunes Slots . Each of these games achieved its highest monthly revenue in 2018. Our social casino games typically include slots-style play and occasionally include table games-style game play, while our casual games blend slots-style or bingo game play with adventure game features. All of our games are offered and played across multiple platforms, including Apple, Google, Facebook and Amazon. In addition to our internally created games, our content library includes recognizable, real-world slot and table games content from Scientific Games. This content allows players who like playing land-based slot machines to enjoy some of those same titles in our free-to-play games. We have access to Scientific Games' library of more than 1,500 iconic casino titles, including titles and content from third-party licensed brands such as JAMES BOND, MONOPOLY, MICHAEL JACKSON, CHEERS

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and THE GODFATHER . We believe our access to this content, coupled with our years of experience developing in-house content, uniquely positions us to create compelling social games.

We utilize a disciplined, data-driven approach to create a portfolio of games that spans markets and appeals to a wide range of players. We gather and analyze data to fine tune the game play experience and enrich our games. We also leverage extensive insights learned through our relationship with Scientific Games, which helps us differentiate our content and create deeply immersive game play.

We are a global organization powered by a culture of innovation. Our management team has more than 300 years of combined experience in the digital entertainment business and is supported by a diverse, collaborative team spanning three continents and five studios. Our executive leadership team emboldens our innovative, entrepreneurial spirit to guide us toward our goal of providing best-in-class player entertainment in the casual gaming industry. While much of our talent comes from within our company through employee growth and development, we supplement that talent with hand-picked candidates from top companies in the video game industry.

Our financial model benefits from our diverse portfolio of evergreen games, our methodical approach to designing, developing and launching new titles and our attractive user economics. In addition to a revenue CAGR of 35% from 2015 through 2018, we have increased our ARPDAU from $0.21 for 2015 to $0.43 for 2018. From 2015 through 2018, we generated more than $1.2 billion in cumulative revenue and, according to Eilers & Krejcik, gained significant market share.

For 2018 and 2017, we generated revenue of $416.2 million and $361.4 million, respectively, or an increase of 15%. In 2018, we generated net income of $39.0 million and AEBITDA of $94.0 million, improvements of $15.9 million and $24.6 million, respectively, over 2017.

Our Industry and Market Opportunity

A number of trends are driving significant change in digital gaming, which we believe are causing growth in the casual games market and providing opportunities for us to grow our social casino games and expand into other areas of the casual games market:

•: Digital gaming is an engaging form of entertainment. Digital gaming is a large and strategically important component of the overall entertainment market. Total consumer spend on digital gaming worldwide was approximately $138 billion in 2018, which was more than twice the approximately $58 billion consumers spent on movies and music in 2017, according to data from Newzoo, MPAA and IFPI.
•: Mobile devices are a leading medium to consume digital content such as games. Consumers are increasingly using their mobile devices for entertainment, and mobile games are being played extensively.
•: Increasing number of players with the emergence of casual games. Digital game design and distribution in the casual game market has evolved as new game types and business models address incremental gaming audiences. The proliferation of smartphones and availability of mobile app stores has increased access to digital games, including in the social casino market and other areas of the casual game market. Casual games are also widening the appeal of gaming to mass audiences.
•: Scale is increasingly strategic in order to succeed in mobile gaming. We believe scale provides valuable advantages in mobile gaming. Marketing and R&D can be significant expenses for mobile gaming developers, as thousands of titles compete for limited playing time. We believe large and stable user bases reduce the risk of content investments for new games as companies leverage data-driven insights from the game play of their existing user base.

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•: Social casino is an attractive market within digital gaming. The social casino market is characterized by games that are social and competitive, in known formats and self-directed in pace and session length. Social casino games are generally evergreen in nature due to their loop-driven game play and ability to naturally incorporate a cadence of new in-game content and events. According to Eilers & Krejcik, total consumer spend in the social casino category grew at a CAGR of 21% from 2013 through 2018 and is expected to be approximately $5.8 billion in 2019.
•: Additional market opportunities within the broader mobile gaming landscape. We believe social casino games share several core mobile gaming concepts with broader markets, such as puzzle games, card games and match three games, which should allow us to leverage our existing capabilities and grow with the broader market.

Our Value Proposition for Players

We believe in "selling fun, entertaining time" to our players as opposed to "selling slot spins." We offer the following key value propositions to our players:

•: Authenticity. Our games provide an authentic experience of land-based games, including familiar mechanics, visuals, math and audio.
•: Accessibility. Our games can be played using either mobile or web platforms.
•: Fresh, new and event-driven content. Our games offer simple, intuitive core mechanics as well as multi-layer game plays that are highly immersive.
•: Personalization. Our approach to our business allows us to provide game content that is highly personalized for each player based on the last seven days of that player's activity, enabling us to deliver a unique gaming experience to each member of our global audience.

Our Core Strengths

Diverse portfolio of evergreen games

Strategic data-driven approach to launch new games and optimize game performance

Scalable and reusable technology platform

We have made large investments in our shared technology infrastructure that enable us to operate our games effectively at a global level and run thousands of promotions, marketing campaigns and tournaments concurrently. Our proven, custom-built technology stack allows us to easily share best practices and successful features across games in our portfolio, further decreasing time to market for new content and reducing overall development costs.

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Deep, global pool of talent

Our expansive talent pool includes nearly 400 employees and five studio facilities. We invest in an open culture of shared success that is driven by our founders and shared across our organization. Our culture fosters enthusiasm, loyalty and teamwork, which we believe is a significant competitive advantage in the evolving mobile gaming industry and serves as the foundation of our continued success.

Unparalleled relationship with Scientific Games and other third-party content owners

Strong platform provider partner relations

Our platform partners include Apple, Google, Facebook and Amazon. We participate in our platform providers' beta tests of new applications and features. Our partners host specialized and customized promotional activities with our games and provide dedicated business and technical teams for the successful implementation of our games onto their platforms.

Strategic roadmap approach to identify specific player markets

Our Growth Opportunities

Continued growth from existing games

We continue to invest in and grow our current games by adapting and developing our monetization and marketing engines to improve player engagement, increase paying player conversion and drive per-player monetization. As we continue to develop our games, we believe we will be able to further monetize our existing user base and attract new players.

Develop new social casino games

We intend to continue to capitalize on our ability to build successful social casino games by introducing new titles that appeal to specific player segments and offer differentiated experiences.

Continue international growth and expansion

We intend to further expand our global presence by incorporating our vast library of recognizable and regionalized brands and content in our game design, customization and marketing for regional audiences. As the global mobile gaming market expands, we believe there is an opportunity to continue to improve our reach across the rest of the world by offering more targeted content than we currently offer and a better game play experience than is currently available to international players.

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Expand into adjacent gaming markets

Leverage platform to scale through select acquisitions

Estimated Preliminary Results for the Three Months Ended March 31, 2019

Included below are certain estimated preliminary unaudited financial and other data for the three months ended March 31, 2019 and the corresponding period of the prior fiscal year. We have provided ranges, rather than specific amounts, for the three months ended March 31, 2019 because these results are preliminary and subject to change, and there is a possibility that our actual results may differ materially from these preliminary estimates. These ranges are based on the information currently available to us as of the date of this prospectus. These estimated preliminary results for the three months ended March 31, 2019 are derived from the preliminary internal financial records of Scientific Games Corporation and are subject to revisions based on our procedures and controls associated with the completion of our interim financial reporting, including all the customary reviews and approvals, and completion by our independent registered public accounting firm of its review of such financial statements for the quarter ended March 31, 2019. These estimated preliminary results should not be viewed as a substitute for interim financial statements prepared in accordance with U.S. GAAP. Our independent registered public accounting firm has not conducted a review of, and does not express an opinion or any other form of assurance with respect to, these estimated preliminary results. While we are currently unaware of any items that would require us to make adjustments to the preliminary estimates set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our unaudited financial statements and that our actual results may differ materially from these preliminary estimates. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of any future period and should be read together with "Risk Factors," "Special Note Regarding Forward-Looking Statements," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

	Three Months Ended March 31,

(unaudited; $ in millions)	2019 (Low)		2019 (High)		2018
Financial Data:
Revenue	$	117	$	119	$	97.5
Operating expenses	$	97	$	99	$	99.3
Net income (loss) ⁽¹⁾	$	13	$	15	$	(1.1	)
Other Data:
AEBITDA ⁽¹⁾⁽²⁾	$	24	$	26	$	22.7

(1): The three months ended March 31, 2019 and March 31, 2018 include approximately $7 million and $6.3 million, respectively, in intellectual property royalties paid to Scientific Games for use of its intellectual property, which are included in cost of revenue. As discussed below under "—Our Relationship with Scientific Games," as a result of the terms of the IP License

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Agreement, following this offering, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming, Inc., or Bally Gaming, or its affiliates in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to third-party licenses sublicensed to us, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property.

(2): AEBITDA, as used herein, is a non-GAAP financial measure that is presented as supplemental disclosure and is fully described in footnote three to "—Summary Actual and Pro Forma Consolidated Financial and Other Data." Additionally, see below for a reconciliation of AEBITDA to net income (loss), the most directly comparable GAAP measure.

The estimated increase in revenue for the three months ended March 31, 2019 is primarily due to an increase in mobile revenue, which represented substantially all of the revenue increase. Web platform revenue decreased due to a decline in player levels as a result of player preferences causing a continued migration to mobile platforms.

The estimated decrease in operating expenses for the three months ended March 31, 2019 is primarily due to lower contingent consideration remeasurement charges recorded in 2019, partially offset by higher cost of revenue correlated with the revenue growth, coupled with higher marketing and player acquisition costs to support ongoing growth initiatives.

The estimated increase in net income for the three months ended March 31, 2019 is primarily due to the estimated increase in revenue described above and the $18 million decrease in contingent acquisition consideration reflected in operating expenses, as described above.

The estimated increase in AEBITDA for the three months ended March 31, 2019 is primarily due to continued growth in revenue (as described above) and improved operating leverage, partially offset by higher marketing and player acquisition costs to support ongoing growth initiatives.

The following table reconciles net income (loss) to AEBITDA:

	Three Months Ended March 31,

(unaudited; $ in millions)	2019 (Low)		2019 (High)		2018
Net income (loss)	$	13	$	15	$	(1.1	)
Income tax expense (benefit)		5		5		(0.6	)
Depreciation and amortization		2		2		5.8
Stock-based compensation		3		3		0.6
Other ⁽¹⁾		1		1		18.0

AEBITDA	$	24	$	26	$	22.7

(1): Includes (1) contingent acquisition consideration; (2) restructuring and other, which includes charges or expenses attributable to: (a) employee severance; (b) management changes; (c) restructuring and integration; and (d) M&A and other, which includes: (i) M&A transaction costs; (ii) purchase accounting adjustments; (iii) unusual items (including certain legal settlements) and (iv) other non-cash items; and (3) other (income) expense, net.

Revolving Credit Facility

In connection with this offering, we plan to enter into a $150.0 million revolving credit facility, or the Revolver, dated as of the date of the consummation of this offering, by and among SciPlay Holding Company, LLC, or SciPlay Holding LLC, as the borrower, SciPlay Parent LLC, as a guarantor, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as

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administrative agent and collateral agent. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility." The effectiveness of the Revolver is conditioned upon the consummation of this offering; however, this offering is not contingent upon the effectiveness of the Revolver.

Our Relationship with Scientific Games

Prior to the completion of this offering, we were an indirect wholly owned subsidiary of Scientific Games. In September 2016, in connection with the designation of SG Social Holding Company II, LLC and its subsidiaries as unrestricted subsidiaries under Scientific Games' debt agreements, we and Scientific Games entered into certain agreements that provided a framework for our relationship with Scientific Games, including Scientific Games' provision of intercompany services and licenses of intellectual property rights.

In connection with the closing of this offering, we will enter into new or amended agreements with Scientific Games or one or more of its subsidiaries in order to provide a similar framework for our relationship with Scientific Games. Pursuant to a new intercompany services agreement, or the Intercompany Services Agreement, Scientific Games will continue to provide us with support for certain operational and administrative functions. Bally Gaming, a wholly owned subsidiary of Scientific Games, and SG Holding I will enter into a new intellectual property license agreement, or the IP License Agreement. SG Holding I will use $255.0 million of the net proceeds received from us in connection with this offering to make a one-time payment to Bally Gaming under the IP License Agreement, or the Upfront License Payment, and will then assign the rights of the IP License Agreement to SciPlay Holding LLC immediately following this offering.

So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. Pursuant to the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty bearing license to use intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement. Our rights to this intellectual property will be for use in any of our currently available or future social games that are developed for mobile platforms, social media platforms, internet platforms or other interactive platforms and distributed solely via digital delivery, which games we collectively refer to as Covered Games. We will also acquire a non-exclusive, perpetual, non-royalty bearing license to use intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, but only in our currently available games. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property.

The IP License Agreement will not provide us any right to use intellectual property created or acquired by Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, or licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement in any of our future games released after the date of the IP License Agreement.

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In addition to the license rights, we will have a right of first negotiation to convert non-exclusive licenses to exclusive licenses, and to license intellectual property rights not covered by the IP License Agreement.

Bally Gaming will own any intellectual property that we develop, to the extent it is an improvement, enhancement, modification, or derivative work of any intellectual property licensed to us under the IP License Agreement.

For a description of the Intercompany Services Agreement and the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games."

We expect that being a standalone public company will provide us with a number of material opportunities and benefits, including the following:

•: allowing investors to evaluate the distinct merits, performance and future prospects of our business, independent of Scientific Games' other businesses;
•: improving our strategic and operational flexibility and increasing management focus as we continue to implement our strategic plan, and allowing us to respond more effectively to different player needs and the competitive environment for our business;
•: allowing us to adopt a capital structure better suited to our financial profile and business needs, without competing for capital with Scientific Games' other businesses;
•: creating an independent equity structure that will facilitate our ability to effect future acquisitions utilizing our capital stock; and
•: facilitating incentive compensation arrangements for employees more directly tied to the performance of our business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives of our business.

The Transactions

Prior to the consummation of this offering and the organizational transactions described below, the SG Members were the only members of SciPlay Parent LLC. SciPlay was incorporated as a Nevada corporation on November 30, 2018 to serve as the issuer of the Class A common stock offered hereby.

In connection with the closing of this offering, we will consummate the following organizational transactions:

•: the operating agreement of SciPlay Parent LLC will be amended and restated, which we refer to, as so amended and restated, as the SciPlay Parent LLC Agreement, to, among other things, (i) provide for a single class of common member's interests in SciPlay Parent LLC, which we refer to as the LLC Interests, (ii) exchange all of the SG Members' existing member's interests in SciPlay Parent LLC for LLC Interests, (iii) provide for the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of our Class A common stock or, at our option, cash and (iv) appoint SciPlay as the sole manager of SciPlay Parent LLC;
•: SciPlay's articles of incorporation will be amended and restated to, among other things, provide for Class A common stock and Class B common stock;
•: SciPlay will issue and sell 22,000,000 shares of Class A common stock to the purchasers in this offering (or 25,300,000 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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•

SciPlay intends to use the net proceeds from this offering (including net proceeds received upon any exercise of the underwriters' option to purchase additional shares of Class A common stock), after deducting the underwriting discount, as follows:

•: $280.2 million to acquire from SG Holding I 19,872,340 LLC Interests (or $326.7 million and 23,172,340 LLC Interests, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
•: $30.0 million to acquire from SciPlay Parent LLC 2,127,660 newly issued LLC Interests;

•

SG Holding I will use $255.0 million of the net proceeds it receives from the sale of its LLC Interests in connection with this offering to make the Upfront License Payment required under the IP License Agreement;

•

SciPlay Parent LLC intends to use the net proceeds from the sale of its newly issued LLC Interests in this offering to pay fees and expenses of approximately $10.0 million in connection with the Transactions, including this offering, and $20.0 million for general corporate purposes, including to pay a portion of contingent acquisition consideration that may become payable as a result of this offering;

•

SciPlay will issue shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the foregoing transactions;

•

following the consummation of the transactions described above, the SG Members will own 82.6% of the LLC Interests (or 80.0% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and 100% of the shares of SciPlay's Class B common stock; and

•

SciPlay, SciPlay Parent LLC and the SG Members will enter into a tax receivable agreement, or the Tax Receivable Agreement or TRA, and SciPlay and the SG Members will enter into a registration rights agreement, or the Registration Rights Agreement.

Our corporate structure following this offering, as described above, is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the SG Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or "passthrough" entity, for U.S. income tax purposes following the offering. One of these benefits is that future taxable income of SciPlay Parent LLC that is allocated to the SG Members will be taxed on a flow-through basis and therefore will not be subject to U.S. corporate taxes at the SciPlay Parent LLC entity level. Additionally, because the SG Members may redeem or exchange their LLC Interests for newly issued shares of our Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the SG Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. For more information regarding the redemption and exchange of LLC Interests, see "Certain Relationships and Related Party Transactions—The Transactions—SciPlay Parent LLC Agreement—Redemption Rights of Members."

Following the completion of the Transactions, we will be admitted as a member of SciPlay Parent LLC and will receive the same benefits as the SG Members on account of our ownership of LLC Interests in an entity treated as a partnership, or "passthrough" entity, for U.S. income tax purposes. As the SG Members redeem or exchange their LLC Interests, we will obtain a step-up in tax basis in our share of SciPlay Parent LLC assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable

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income allocable to us. We expect to enter into the TRA with SciPlay Parent LLC and the SG Members that will provide for the payment by us to the SG Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in the tax basis of assets of SciPlay Parent LLC (a) in connection with this offering, (b) resulting from any redemptions or exchanges of LLC Interests pursuant to the SciPlay Parent LLC Agreement or (c) resulting from certain distributions (or deemed distributions) by SciPlay Parent LLC and (ii) certain other tax benefits related to our making of payments under the TRA.

We refer to the foregoing organizational transactions, including the consummation of this offering as described in this prospectus, collectively as the "Transactions." Immediately following this offering, we will be a holding company, and our sole material asset will be LLC Interests of SciPlay Parent LLC. As the sole manager of SciPlay Parent LLC, we will control all of the business and affairs of SciPlay Parent LLC. Accordingly, although we will have a minority economic interest in SciPlay Parent LLC, we will control the management of SciPlay Parent LLC.

For more information regarding our structure after the completion of the Transactions, including this offering, see "The Transactions."

See "Description of Capital Stock" for more information about our articles of incorporation and the terms of the Class A common stock and Class B common stock. See "Certain Relationships and Related Party Transactions" for more information about the SciPlay Parent LLC Agreement, including the terms of the LLC Interests and the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of Class A common stock, or, at our option, cash, the TRA and the Registration Rights Agreement.

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The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, based on the assumed offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock in this offering:

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Summary Risk Factors

There are a number of risks that you should understand before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled "Risk Factors" following this prospectus summary. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially and adversely affected. In such case, the trading price of our Class A common stock would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

•: Our growth depends on our ability to attract and retain players, and the loss of our players, or failure to attract new players, could materially and adversely affect our business;
•: We rely on third-party platforms to make our games available to players and to collect revenue;
•: Our free-to-play business model depends on the optional purchases of virtual currency to supplement the availability of periodically offered free virtual currency;
•: A small number of games has generated a majority of our revenue, and we must continue to launch and enhance games that attract and retain a significant number of paying players in order to grow our revenue and sustain our competitive position;
•: We rely on a small percentage of our players for nearly all of our revenue;
•: We operate in a highly competitive industry, and our success depends on our ability to effectively compete;
•: Legal and regulatory restrictions could adversely impact our business and limit the growth of our operations;
•: We rely on the ability to use the intellectual property rights of Scientific Games and other third parties, including the third-party intellectual property rights licensed to Scientific Games;
•: Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information or the information of our players and expose us to liability, which would cause our business and reputation to suffer;
•: Scientific Games controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions;
•: Scientific Games' interests may conflict with our interests and the interests of our stockholders;
•: We will be a "controlled company" within the meaning of the NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements;
•: We may not achieve some or all of the anticipated benefits of being a standalone public company;
•: Our sole material asset after the completion of this offering will be our interest in SciPlay Parent LLC, and, accordingly, we will depend on distributions from SciPlay Parent LLC to pay our taxes and expenses, including payments under the TRA; and
•: The TRA requires us to make cash payments to the SG Members in respect of certain tax benefits to which we may be become entitled, and we expect that the payments we will be required to make will be substantial.

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Corporate Information

SciPlay, the issuer of the Class A common stock in this offering, was incorporated in the state of Nevada on November 30, 2018 and subsequently changed its name from SG Social Games Corporation to SciPlay Corporation on March 4, 2019. SciPlay Parent LLC was organized in the state of Nevada as a limited liability company on September 1, 2016, changed its name from SG Nevada Holding Company, LLC to SG Social Parent Company, LLC on November 30, 2018 and subsequently changed its name to SciPlay Parent Company, LLC on March 4, 2019. The address of our principal executive offices is currently 6601 Bermuda Road, Las Vegas, NV 89119. Our website is currently www.sciplay.com. Information on, or accessible through, our website is not part of this prospectus and is not incorporated by reference herein, and you should not consider information on our website to be part of this prospectus or in deciding whether to purchase our Class A common stock. We have included our website address in this prospectus solely for informational purposes. Our agent for service of process in the U.S. is CSC Services of Nevada, Inc.

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of certain reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•: only two years of audited financial statements are required to be included in this prospectus in addition to any required interim financial statements, and correspondingly reduced disclosure in "Management's Discussion and Analysis of Financial Condition and Results of Operations;"
•: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404;
•: reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
•: exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation.

We may take advantage of these provisions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act; (3) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use an extended transition period for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. However, we intend to take advantage of the other exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies.

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THE OFFERING


Issuer in this offering		SciPlay Corporation
Shares of Class A common stock offered by us		22,000,000 shares
Underwriters' option to purchase additional shares		The underwriters have a 30-day option to purchase up to 3,300,000 additional shares of Class A common stock from us as described under the heading "Underwriting (Conflicts of Interest)."
Class A common stock to be outstanding after this offering		22,000,000 shares (or 25,300,000 shares, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Class B common stock to be outstanding after this offering		104,400,000 shares (or 101,100,000 shares, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), all of which will be owned by the SG Members.
Voting rights		Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law. Each share of Class A common stock will entitle its holder to one vote per share, and each share of Class B common stock will entitle its holder to ten votes per share on all such matters, for so long as the number of shares of our common stock beneficially owned by the SG Members and their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share. See "Description of Capital Stock" for a description of the material terms of our common stock.
Voting power held by all holders of Class A common stock after giving effect to this offering		2.1% (or 2.4%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Voting power held by all holders of Class B common stock after giving effect to this offering		97.9% (or 97.6%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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Ratios of shares of Class A common stock and shares of Class B common stock to LLC Interests		Our articles of incorporation will require us at all times to maintain (i) a ratio of one LLC Interest owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares, shares underlying certain convertible or exchangeable securities and shares of unvested restricted stock issued pursuant to certain employee incentive plans) and (ii) a one-to-one ratio between the number of shares of Class B common stock issued by us and owned by the SG Members and the number of LLC Interests owned by the SG Members, and the SciPlay Parent LLC Agreement will require SciPlay Parent LLC at all times to maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us (subject to equivalent exceptions). The SG Members will own all of our outstanding Class B common stock following the consummation of the Transactions, including this offering.
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $310.2 million, or approximately $356.7 million if the underwriters exercise in full their option to purchase additional shares of our Class A common stock, assuming an initial public offering price of $15.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting the estimated underwriting discount.
		We intend to use the net proceeds of this offering (including any net proceeds from the underwriters' exercise of their option to purchase additional shares of Class A common stock) to purchase newly issued LLC Interests from SciPlay Parent LLC and existing LLC Interests from SG Holding I at a purchase price per LLC Interest equal to the initial public offering price per share of Class A common stock less the underwriting discount.
		The net proceeds received by SG Holding I and SciPlay Parent LLC in connection with this offering will be used as described in "Use of Proceeds."

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Conflicts of interest		Affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, who are underwriters in this offering, are lenders under certain credit facilities with our affiliate, Scientific Games International, Inc., a wholly owned subsidiary of Scientific Games Corporation. If any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to pay debt under such credit facilities, these underwriters or their affiliates may receive a portion that is 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Additionally, if any of the underwriters or their affiliates hold notes issued by Scientific Games International, Inc., they may receive a portion of the proceeds of this offering if any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to repurchase or redeem any such outstanding notes. Because of the manner in which the proceeds will be used, the offering will be conducted in accordance with Financial Industry Regulatory Authority, Inc., or FINRA, Rule 5121. This rule requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of "due diligence" with respect to, this prospectus and the registration statement of which this prospectus forms a part. Morgan Stanley & Co. LLC has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act. Additionally, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, who are acting as underwriters in this offering, will act as joint lead arrangers and joint bookrunners under our Revolver that we expect to enter in connection with this offering. Moreover, none of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. or RBC Capital Markets, LLC is permitted to sell Class A common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See "Underwriting (Conflicts of Interest)."
Controlled company exemption		Upon completion of this offering, we will be considered a "controlled company" for the purposes of the NASDAQ rules. As a "controlled company," we will not be subject to certain corporate governance requirements. See "Management—Controlled Company Exemption."

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Dividend policy		We do not anticipate declaring or paying any cash dividends on our Class A common stock for the foreseeable future. See "Dividend Policy."
Redemption rights of the SG Members		Pursuant to the SciPlay Parent LLC Agreement, the SG Members may, following this offering, require SciPlay Parent LLC to redeem all or a portion of the LLC Interests held by the SG Members for newly issued shares of our Class A common stock on a one-for-one basis or, at our option, a cash payment determined by reference to the arithmetic average of the volume weighted average market prices over a specified period prior to the date of redemption of one share of our Class A common stock for each LLC Interest so redeemed. We will be required to contribute cash and/or shares of Class A common stock to SciPlay Parent LLC to satisfy such redemption, and SciPlay Parent LLC will issue to us newly issued LLC Interests equal to the number of LLC Interests redeemed from the SG Members. In lieu of such a redemption, we will have the right, at our option, to effect a direct exchange of cash and/or shares of our Class A common stock for the SG Members' LLC Interests. Shares of our Class B common stock will be cancelled on a one-for-one basis whenever the SG Members' LLC Interests are so redeemed or exchanged. See "Certain Relationships and Related Party Transactions—The Transactions—SciPlay Parent LLC Agreement."
Registration Rights Agreement		Pursuant to the Registration Rights Agreement, we will agree to register the resale of the shares of our Class A common stock that are issuable to the SG Members upon a redemption or exchange of its LLC Interests pursuant to the SciPlay Parent LLC Agreement. See "Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement."

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Tax Receivable Agreement		We will enter into the TRA with SciPlay Parent LLC and the SG Members, which will provide for the payment by us to the SG Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in the tax basis of assets of SciPlay Parent LLC (a) in connection with this offering, (b) resulting from any redemptions or exchanges of LLC Interests pursuant to the SciPlay Parent LLC Agreement or (c) resulting from certain distributions (or deemed distributions) by SciPlay Parent LLC and (ii) certain other tax benefits related to our making of payments under the TRA. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the tax savings associated with the purchase of LLC Interests in connection with this offering, together with future redemptions or exchanges of all remaining LLC Interests not owned by SciPlay pursuant to the SciPlay Parent LLC Agreement as described above, would aggregate to approximately $484.1 million over 20 years from the date of this offering based on the assumed initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming all future redemptions or exchanges would occur one year after this offering. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or approximately $411.5 million, over the 20-year period from the date of this offering. If we were to elect to terminate the TRA immediately after this offering (including the use of proceeds to us therefrom), based on the assumed initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $315.7 million in the aggregate under the TRA. See "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement."
Reserved share program		At our request, the underwriters have reserved for sale, at the initial public offering price, up to 3% of the shares offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

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Risk factors		Investing in shares of our Class A common stock involves risk. See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.
Proposed NASDAQ Global Select Market symbol		"SCPL."

Unless we specifically state otherwise or the context otherwise requires, the share information in this prospectus is as of December 31, 2018, and reflects or assumes:

•: the completion of the organizational transactions as described under "The Transactions;"
•: the offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and
•: the underwriters' option to purchase up to an additional 3,300,000 shares of Class A common stock from us is not exercised.

Unless we specifically state otherwise or the context otherwise requires, the share information in this prospectus does not give effect to or reflect the issuance of:

•: 6,500,000 shares of Class A common stock reserved for future grants or for sale under our Long-Term Incentive Plan as described in "Executive Compensation Long-Term Incentive Plan;" or
•: 104,400,000 shares of Class A common stock reserved as of the closing of this offering for future issuance upon redemption or exchange of LLC Interests by the SG Members in accordance with the terms of the SciPlay Parent LLC Agreement.

In connection with this offering, our board of directors approved the grant of performance-conditioned restricted stock units, or PRSUs, including to our named executive officers and certain non-employee members of our board of directors (in respect of additional non-board services). The number of PRSUs will be equal to an aggregate of $59 million, divided by the initial public price of a share of our Class A common stock in this offering, and their vesting will generally be subject to the achievement of specified revenue and EBITDA goals in 2020 and/or 2022, subject to certain adjustments. Additionally, our board of directors approved a transaction award pool in an aggregate amount of $750,000, to reward employees of our company and its affiliates whose efforts have been, and will continue to be, instrumental in preparing for and executing this offering. Such transaction awards will be granted in the form of equity-based awards, effective upon the consummation of this offering, based on the initial public offering price of a share of our Class A common stock in this offering. See "Executive Compensation—Our Compensation Plans and Programs Following the Consummation of this Offering."

As described in "Use of Proceeds," we intend to use the net proceeds of this offering to purchase LLC Interests from SG Holding I and SciPlay Parent LLC, at a purchase price per interest equal to the initial public offering price per share of Class A common stock less the underwriting discount, as follows:

•: $255.0 million to purchase LLC Interests from SG Holding I, which amount will be used by SG Holding I to make the Upfront License Payment required under the IP License Agreement;

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•: $10.0 million to purchase LLC Interests from SciPlay Parent LLC, which amount will be used by SciPlay Parent LLC to pay fees and expenses in connection with the Transactions, including this offering;
•: $20.0 million to purchase LLC Interests from SciPlay Parent LLC, which amount will be used by SciPlay Parent LLC for general corporate purposes, including to pay a portion of contingent acquisition consideration that may become payable as a result of this offering; and
•: $25.2 million to purchase LLC Interests from SG Holding I (based on the assumed offering and sale of an aggregate of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus).

To the extent the net proceeds from this offering are not sufficient to cover the amounts described above, we will prioritize the payments in the order listed above with respect to the Upfront License Payment, the fees and expenses in connection with the Transactions and the general corporate purposes for SciPlay Parent LLC. If the net proceeds are still not sufficient to cover those items, we will fund the difference using our cash on hand and, if necessary, borrowings under the Revolver, and will not purchase the LLC Interests from SG Holding I described in the last bullet listed above in this paragraph. To the extent the net proceeds from this offering are greater than the amounts described in the bullets above in this paragraph, we will use the remainder to purchase additional LLC Interests from SG Holding I. We will not have any ability to control how SG Holding I uses any such amounts in excess of the amount received to make the Upfront License Payment. Based on the assumed offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we expect we would purchase a total of 19,872,340 LLC Interests from SG Holding I. Each increase (decrease) of 1,000,000 in the number of LLC Interests purchased from SG Holding I by us would decrease (increase) by 1,000,000 the number of shares of Class B common stock held by SG Holding I following this offering and decrease (increase) the voting power in us held by the SG Members following this offering by 0.1 percentage points.

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SUMMARY ACTUAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the summary consolidated financial and other data for SG Social Holding Company II, LLC and its subsidiaries (including SciPlay Parent Company, LLC), and summary pro forma condensed consolidated financial data for SciPlay Corporation. SG Social Holding Company II, LLC is the predecessor of the issuer, SciPlay Corporation, for financial reporting purposes. The summary consolidated statement of income data for the years ended December 31, 2018 and 2017 and the summary consolidated balance sheet data as of December 31, 2018 are derived from the audited consolidated financial statements of SG Social Holding Company II, LLC and its subsidiaries included in this prospectus.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements of SG Social Holding Company II, LLC and the accompanying notes appearing elsewhere in this prospectus.

The summary unaudited pro forma consolidated financial data of SciPlay Corporation presented below have been derived from our unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma condensed consolidated balance sheet reflects the Transactions, including the consummation of this offering as described in this prospectus, as if they occurred on December 31, 2018, while the unaudited pro forma condensed consolidated statement of income gives effect to the Transactions, including the consummation of this offering as described in this prospectus, as if they occurred on January 1, 2018. The unaudited pro forma financial information includes various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions, including the consummation of this offering as described in this prospectus, taken place on the dates indicated, or of the results that may be expected to occur in any future period. See "Unaudited Pro Forma Condensed Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

The summary consolidated financial and other data of SciPlay Corporation have not been presented, as SciPlay Corporation is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

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	SG Social Holding Company II, LLC					Pro Forma SciPlay Corporation ⁽¹⁾

	Year Ended December 31,					Year Ended December 31,
(in millions, except share and per share data)	2018		2017			2018
Statement of Income Data:
Revenue	$	416.2	$	361.4		$	416.2
Operating expenses:
Cost of revenue ⁽²⁾ ⁽⁷⁾		160.4		138.6			134.3
Sales and marketing ⁽²⁾		105.7		86.7			105.7
General and administrative ⁽²⁾		34.5		44.5			34.5
Research and development ⁽²⁾		25.6		26.5			25.6
Depreciation and amortization		15.1		17.0			15.1
Contingent acquisition consideration		27.5		—			27.5
Restructuring and other		1.0		0.3			1.0

Operating income		46.4		47.8			72.5

Other income (expense):
Other income (expense), net		3.0		(2.6	)		2.2

Total other income (expense)		3.0		(2.6	)		2.2

Net income before income taxes		49.4		45.2			74.7
Income tax expense		10.4		22.1			2.1

Net income ⁽⁷⁾	$	39.0	$	23.1			72.6



Less: net income attributable to non-controlling interest							(62.5	)

Net income attributable to SciPlay Corporation						$	10.1



Net income per share:
Basic						$	0.46



Diluted						$	0.46



Weighted-average shares used to compute net income per share:
Basic							22,000,000



Diluted							22,000,000

	SG Social Holding Company II, LLC

	Year Ended December 31,
(in millions, except ARPDAU and percentages)	2018			2017
Selected Other Data:
AEBITDA ⁽³⁾ ⁽⁷⁾	$	94.0		$	69.4
Net income margin ⁽⁴⁾		9.4	%		6.4	%
AEBITDA margin ⁽³⁾		22.6	%		19.2	%
Average MAU ⁽⁵⁾		8.3			7.6
Average DAU ⁽⁵⁾		2.6			2.5
ARPDAU ⁽⁵⁾	$	0.43		$	0.40
Mobile penetration ⁽⁵⁾		78	%		72	%

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	SG Social Holding Company II, LLC		SciPlay Corporation ⁽¹⁾⁽⁶⁾

	Actual		Pro Forma
(in millions)	As of December 31, 2018		As of December 31, 2018
Balance Sheet Data:
Cash and cash equivalents	$	10.0	$	30.1
Total assets		194.9		283.3
Total contingent acquisition consideration liability		29.3		29.3
Total Parent's/Stockholders' equity		138.6		163.9

(1)

Gives pro forma effect to the Transactions, including the offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. See the section titled "Unaudited Pro Forma Condensed Consolidated Financial Statements" for pro forma adjustments reflected and related methodologies applied in deriving SciPlay Corporation's Pro Forma Condensed Consolidated Statements of Income and Balance Sheet.

(2)

Excluding Depreciation and amortization.

(3)

Adjusted EBITDA, or AEBITDA, as used herein, is a non-GAAP financial measure that is presented as supplemental disclosure and is reconciled to net income as the most directly comparable GAAP measure as set forth in the below table. We define AEBITDA to include net income before: (1) interest; (2) income taxes; (3) depreciation and amortization expense; (4) contingent acquisition consideration; (5) restructuring and other, which includes charges or expenses attributable to: (a) employee severance; (b) management changes; (c) restructuring and integration; (d) M&A and other, which includes: (i) M&A transaction costs; (ii) purchase accounting adjustments; (iii) unusual items (including certain legal settlements) and (iv) other non-cash items; and (e) cost-savings initiatives; (6) stock-based compensation expense; (7) loss (gain) on debt financing transactions; and (8) other non-operating expenses (income) including foreign currency (gains) and losses. We also use AEBITDA margin, which we calculate as AEBITDA as a percentage of revenue.

Our management uses AEBITDA and AEBITDA margin to, among other things: (i) monitor and evaluate the performance of our business operations; (ii) facilitate our management's internal comparisons of our historical operating performance and (iii) analyze and evaluate financial and strategic planning decisions regarding future operating investments and operating budgets. In addition, our management uses AEBITDA and AEBITDA margin to facilitate management's external comparisons of our results to the historical operating performance of other companies that may have different capital structures and debt levels.

Our management believes that AEBITDA and AEBITDA margin are useful as they provide investors with information regarding our financial condition and operating performance that is an integral part of our management's reporting and planning processes. In particular, our management believes that AEBITDA is helpful because this non-GAAP financial measure eliminates the effects of restructuring, transaction, integration or other items that management believes have less bearing on our ongoing underlying operating performance. Management believes AEBITDA margin is useful as it provides investors with information regarding the underlying operating performance and margin generated by our business operations.

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The following table reconciles net income to AEBITDA:

	SG Social Holding Company II, LLC

	Year Ended December 31,
(in millions, except percentages)	2018			2017
Net income ⁽⁷⁾	$	39.0		$	23.1
Contingent acquisition consideration		27.5			—
Restructuring and other		1.0			0.3
Depreciation and amortization		15.1			17.0
Other (income) expense, net		(3.0	)		2.6
Income tax expense		10.4			22.1
Stock-based compensation		4.0			4.3

AEBITDA ⁽⁷⁾	$	94.0		$	69.4



Revenue	$	416.2		$	361.4

AEBITDA margin		22.6	%		19.2	%

(4): Net income margin represents net income as a percentage of revenue, and is the most directly comparable GAAP measure to AEBITDA margin described above.
(5): See the definition of key performance indicators in "Management's Discussion and Analysis of Financial Condition and Results of Operations."
(6): Each $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total Parent's/stockholders' equity by approximately $20.7 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the corresponding estimated underwriting discount. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the amount of total Parent's/stockholders' equity by approximately $14.1 million, assuming an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the corresponding estimated underwriting discount. Due to our expected use of proceeds as described in "Use of Proceeds," we do not expect our pro forma cash and cash equivalents or total assets to increase beyond the amounts in the table above. Our pro forma cash and cash equivalents and total assets will be less than the amounts shown above to the extent the proceeds from this offering are not sufficient for us to purchase up to $20.0 million in LLC Interests from SciPlay Parent LLC for use by SciPlay Parent LLC for general corporate purposes as described in "Use of Proceeds."
(7): The years ended December 31, 2018 and 2017 include $26.1 million and $23.6 million, respectively, in intellectual property royalties paid to Scientific Games for use of its intellectual property, which are included in cost of revenue. Under the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. Under the terms of the IP License Agreement, we will continue to receive a license under third-party intellectual property licensed to Bally Gaming or its affiliates, and we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks, together with all the other information in this prospectus, including our financial statements and notes thereto, before you invest in our Class A common stock. If any of the following risks actually materializes, our results of operations, cash flows and financial condition could be adversely affected. As a result, the trading price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

Our growth depends on our ability to attract and retain players, and the loss of our players, or failure to attract new players, could materially and adversely affect our business.

Our ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new players to our games, and retain existing players of our games. Achieving growth in our community of players may require us to increasingly engage in sophisticated and costly sales and marketing efforts that may not result in additional players.

In addition, our ability to increase the number of players of our games will depend on continued player adoption of social casino and other forms of casual gaming. Growth in the social gaming industry and the level of demand for and market acceptance of our games are subject to a high degree of uncertainty. We cannot assure that player adoption of social gaming and our games will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our technology platform to comply with those standards, we may need players to take certain actions to continue playing, such as downloading a new game client, performing age gating checks or accepting new terms and conditions. Players may stop using our games and related services at any time, including if the quality of the player experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the player experience generally offered by competitive games and services. In addition, expenditures by players tend to fluctuate seasonally, particularly during the summer months, and may reflect overall economic conditions.

We face competition for leisure time, attention and discretionary spending of our players. Other forms of leisure time activities, such as offline, traditional online, personal computer and console games, television, movies, sports and the internet, are much larger and more well-established options for consumers. Consumer tastes and preferences for leisure time activities are also subject to sudden or unpredictable change on account of new innovations. If consumers do not find our games to be compelling or if other existing or new leisure time activities are perceived by our players to offer greater variety, affordability, interactivity and overall enjoyment, our business could be materially and adversely affected.

We rely on third-party platforms to make our games available to players and to collect revenue.

Our social gaming offerings operate through Apple, Google, Facebook and Amazon, which also serve as significant online distribution platforms for our games. In 2018 and 2017, all of our revenue was generated by players using those platforms. Consequently, our expansion and prospects depend on our continued relationships with these providers, and any emerging platform providers that are widely adopted by our target player base. We are subject to the standard terms and conditions that these platform providers have for application developers, which govern the promotion, distribution and

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operation of games and other applications on their platforms, and which the platform providers can change unilaterally on short or without notice. Our business would be harmed if:

•: the platform providers discontinue or limit our access to their platforms;
•: governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms;
•: the platforms decline in popularity;
•: the platforms modify their current discovery mechanisms, communication channels available to developers, respective terms of service or other policies, including fees;
•: the platforms impose restrictions or make it more difficult for players to buy virtual currency; or
•: the platforms change how the personal information of players is made available to developers or develop their own competitive offerings.

If alternative platforms increase in popularity, we could be adversely impacted if we fail to create compatible versions of our games in a timely manner, or if we fail to establish a relationship with such alternative platforms. Likewise, if our platform providers alter their operating platforms, we could be adversely impacted as our offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become compatible. If our platform providers were to develop competitive offerings, either on their own or in cooperation with one or more competitors, our growth prospects could be negatively impacted. If our platform providers do not perform their obligations in accordance with our platform agreements, we could be adversely impacted.

In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their features that permit our players to purchase virtual currency. For example, in the second and third quarters of 2018, we were negatively impacted by data privacy protection changes implemented by Facebook, which impaired our players' ability to access their previously acquired virtual currency and purchase additional virtual currency. If similar events recur on a prolonged basis or other similar issues arise that impact players' ability to download our games, access social features or purchase virtual currency, it could have a material adverse effect on our revenue, operating results and brand.

Our free-to-play business model depends on the optional purchases of virtual currency to supplement the availability of periodically offered free virtual currency.

We derive nearly all of our revenue from the sale of virtual currency used to play our games. Our games are available to players for free, and we generally generate revenue from them only if they voluntarily purchase virtual currency above and beyond the level of free virtual currency provided periodically as part of the game. If we fail to offer games that attract purchases of virtual currency, or if we fail to properly manage the economics of free versus paid currency, our business, financial condition and results of operations could be materially and adversely affected.

A small number of games has generated a majority of our revenue, and we must continue to launch and enhance games that attract and retain a significant number of paying players in order to grow our revenue and sustain our competitive position.

Historically, we have depended on a small number of games for a majority of our revenue, and we expect that this dependency will continue for the foreseeable future. In particular, Jackpot Party Casino has accounted for a substantial portion of our revenue since its launch in 2012, including 49% of our revenue in 2017 and 44% of our revenue in 2018, and we expect it to continue to do so over the next several years. Our growth depends on our ability to consistently launch new games that achieve

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significant popularity. Each of our games generally requires significant research and development, engineering, marketing and other resources to develop, launch and sustain via regular upgrades and expansions, and such costs on average have increased. Our ability to successfully and timely launch, sustain and expand games and attract and retain paying players largely depends on our ability to:

•: anticipate and effectively respond to changing game player interests and preferences;
•: anticipate or respond to changes in the competitive landscape;
•: develop, sustain and expand games that are fun, interesting and compelling to play and on which players want to spend money;
•: retain rights to the intellectual property rights of third parties, including Scientific Games;
•: build and maintain our brand and reputation;
•: effectively market new games and enhancements to our existing players and new players;
•: minimize launch delays and cost overruns on new games and game expansions;
•: minimize downtime and other technical difficulties; and
•: acquire high-quality assets, personnel and companies.

It is difficult to consistently anticipate player demand on a large scale, particularly as we develop new games in new markets, including the hypercasual gaming market, international markets and new mobile platforms. If we do not successfully launch games that attract and retain a significant number of paying players and extend the life of our existing games, our market share, reputation and financial results could be harmed. In addition, if the popularity of Jackpot Party Casino or any of our other top games decreases significantly, that would have a material adverse effect on our results of operations, cash flows and financial condition.

Moreover, it is difficult to predict the problems we may encounter in innovating and introducing new games, and we may need to devote significant resources to the creation, support and maintenance of our games and services. Under the IP License Agreement, our right to use any intellectual property created or acquired by Bally Gaming or its affiliates, or licensed by third parties to Bally Gaming, after the third anniversary of the date of the IP License Agreement, will be limited to use in our currently available games. This limit will also extend to derivative works of, or improvements to, intellectual property licensed to us under the IP License Agreement that are developed after the third anniversary of the date of the IP License Agreement (including by us), as such derivative works and improvements will be assigned to Bally Gaming and licensed back to us pursuant to the terms of the IP License Agreement. We cannot assure that we will be able to obtain a license for the use of any such intellectual property in our new games on commercially reasonable terms, if at all.

We cannot assure that our initiatives to improve our player experience will always be successful. We also cannot predict whether our new games or service offerings will be well received by players, or whether improving our technology will be successful or sufficient to offset the costs incurred to develop and market these games, services or technology.

We rely on a small percentage of our players for nearly all of our revenue.

A small percentage of our players account for nearly all of our revenue. For example, in 2017, 5.3% of our players made purchases in our games, and in 2018, 5.5% of our players made purchases in our games. However, we lose paying players in the ordinary course of business, and they may stop making purchases in our games or playing our games altogether at any time. In order to sustain or increase our revenue levels, we must attract new paying players or increase the amount our players pay. To retain paying players, we must devote significant resources so that the games they play retain their

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interest and attract them to our other games. Our new games may also attract players away from our existing games. If we fail to grow or sustain the number of our paying players, or if the rate at which we add paying players declines or if the average amount our paying players pay declines, our results of operations, cash flows and financial condition could be adversely impacted.

Our success depends upon our ability to adapt to, and offer games that keep pace with, changing technology and evolving industry standards.

Our success depends upon our ability to attract and retain players, which is largely driven by maintaining and increasing the quantity and quality of social games. To satisfy players, we need to continue to improve their experience and innovate and introduce games that players find useful and that cause them to return to our suite of games more frequently. This includes continuing to improve our technology to optimize search results for our games, tailoring our game offerings to additional geographic and market segments, and improving the user-friendliness of our games and our ability to provide high-quality support. Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce new and enhanced games on a timely basis or at all is a significant factor affecting our ability to remain competitive and expand and attract new players. We cannot assure that we will achieve the necessary technological advances or have the financial resources needed to introduce new games on a timely basis or at all.

Our players depend on our support organization to resolve any issues relating to our games. Our ability to provide effective support is largely dependent on our ability to attract, resource, and retain employees who are not only qualified to support players of our games, but are also well versed in our games. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation, adversely affect our ability to sell virtual currency within our games to existing and prospective players, and could adversely impact our results of operations, cash flows and financial condition.

We operate in a highly competitive industry, and our success depends on our ability to effectively compete.

Social gaming, which includes social casinos and from which we derive substantially all of our revenue, is a rapidly evolving industry with low barriers to entry. Businesses can easily launch online or mobile platforms and applications at nominal cost by using commercially available software or partnering with various established companies in these markets. The market for our games is also characterized by rapid technological developments, frequent launches of new games, changes in player needs and behavior, disruption by innovative entrants and evolving business models and industry standards. As a result, our industry is constantly changing games and business models in order to adopt and optimize new technologies, increase cost efficiency and adapt to player preferences.

Successful execution of our strategy depends on our continuous ability to attract and retain players, adapt to the emergence of new mobile hardware or operating systems, expand the market for our games, maintain a technological edge and offer new capabilities to players. We also compete with social gaming companies, including those that offer social casinos such as Playtika, Zynga, DoubleU and others, that have no connection to regulated real money gaming, and many of those companies have a base of existing players that is larger than ours. In some cases, we compete against real money gaming operators who have expanded their games to include social casinos and leverage their land-based gaming relationship with Scientific Games to license social casino content from Scientific Games, although such rights will be limited in scope by the IP License Agreement. In those cases, customers of such real money gaming operators may choose to play our content as it is offered by the operator and not as it is offered by our social casino games, detrimentally impacting our results.

Some of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories, greater financial, technical, and other resources

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and, in some cases, the ability to rapidly combine online platforms with traditional staffing and contingent worker solutions. These companies may use these advantages to develop different platforms and services to compete with our games, spend more on advertising and brand marketing, invest more in research and development or respond more quickly and effectively than we do to new or changing opportunities, technologies, standards, regulatory conditions or player preferences or requirements. As a result, our players may decide to stop playing our games or switch to our competitors' games.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future third-party suppliers. By doing so, these competitors may increase their ability to meet the needs of existing or prospective freelancers and players. These developments could limit our ability to obtain revenue from existing and new buyers. If we are unable to compete effectively, successfully and at reasonable cost against our existing and future competitors, our results of operations, cash flows and financial condition could be adversely impacted.

We offer players regular free play and frequent discounts for purchases of virtual coins to extend play in connection with our business. We cannot assure that competitive pressure will not cause us to increase the incentives that we offer to our players, which could adversely impact our results of operations, cash flows and financial condition.

Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations.

There is significant opposition in some jurisdictions to interactive social gaming, including social casinos. Some states or countries have anti-gaming groups that specifically target social casino games. Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casinos specifically. These could result in a prohibition on interactive social gaming or social casinos altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition. We cannot predict the likelihood, timing, scope or terms of any such legislation or regulation or the extent to which they may affect our business.

In a recent case, the United States Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors should be considered illegal gambling under Washington state law. Similar lawsuits have been filed against other defendants, including Scientific Games Corporation. For example, in April 2018, a putative class action lawsuit was filed in federal district court alleging substantially the same causes of action against our social casino games. In December 2018, the federal district court assigned to the litigation denied Scientific Games Corporation's motion to dismiss the plaintiff's complaint and, in January 2019, Scientific Games Corporation filed its answer and affirmative defenses to the putative class action complaint. See "—Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition" and "Business—Legal Proceedings."

In September 2018, sixteen gambling regulators signed a declaration expressing concern over the blurring of lines between gambling and video game products, including social casino gaming. The regulators committed to work together to analyze the characteristics of video games and social gaming, and to engage in an informed dialogue with the video game and social gaming industries to ensure the appropriate and efficient implementation of applicable laws and regulations. The regulators also indicated they would work closely with their consumer protection enforcement agencies. We cannot predict the likelihood, timing, scope or terms of any actions taken as a result of the declaration.

Consumer protection concerns regarding games such as ours have been raised in the past and may again be raised in the future. Such concerns could lead to increased scrutiny over the manner in which our games are designed, developed, distributed and presented. We cannot predict the likelihood,

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timing or scope of any concern reaching a level that will impact our business, or whether we would suffer any adverse impacts to our results of operations, cash flows and financial condition.

We may share part of the regulatory burdens of our parent, Scientific Games.

The majority of our voting power has been and, following this offering will continue to be, held by wholly owned subsidiaries of Scientific Games, and we will enter into the Intercompany Services Agreement, the IP License Agreement, the Registration Rights Agreement and the TRA with one or more of Scientific Games and its affiliates. Scientific Games and its affiliates hold many privileged licenses in jurisdictions around the world, allowing them to operate as gambling equipment and service suppliers. Regulators that issue such licenses have broad investigative powers and could ask for information from our majority stockholder, the entities from which we license intellectual property and their affiliates. Scientific Games and its affiliates, including SciPlay Parent LLC and its subsidiaries, will be obligated to cooperate with the investigations of such regulators. Such licenses may limit the operations and activities of subsidiaries and affiliates of Scientific Games, including SciPlay Parent LLC and its subsidiaries.

Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties

We collect, process, store, use and share data, some of which contains personal information. Our business is therefore subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission, sharing and protection of personal information and other consumer data. Such laws and regulations may be inconsistent among countries or conflict with other rules. In particular, the European Union, or EU, has adopted strict data privacy and security regulations. Following recent developments, such as the European Court of Justice's 2015 ruling that the transfer of personal data from the EU to the U.S. under the EU/U.S. Safe Harbor was an invalid mechanism of personal data transfer, the adoption of the EU-U.S. Privacy Shield as a replacement for the Safe Harbor, and the effectiveness of the EU's General Data Protection Regulation, or GDPR, as of May 2018, data privacy and security compliance in the EU are increasingly complex and challenging. The GDPR created new compliance obligations applicable to our business and some of our players, which could cause us to change our business practices, and increases financial penalties for noncompliance (including possible fines of up to four percent of global annual revenue for the preceding financial year or €20 million (whichever is higher) for the most serious violations). The scope of data privacy and security regulations worldwide continues to evolve, and we believe that the adoption of increasingly restrictive regulations in this area is likely within the U.S. and other jurisdictions. For example, in June 2018, California enacted the California Consumer Privacy Act, or CCPA, which is presently going into effect on January 1, 2020. When effective, the new law will, among other things, require new disclosures to California consumers, impose new rules for collecting or using information about minors, and afford consumers new abilities to opt out of certain disclosures of personal information. California legislators have stated that they intend to propose amendments to the CCPA before it goes into effect, and it remains unclear what, if any, modifications will be made to this legislation or how it will be interpreted. The U.S. Congress may also pass a law to preempt all or part of the CCPA. As passed, the effects of the CCPA potentially are significant, however, and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply. There currently are a number of proposals related to data privacy or security pending before federal, state, and foreign legislative and regulatory bodies. For example, the European Union is contemplating the adoption of the Regulation on Privacy and Electronic Communications, which is expected to take effect in 2019, that would govern data privacy and the protection of personal data in electronic communications, in particular for direct marketing purposes. Efforts to comply with these and other data privacy and security restrictions that may be enacted could require us to modify our data processing practices and

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policies and increase the cost of our operations. Failure to comply with such restrictions could subject us to criminal and civil sanctions and other penalties. In part due to the uncertainty of the legal climate, complying with regulations, and any applicable rules or guidance from self-regulatory organizations relating to privacy, data protection, information security and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may compromise our growth strategy, adversely affect our ability to attract or retain players, and otherwise adversely affect our business, financial condition and operating results.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to us may limit the adoption and use of, and reduce the overall demand for, our games. Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our players' data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

We rely on the ability to use the intellectual property rights of Scientific Games and other third parties, including the third-party intellectual property rights licensed to Scientific Games that we have enjoyed as an indirect subsidiary of Scientific Games, and we may lose the benefit of any intellectual property owned by or licensed to Scientific Games if it ceases to hold certain minimum percentages of the voting power in our company.

Substantially all of our games rely on products, technologies and other intellectual property that are licensed from Scientific Games and other third parties. Since September 2016, we have been party to an intercompany license agreement with Scientific Games pursuant to which we receive the right to use certain patents, brands, trademarks and other intellectual property owned by or licensed to Scientific Games. In addition, as an indirect subsidiary of Scientific Games, we benefit from intellectual property licensed to Scientific Games for the benefit of it and its subsidiaries. Under the IP License Agreement and as a subsidiary of Scientific Games following the Transactions, we expect, but cannot guarantee that we will be able to continue to receive those rights on favorable or reasonable terms, and licensors may have approval rights over any future sublicenses by Scientific Games. The IP License Agreement has a change of control provision that requires Bally Gaming's consent, not to be unreasonably withheld, in the event of changes of control of our company that are not initiated by Scientific Games. Bally Gaming could reasonably withhold its consent, and therefore have the right to terminate the IP License Agreement, if, for example, a competitor of Scientific Games were to acquire more than 50% of the voting power in our company. If Bally Gaming were to exercise this termination right, we would lose the benefit of any intellectual property licensed to us under the IP License Agreement, which is essential to our business, including any intellectual property that we develop, to the extent it is an improvement, enhancement, modification, or derivative work of any intellectual property licensed to us under the IP License Agreement. Any transaction that results in Scientific Games ceasing to hold at least 50% of the voting power in our company will be considered a change of control transaction requiring Bally Gaming's consent, except for: (i) transactions initiated by Scientific

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Games, or (ii) decreases in voting power resulting from (a) Scientific Games selling any ownership interests in our company, either privately or through additional public offerings, or (b) any future issuance of additional shares of our capital stock. In addition, our rights to any third-party intellectual property licensed to Bally Gaming or its affiliates and sublicensed to us under the IP License Agreement are subject to any change of control provisions in the applicable third-party license. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."

Further, even absent termination of the IP License Agreement, if Scientific Games ceases to hold at least 50% of the voting power in our company, or such other percentage as may be required by a specific third-party license between the applicable third party and Scientific Games, we may also lose the benefit of any intellectual property licensed to Scientific Games for the benefit of it or its subsidiaries. We have little control over future amendments or renewals of third-party licenses to which we are not a party, and such amendments and renewals may affect the ability of Scientific Games to sublicense such third-party intellectual property rights to us, or our ability to benefit directly from such intellectual property without a sublicense as a subsidiary of Scientific Games.

The future success of our business will depend, in part, on our ability to obtain, retain or expand licenses for technologies and services in a competitive market. We cannot assure that these third-party licenses, including the IP License Agreement, or support for such licensed technologies and services, will continue to be available to us on commercially reasonable terms, if at all. In the event that we lose the benefit of, or cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the technologies and services that include or incorporate the licensed intellectual property. In addition, while we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to the IP License Agreement, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Some of our license agreements contain minimum guaranteed royalty payments to the third party, and other agreements are sublicenses where such payment obligations are passed on to us by the sublicensor, including under the IP License Agreement. If we are unable to generate sufficient revenue to offset the minimum guaranteed royalty payments, it could have a material adverse effect on our results of operations, cash flows and financial condition. Our license agreements, including both direct licenses and sublicensing arrangements, typically contain customary restrictions on our ability to use or transfer the licensed rights, including in connection with certain strategic transactions, such as a change of control of the licensee. Although we believe that we are complying with our obligations under these license agreements and do not believe them to be in jeopardy of being terminated, we cannot assure that any or all of these license agreements in fact will remain in effect. Under certain of these agreements, the licensor has the right to audit our use of their intellectual property. Disputes with licensors over uses or terms could result in the payment of additional royalties or penalties by us, cancellation or non-renewal of the underlying license or litigation.

Our business depends on the protection of our proprietary information and our owned and licensed intellectual property.

We believe that our success depends, in part, on protecting our owned and licensed intellectual property in the U.S. and in foreign countries. Our intellectual property includes certain trademarks and copyrights relating to our games, and proprietary or confidential information that is not subject to formal intellectual property protection. Intellectual property that is significant to our business is owned by Scientific Games and other third parties. Our success may depend, in part, on our and our licensors' ability to protect the trademarks, trade dress, names, logos or symbols under which we market our games and to obtain and maintain patent, copyright and other intellectual property protection for the technologies, designs, software and innovations used in our games and our business. We cannot assure that we will be able to build and maintain consumer value in our trademarks, copyrights or other intellectual property protection in our technologies, designs, software and innovations or that any patent, trademark, copyright or other intellectual property right will provide us with competitive advantages.

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We also rely on trade secrets and proprietary knowledge. We enter into confidentiality agreements with our employees and independent contractors regarding our trade secrets and proprietary information, but we cannot assure that the obligation to maintain the confidentiality of our trade secrets and proprietary information will be honored.

In the future we may make, claims of infringement against third parties, or make claims that third-party intellectual property rights are invalid or unenforceable. These claims could:

•: cause us to incur greater costs and expenses in the protection of our intellectual property;
•: potentially negatively impact our intellectual property rights, for example, by causing one or more of our intellectual property rights to be ruled or rendered unenforceable or invalid; or
•: divert management's attention and our resources.

The intellectual property rights of others may prevent us from developing new games, entering new markets or may expose us to liability or costly litigation.

Our success depends in part on our ability to continually adapt our games to incorporate new technologies and to expand into markets that may be created by new technologies. If technologies are protected by the intellectual property rights of our competitors or other third parties, we may be prevented from introducing games based on these technologies or expanding into markets created by these technologies.

We cannot assure that our business activities and games will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against us. A successful claim of infringement by a third party against us, our games or one of our licensees in connection with the use of our technologies, or an unsuccessful claim of infringement made by us against a third party or its products or games, could adversely affect our business or cause us financial harm. Any such claim and any resulting litigation, should it occur, could:

•: be expensive and time-consuming to defend or require us to pay significant amounts in damages;
•: result in invalidation of our proprietary rights or render our proprietary rights unenforceable;
•: cause us to cease making, licensing or using games that incorporate the intellectual property;
•: require us to redesign, reengineer or rebrand our games or limit our ability to bring new games to the market in the future;
•: require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to use a product or process;
•: impact the commercial viability of the games that are the subject of the claim during the pendency of such claim; or
•: require us to stop selling the infringing games.

Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information or the information of our players and expose us to liability, which would cause our business and reputation to suffer.

We believe that our success depends, in large part, on providing secure games to our players. Our business sometimes involves the storage, processing and transmission of players' proprietary, confidential and personal information. We also maintain certain other proprietary and confidential information relating to our business and personal information of our personnel. Despite our security measures, our games may be vulnerable to attacks by hackers, players, vendors or employees or

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breached due to malfeasance or other disruptions. Any security breach or incident that we experience could result in unauthorized access to, misuse of, or unauthorized acquisition of our or our players' data, the loss, corruption or alteration of this data, interruptions in our operations, or damage to our computers or systems or those of our players or third-party platforms. Any of these could expose us to claims, litigation, fines and potential liability.

An increasing number of online services have disclosed security breaches, some of which have involved sophisticated and highly targeted attacks on portions of their services. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, public perception of the effectiveness of our security measures and brand could be harmed, and we could lose players. Data security breaches and other data security incidents may also result from non-technical means, for example, actions by employees or contractors. Any compromise of our security could result in a violation of applicable privacy and other laws, regulatory or other governmental investigations, enforcement actions, and legal and financial exposure, including potential contractual liability that is not always limited to the amounts covered by our insurance. Any such compromise could also result in damage to our reputation and a loss of confidence in our security measures. Any of these effects could have a material adverse impact on our results of operations, cash flows and financial condition.

Our ability to prevent anomalies and monitor and ensure the quality and integrity of our games and software is periodically reviewed and enhanced, but may not be sufficient to prevent future attacks, breaches or disruptions. Similarly, we regularly assess the adequacy of our security systems, including the security of our games and software to protect against any material loss to any of our players and the integrity of our games to players. However, we cannot assure that our business will not be affected by a security breach or lapse.

If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences.

Our information technology may be subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking, employee error or malfeasance or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Experienced computer programmers and hackers may be able to penetrate our security controls and misappropriate or compromise sensitive personal, proprietary or confidential information, create system disruptions or cause shutdowns. They also may be able to develop and deploy malicious software programs that attack our systems or otherwise exploit any security vulnerabilities. Our systems and the data stored on those systems may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and the data stored on those systems, and the data of our business partners. Further, third parties, such as hosted solution providers, that provide services to the Company, could also be a source of security risks in the event of a failure of their own security systems and infrastructure.

The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber incident could be significant. Our remediation efforts may not be successful and could result in interruptions, delays or cessation of service, and loss of existing or potential suppliers or players. As threats related to cyber-attacks develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure, which may impact our results of operations. Although we have insurance coverage for protecting against cyber-attacks, it may not be sufficient to cover all possible claims, and we may suffer losses that could have a material adverse effect on our

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business. We could also be negatively impacted by existing and proposed U.S. and non-U.S. laws and regulations, and government policies and practices related to cybersecurity, data privacy, data localization and data protection.

We rely on information technology and other systems, and any failures in our systems or errors, defects or disruptions in our games could diminish our brand and reputation, subject us to liability and could disrupt our business and adversely impact our results.

We rely on information technology systems that are important to the operation of our business, some of which are managed by third parties. These third parties are typically under no obligation to renew agreements and there is no guarantee that we will be able to renew these agreements on commercially reasonable terms, or at all. These systems are used to process, transmit and store electronic information, to manage and support our business operations and to maintain internal control over our financial reporting. In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, and regulations. We could encounter difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches. Among other things, our systems are susceptible to damage, outages, disruptions or shutdowns due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, denial of service attacks and similar events. Any failures in our computer systems or telecommunications services could affect our ability to operate our games or otherwise conduct business.

A meaningful portion of our game traffic is hosted by third-party data centers, such as Amazon Web Services, or AWS. Such third parties provide us with computing and storage capacity, and AWS is under no obligation to renew the agreements related to these services with us on commercially reasonable terms or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities and we may incur significant costs and possible lengthy service interruptions in connection with doing so, potentially causing harm to our reputation. If a game is unavailable or operates more slowly than anticipated when a player attempts to access it, that player may stop playing the game and be less likely to return to the game.

Portions of our information technology infrastructure, including those operated by third parties, may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive and resource-intensive. We have no control over third parties that provide services to us and those parties could suffer problems or make decisions adverse to our business. We have contingency plans in place to prevent or mitigate the impact of these events. However, such disruptions could materially and adversely impact our ability to deliver games to players and interrupt other processes. If our information systems do not allow us to transmit accurate information, even for a short period of time, to key decision-makers, the ability to manage our business could be disrupted and our results of operations, cash flows and financial condition could be materially and adversely affected. Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.

Substantially all of our games rely on data transferred over the internet, including wireless internet. Access to the internet in a timely fashion is necessary to provide a satisfactory player experience to the players of our games. Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of our data transmissions, with or without reason, causing an adverse impact on our player experience that may materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition. In addition,

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telecommunications companies may implement certain measures, such as increased cost or restrictions based on the type or amount of data transmitted, that would impact consumers' ability to access our games, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition. Furthermore, internet penetration may be adversely affected by difficult global economic conditions or the cancellation of government programs to expand broadband access.

Our games and other software applications and systems, and the third-party platforms upon which they are made available could contain undetected errors.

Our games and other software applications and systems, as well as the third-party platforms upon which they are made available, could contain undetected errors that could adversely affect the performance of our games. For example, these errors could prevent the player from making in-app purchases of virtual coins, which could harm our operating results. They could also harm the overall game-playing experience for our players, which could cause players to reduce their playing time or in game purchases, discontinue playing our games altogether, or not recommend our games to other players. Such errors could also result in our games being non-compliant with applicable laws or create legal liability for us. Resolving such errors could disrupt our operations, cause us to divert resources from other projects, or harm our operating results.

Some of our players may obtain virtual currency used in, or otherwise alter the intended game play of, our games through hacking or other unauthorized methods, resulting in a negative impact to our revenue.

Unauthorized operators may develop "hacks" that enable players to alter the intended game play or obtain unfair advantages in our games. For example, although we do not permit the exchange of virtual currency between accounts or with third parties, it is possible that unauthorized operators could offer "hacks" that allow players to obtain virtual currency through unauthorized methods, potentially having a negative impact on the amount of revenue we collect from players. We could change our business model and allow authorized trading in the future, which could result in additional opportunities for players to obtain virtual currency for use in our games through unauthorized methods.

Additionally, unrelated third parties may attempt to scam our players with fake offers for virtual currency or other game benefits. These scams may harm the experience of our players, disrupt the virtual economies of our games and reduce the demand for virtual currency, which may result in increased costs to combat such programs and scams, a loss of revenue from the sale of virtual currency and a loss of players.

We may use open source software in a manner that could be harmful to our business.

We use open source software in connection with our technology and games. The original developers of the open source code provide no warranties on such code. Moreover, some open source software licenses require players who distribute open source software as part of their proprietary software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. We try to use open source software in a manner that will not require the disclosure of the source code to our proprietary software or prevent us from charging fees to our players for use of our proprietary software. However, we cannot guarantee that these efforts will be successful, and thus, there is a risk that the use of such open source code may ultimately preclude us from charging fees for the use of certain software, require us to replace certain code used in our games, pay a royalty to use some open source code, make the source code of our games publicly available or discontinue certain games. Our results of operations, cash flows and financial condition could be adversely affected by any of the above requirements.

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Our inability to complete acquisitions and integrate those businesses successfully could limit our growth or disrupt our plans and operations.

From time to time, we pursue strategic acquisitions, such as our acquisition of Spicerack in April 2017. Our ability to succeed in implementing our strategy will depend to some degree upon our ability to identify and complete commercially viable acquisitions. We cannot assure that acquisition opportunities will be available on acceptable terms or at all, or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.

We may not be able to successfully integrate any businesses that we acquire or do so within the intended timeframes. We could face significant challenges in managing and integrating our acquisitions and our combined operations, including acquired assets, operations and personnel. In addition, the expected cost synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes or cost expectations, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows and financial condition. We would expect to incur incremental costs and capital expenditures related to integration activities.

Acquisition transactions may disrupt our ongoing business. The integration of acquisitions would require significant time and focus from management and might divert attention from the day-to-day operations of the combined business or delay the achievement of our strategic objectives.

Failure in pursuing or executing new business initiatives could have a material adverse impact on our business and future growth.

Our growth strategy includes evaluating, considering and effectively executing new business initiatives, such as hypercasual games, which can be difficult. Management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. In particular, initiatives such as hypercasual gaming are subject to intense competition due to low barriers to entry and the difficulty of differentiating games through intellectual property. Entering into any new initiative can also divert our management's attention from other business issues and opportunities. Failure to effectively identify, pursue and execute new business initiatives, may adversely affect our reputation, business, financial condition and results of operations.

Our business may suffer if we do not successfully manage our current and potential future growth.

We have grown significantly in recent years and we intend to continue to expand the scope and geographic reach of the games we provide. Our total revenue increased to $416.2 million in 2018, from $361.4 million in 2017 and $274.6 million in 2016. Our anticipated future growth will likely place significant demands on our management and operations. Our success in managing our growth will depend, to a significant degree, on the ability of our executive officers and other members of senior management to operate effectively, and on our ability to improve and develop our financial and management information systems, controls and procedures. In addition, we will likely have to successfully adapt our existing systems and introduce new systems, expand, train and manage our employees and improve and expand our sales and marketing capabilities.

If we are unable to properly and prudently manage our operations as they continue to grow, or if the quality of our games deteriorates due to mismanagement, our brand name and reputation could be severely harmed, and our business, prospects, financial condition and results of operations could be adversely affected.

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The Revolver we will enter into in connection with this offering imposes certain restrictions that may affect our ability to operate our business and make payments on our indebtedness.

In connection with this offering, we plan to enter into the Revolver, which will contain covenants that, among other things, will restrict our ability to incur additional indebtedness; incur liens; sell, transfer or dispose of property and assets; invest; make dividends or distributions or other restricted payments and engage in affiliate transactions. In addition, we will be required to maintain a maximum total net leverage ratio not to exceed 2.50:1.00 and maintain a minimum fixed charge coverage ratio of no less than 4.00:1.00. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility." The Revolver will limit our ability to make certain payments, including dividends or distributions on SciPlay Parent LLC's equity and other restricted payments, provided, however, that payments in respect of certain tax distributions under the SciPlay Parent LLC Agreement and certain payments under the TRA will be permitted, and payments to SciPlay Parent LLC's direct or indirect parent made on or prior to the closing date of the Revolver in an amount not to exceed the net cash proceeds of this offering are permitted, among other customary exceptions.

Moreover, the new Revolver will require us to dedicate a portion of our cash flow from operations to interest payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes; increasing our vulnerability to adverse general economic, industry or competitive developments or conditions; and limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate or in pursuing our strategic objectives.

We may be exposed to the risk of increased interest rates.

The Revolver we plan to enter into in connection with this offering has variable rates of interest, some of which use the London Inter-Bank Offered Rate, or LIBOR, as a benchmark. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility." Accordingly, we may face increased rates over time. There is currently uncertainty regarding the continued use and reliability of LIBOR, and any financial instruments or agreements using LIBOR as a benchmark interest rate may be adversely affected. This uncertainty about the future of LIBOR and the potential discontinuance of LIBOR may exacerbate the risk to us of increased interest rates, and our business, prospects, financial condition and results of operations could be materially and adversely affected.

We may require additional capital to meet our financial obligations and support business growth, and this capital may not be available on acceptable terms or at all.

Based on our current plans and market conditions, we believe that cash flows generated from our operations, the proceeds from this offering and borrowing capacity under the Revolver will be sufficient to satisfy our anticipated cash requirements in the ordinary course of business for the foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings in addition to our Revolver to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we secure in the future could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain

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additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

We track certain performance metrics with internal and third-party tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and adversely affect our business.

We track certain performance metrics, including the number of active and paying players of our games. Our performance metrics tools have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report. If the internal tools we use to track these metrics undercount or over count performance or contain algorithm or other technical errors, the data we report may not be accurate. In addition, limitations or errors with respect to how we measure data (or the data that we measure) may affect our understanding of certain details of our business, which could affect our longer-term strategies. Furthermore, our performance metrics may be perceived as unreliable or inaccurate by players, analysts or business partners. If our performance metrics are not accurate representations of our business, player base or traffic levels, if we discover material inaccuracies in our metrics or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed and our business, prospects, financial condition and results of operations could be materially and adversely affected.

Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future performance.

Our results of operations can fluctuate due to seasonal trends and other factors. Player activity is generally slower in the second and third quarters of the year, particularly during the summer months. Certain other seasonal trends and factors that may cause our results to fluctuate include:

•: the geographies where we operate;
•: holiday and vacation seasons;
•: climate and weather;
•: economic and political conditions; and
•: timing of the release of new games.

In light of the foregoing, results for any quarter are not necessarily indicative of the results that may be achieved in another quarter or for the full fiscal year. We cannot assure that the seasonal trends and other factors that have impacted our historical results will repeat in future periods as we cannot influence or forecast many of these factors.

We rely on skilled employees with creative and technical backgrounds.

We rely on our highly skilled, technically trained and creative employees to develop new technologies and create innovative games. Such employees, particularly game designers, engineers and project managers with desirable skill sets are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. A lack of skilled technical workers could delay or negatively impact our business plans, ability to compete, results of operations, cash flows and financial condition.

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Our results of operations, cash flows and financial condition could be affected by natural events in the locations in which we or our key providers or suppliers operate.

We may be impacted by severe weather and other geological events, including hurricanes, earthquakes, floods or tsunamis that could disrupt our operations or the operations of our key providers or suppliers. Natural disasters or other disruptions at any of our facilities or our key providers' or suppliers' facilities, such as AWS, Apple, Google, Facebook and Amazon may impair the operation, development or provision of our games. While we insure against certain business interruption risks, we cannot assure that such insurance will compensate us for any losses incurred as a result of natural or other disasters. Any serious disruption to our operations, or those of our key providers or suppliers could have a material adverse effect on our results of operations, cash flows and financial condition.

Our foreign operations expose us to business and legal risks.

We generate a portion of our revenue from operations outside of the U.S. For the years ended December 31, 2018 and 2017, we derived approximately 8.6% and 9.4%, respectively, of our revenue from sales to players outside of the U.S. We also have significant operations, including game development operations, in Israel.

Our operations in foreign jurisdictions may subject us to additional risks customarily associated with such operations, including: the complexity of foreign laws, regulations and markets; the uncertainty of enforcement of remedies in foreign jurisdictions; the effect of currency exchange rate fluctuations; the impact of foreign labor laws and disputes; the ability to attract and retain key personnel in foreign jurisdictions; the economic, tax and regulatory policies of local governments; compliance with applicable anti-money laundering, anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act and other anti-corruption laws that generally prohibit U.S. persons and companies and their agents from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business; and compliance with applicable sanctions regimes regarding dealings with certain persons or countries. Certain of these laws also contain provisions that require accurate record keeping and further require companies to devise and maintain an adequate system of internal accounting controls. Although we have policies and controls in place that are designed to ensure compliance with these laws, if those controls are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions and other penalties. Any such violation could disrupt our business and adversely affect our reputation, results of operations, cash flows and financial condition. In addition, our international business operations could be interrupted and negatively affected by terrorist activity, political unrest or other economic or political uncertainties. Moreover, foreign jurisdictions could impose tariffs, quotas, trade barriers and other similar restrictions on our international sales.

Further, our ability to expand successfully in foreign jurisdictions involves other risks, including difficulties in integrating foreign operations, risks associated with entering jurisdictions in which we may have little experience and the day-to-day management of a growing and increasingly geographically diverse company. We may not realize the operating efficiencies, competitive advantages or financial results that we anticipate from our investments in foreign jurisdictions.

Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits that we intend to eventually derive could be undermined due to changing tax laws. In

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addition, the taxing authorities in the U.S. and other jurisdictions where we do business regularly examine income and other tax returns and we expect that they may examine our income and other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty.

The recent comprehensive tax reform in the U.S. could adversely affect our business and financial condition.

The U.S. enacted comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes include, among others, (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base) and (iv) a one-time tax on accumulated offshore earnings held in cash and cash equivalents and illiquid assets, with the latter taxed at a lower rate. Because these tax law changes are relatively new, we are still evaluating the impact they may have on our business and results of operations in the future, and although at this time we do not expect that the changes will have an overall significant adverse impact on our business and financial condition, we cannot assure you that our business and results of operations will not be adversely affected by these new laws.

Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition.

We have been party to, are currently party to, and in the future may become subject to additional, legal proceedings in the operation of our business, including, but not limited to, with respect to consumer protection, gambling-related matters, employee matters, alleged service and system malfunctions, alleged intellectual property infringement and claims relating to our contracts, licenses and strategic investments.

For example, in a recent case, the United States Court of Appeals for the Ninth Circuit held that a plaintiff had stated a cognizable putative class action claim that a social casino game, Big Fish Casino , which is produced by one of our competitors, falls within Washington State's statutory definition of an illegal gambling game, and the Ninth Circuit accordingly remanded the case to the federal district court for further proceedings on plaintiff's claim. In April 2018, a putative class action lawsuit, Sheryl Fife v. Scientific Games Corp ., was filed against our parent, Scientific Games Corporation, in federal district court that is directed against certain of our social casino games, including Jackpot Party Casino . The plaintiff alleges substantially the same causes of action against our social casino games that are alleged with respect to Big Fish Casino, including the allegation that our social casino games violate Washington State gambling laws. In December 2018, the federal district court assigned to the litigation denied Scientific Games Corporation's motion to dismiss the plaintiff's complaint. In January 2019, Scientific Games Corporation filed its answer and affirmative defenses to the putative class action complaint. See "Business—Legal Proceedings." We may incur significant expense defending this lawsuit or any other lawsuit to which we may be a party. Although the case was brought against Scientific Games Corporation, pursuant to the Intercompany Services Agreement, we would expect to cover or contribute to any damage awards due to the matter arising as a result of our business. If the plaintiff were to obtain a judgment in her favor in this lawsuit, then our results in Washington could be negatively impacted, and we could be restricted from operating social casino games in Washington. Additional legal proceedings targeting our social casino games and claiming violations of state or federal laws also could occur, based on the unique and particular laws of each jurisdiction. We cannot predict the likelihood, timing or scope of the consequences of such an outcome, or the outcome of any other legal proceedings to which we may be a party, any of which could have a material adverse effect on our results of operations, cash flows or financial condition.

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Our insurance may not provide adequate levels of coverage against claims.

We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

Risks Related to Our Relationship with Scientific Games

Scientific Games controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.

Following the completion of this offering, Scientific Games will, through its indirect wholly owned subsidiaries, the SG Members, continue to control shares representing a majority of our combined voting power. Immediately after this offering, the SG Members will own all of our outstanding Class B common stock, which will represent approximately 82.6% of our total outstanding shares of common stock and approximately 97.9% of the combined voting power of both classes of our outstanding common stock. On all matters submitted to a vote of our stockholders, our Class B common stock entitles its owners to ten votes per share (for so long as the number of shares of our common stock beneficially owned by the SG Members and their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share), and our Class A common stock, which is the stock we are offering in this offering, entitles its owners to one vote per share. As long as Scientific Games continues to control shares representing a majority of our combined voting power, it will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election of directors (unless supermajority approval of such matter is required by applicable law). Even if Scientific Games were to control less than a majority of our combined voting power, it may be able to influence the outcome of corporate actions so long as it owns a significant portion of our combined voting power. If Scientific Games does not cause the SG Members to dispose of their shares of our common stock, Scientific Games could retain control over us for an extended period of time or indefinitely.

Investors in this offering will not be able to affect the outcome of any stockholder vote while Scientific Games controls the majority of our combined voting power (or, in the case of removal of directors, two-thirds of our combined voting power). Due to its ownership and rights under our articles of incorporation and our bylaws, Scientific Games will be able to control, indirectly through the SG Members and subject to applicable law (see "Certain Relationships and Related Party Transactions—Policies and Procedures for Related Person Transactions"), the composition of our board of directors, which in turn will be able to control all matters affecting us, including, among other things:

•: any determination with respect to our business direction and policies, including the appointment and removal of officers and, in the event of a vacancy on our board of directors, additional or replacement directors;
•: any determinations with respect to mergers, business combinations or disposition of assets;
•: determination of our management policies;
•: determination of the composition of the committees on our board of directors;
•: our financing policy;
•: our compensation and benefit programs and other human resources policy decisions;
•: termination of, changes to or determinations under our agreements with Scientific Games;
•: changes to any other agreements that may adversely affect us;

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•: the payment of dividends on our Class A common stock; and
•: determinations with respect to our tax returns.

See "Description of Capital Stock."

Because Scientific Games' interests may differ from ours or from those of our other stockholders, actions that Scientific Games takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders.

If Scientific Games causes the SG Members to sell a controlling interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on shares of our Class A common stock, and we may become subject to the control of a presently unknown third party.

Following the completion of this offering, Scientific Games will, through its indirect wholly owned subsidiaries, the SG Members, continue to hold approximately 97.9% of our combined voting power. Scientific Games will have the ability, should it choose to do so, to cause the SG Members to sell some or all of their shares of our common stock and the LLC Interests the SG Members hold in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company.

The ability of Scientific Games to cause the SG Members to privately sell their shares of our common stock and the LLC Interests the SG Members hold, with no requirement for a concurrent offer to be made to acquire all of our shares that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium on your shares of our common stock that may otherwise accrue to Scientific Games on its private sale of our common stock and the LLC Interests it holds. Additionally, if Scientific Games causes the SG Members to privately sell shares representing a significant portion of our common stock, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if Scientific Games causes the SG Members to sell a controlling interest in our company to a third party, any debt financing (including the Revolver) we secure in the future may be subject to acceleration, Scientific Games may terminate the Intercompany Services Agreement, the IP License Agreement and other arrangements, and our other relationships and agreements, including our license agreements, could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of operations, cash flows and financial condition.

Scientific Games' interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Scientific Games and us could be resolved in a manner unfavorable to us and our public stockholders.

Various conflicts of interest between us and Scientific Games could arise. Ownership interests of directors or officers of Scientific Games in our common stock and ownership interests of our directors and officers in the stock of Scientific Games, or a person's service either as a director or officer of both companies, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions relating to our company. These decisions could include:

•: corporate opportunities;
•: the impact that operating decisions for our business may have on Scientific Games' consolidated financial statements;
•: differences in tax positions between Scientific Games and us, especially in light of the TRA (see "Risks Related to Our Organizational Structure and the Tax Receivable Agreement");

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•: the impact that operating or capital decisions (including the incurrence of indebtedness) for our business may have on Scientific Games' current or future indebtedness or the covenants under that indebtedness;
•: future, potential commercial arrangements between Scientific Games and us or between Scientific Games and third parties;
•: business combinations involving us;
•: our dividend policy;
•: management stock ownership; and
•: the intercompany agreements between Scientific Games and us.

Furthermore, disputes may arise between Scientific Games and us relating to our past and ongoing relationship and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:

•: tax, employee benefits, indemnification and other matters arising from this offering;
•: the nature, quality and pricing of services Scientific Games agrees to provide to us;
•: sales or other disposals by the SG Members of all or a portion of their ownership interests in SciPlay Parent LLC or us; and
•: business combinations involving us.

We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. While we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to our agreements with Scientific Games, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Certain of our directors may have actual or potential conflicts of interest because of their positions with Scientific Games or MacAndrews & Forbes Incorporated.

Following this offering, Barry L. Cottle, Frances F. Townsend and M. Mendel Pinson will serve on our board of directors and will retain their positions with Scientific Games or MacAndrews & Forbes Incorporated, or MacAndrews & Forbes, as applicable. In addition, such individuals may own Scientific Games common stock, options to purchase Scientific Games common stock or other Scientific Games equity awards. These individuals' holdings of Scientific Games' common stock, options to purchase Scientific Games common stock or other equity awards may be significant for some of these persons compared to these persons' total assets. Their positions at Scientific Games or at MacAndrews & Forbes, as applicable, and the ownership of any Scientific Games equity or equity awards creates, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for Scientific Games or MacAndrews & Forbes than the decisions have for us.

Our articles of incorporation will limit Scientific Games' and its directors' and officers' liability to us or you for breach of fiduciary duty and could also prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our articles of incorporation will provide that, subject to any contractual provision to the contrary, Scientific Games will have no obligation to refrain from:

•: engaging in the same or similar business activities or lines of business as we do;

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•: doing business with any of our clients, consumers, vendors or lessors;
•: employing or otherwise engaging any of our officers or employees; or
•: making investments in any property in which we may make investments.

Under our articles of incorporation, neither Scientific Games nor any officer or director of Scientific Games, except as provided in our articles of incorporation, will be liable to us or to our stockholders for breach of any fiduciary duty by reason of any of these activities.

Additionally, our articles of incorporation will include a "corporate opportunity" provision in which we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors or officers who are also directors, officers, employees or other affiliates of Scientific Games or its affiliates (except that we and our subsidiaries shall not be deemed affiliates of Scientific Games or its affiliates for the purposes of the provision), or dual persons, or (ii) Scientific Games itself, and which relate to the business of Scientific Games or may constitute a corporate opportunity for both Scientific Games and us. Generally, neither Scientific Games nor our directors or officers who are also dual persons will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such person pursues or acquires any corporate opportunity for the account of Scientific Games or its affiliates, directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to Scientific Games or its affiliates, or does not communicate information regarding such corporate opportunity to us. The corporate opportunity provision may exacerbate conflicts of interest between Scientific Games and us because the provision effectively permits one of our directors or officers who also serves as a director, officer, employee or other affiliate of Scientific Games to choose to direct a corporate opportunity to Scientific Games instead of us.

Scientific Games will not be restricted from competing with us in the social gaming business, including as a result of acquiring a company that operates a social gaming business. Due to the significant resources of Scientific Games, including its intellectual property (all of which Scientific Games will retain and certain of which it will license to us under the IP License Agreement), financial resources, name recognition and know-how resulting from the previous management of our business, Scientific Games could have a significant competitive advantage over us should it decide to utilize these resources to engage in the type of business we conduct, which may cause our operating results and financial condition to be materially adversely affected.

Third parties may seek to hold us responsible for liabilities of Scientific Games, which could result in a decrease in our income.

Third parties may seek to hold us responsible for Scientific Games' liabilities. If those liabilities are significant and we are ultimately held liable for them, we cannot assure that we will be able to recover the full amount of our losses from Scientific Games.

We will be a "controlled company" within the meaning of the NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon completion of this offering, Scientific Games will continue to control a majority of our combined voting power. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NASDAQ rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

•: the requirement that a majority of its board of directors consist of independent directors;
•: the requirement that its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is comprised

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entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations process; and

•: the requirement that it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

Following this offering, we intend to rely on the exemption relating to the composition of our compensation committee. As a result, our compensation committee will not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ rules. We may choose to rely on additional exemptions in the future so long as we qualify as a "controlled company."

MacAndrews & Forbes exerts significant influence over Scientific Games and may make decisions that conflict with the interests of other stockholders.

As disclosed in a Form 4 filed with the SEC on December 31, 2018, MacAndrews & Forbes beneficially owned 36,050,736 shares of Scientific Games' then outstanding common stock, or approximately 39.1% of its outstanding common stock as of February 22, 2019. Pursuant to a stockholders' agreement with Scientific Games, MacAndrews & Forbes is entitled to appoint up to four members of the board of directors of Scientific Games and certain actions of Scientific Games require the approval of MacAndrews & Forbes. As a result, MacAndrews & Forbes has the ability to exert significant influence over Scientific Games' business, and in turn our business, and may make decisions with which other stockholders of Scientific Games may disagree, including, among other things, delaying, discouraging or preventing a change of control of Scientific Games or a potential merger, consolidation, tender offer, takeover or other business combination involving Scientific Games or us.

We may not achieve some or all of the anticipated benefits of being a standalone public company.

We may not be able to achieve all of the anticipated strategic and financial benefits expected as a result of being a standalone public company, or such benefits may be delayed or not occur at all. These anticipated benefits include the following:

•: allowing investors to evaluate the distinct merits, performance and future prospects of our business, independent of Scientific Games' other businesses;
•: improving our strategic and operational flexibility and increasing management focus as we continue to implement our strategic plan and allowing us to respond more effectively to different player needs and the competitive environment for our business;
•: allowing us to adopt a capital structure better suited to our financial profile and business needs, without competing for capital with Scientific Games' other businesses;
•: creating an independent equity structure that will facilitate our ability to effect future acquisitions utilizing our capital stock; and
•: facilitating incentive compensation arrangements for employees more directly tied to the performance of our business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives of our business.

We may not achieve the anticipated benefits of being a standalone public company for a variety of reasons, and it could adversely affect our operating results and financial condition.

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We rely on our access to Scientific Games' brands and reputation, some of Scientific Games' relationships, and the brands and reputations of unaffiliated third parties.

We believe the association with Scientific Games has contributed to our building relationships with our players due to its recognized brands and products, as well as resources such as Scientific Games' intellectual property and access to third parties' intellectual property. Any perceived loss of Scientific Games' scale, capital base and financial strength as a result of this offering, or any actual loss in the future, may prompt business partners to reprice, modify or terminate their relationships with us. In addition, Scientific Games' reduction of its ownership of our company may cause some of our existing agreements and licenses to be terminated. We cannot predict with certainty the effect that this offering will have on our business.

For more detail regarding our reliance on access to intellectual property owned by Scientific Games, see "—We rely on the ability to use the intellectual property rights of Scientific Games and other third parties, including the third-party intellectual property rights licensed to Scientific Games that we have enjoyed as an indirect subsidiary of Scientific Games, and we may lose the benefit of any intellectual property owned by or licensed to Scientific Games if it ceases to hold certain minimum percentages of the voting power in our company."

In addition, we believe that the success of certain of our games depends on the popularity of intellectual property or brands of third parties that are incorporated into their player experience. For example, the success of our MONOPOLY Slots game is based in part on the strength of the MONOPOLY brand, which is owned and managed by unaffiliated third parties. We cannot assure the continued popularity of any of the intellectual property or brands that are incorporated into our games, and a loss of such popularity may result in decreased interest in our games.

The services that we receive from Scientific Games may not be sufficient for us to operate our business, and we would likely incur significant incremental costs if we lost access to Scientific Games' services.

Because we have not operated as an independent company, we have obtained, and will need to continue to obtain, services from Scientific Games relating to many important corporate functions under an intercompany services agreement. Our financial statements reflect charges for these services based on the intercompany services agreement we entered into in September 2016. Following this offering, many of these services will be governed by a revised Intercompany Services Agreement with Scientific Games. Under the Intercompany Services Agreement, we will be able to continue to use these Scientific Games services for a fixed term established on a service-by-service basis. We generally will have the right to terminate a service before its stated termination date if we give notice to Scientific Games. Partial reduction in the provision of any service will require Scientific Games' consent. In addition, either party will be able to terminate the Intercompany Services Agreement due to a material breach of the other party, upon prior written notice, subject to limited cure periods. We will pay Scientific Games mutually agreed-upon fees for these services, which will be based on Scientific Games' costs of providing the services.

If we lost access to the services provided to us by Scientific Games under the Intercompany Services Agreement, we would need to replicate or replace certain functions, systems and infrastructure. We may also need to make investments or hire additional employees to operate without the same access to Scientific Games' existing operational and administrative infrastructure. These initiatives may be costly to implement. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs could be subject to change.

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We may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we have received in the past and will continue to receive from Scientific Games under the Intercompany Services Agreement. Additionally, if the Intercompany Services Agreement is terminated, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Scientific Games. If we have to operate these functions separately, if we do not have our own adequate systems and business functions in place or if we are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Scientific Games, which may not be addressed in our Intercompany Services Agreement. The level of this informal support could diminish or be eliminated following this offering.

While we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to our agreements with Scientific Games, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Our historical financial results and pro forma financial information are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

Our historical financial results included in this prospectus do not reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or those we will achieve in the future. This is primarily the result of the following factors:

•: our historical financial results reflect charges for certain support functions that are provided on a centralized basis within Scientific Games, such as expenses for business technology, facilities, legal, finance, human resources, business development, public affairs and procurement under a prior intercompany services agreement, and we will enter into a new Intercompany Services Agreement in connection with this offering;
•: our historical financial results reflect charges for the use of certain proprietary and third-party intellectual property licensed or sublicensed from Scientific Games under a prior intercompany intellectual property license agreement, and we will enter into a new IP License Agreement in connection with this offering;
•: our cost of potential future debt and our capital structure will be different from that reflected in our historical financial statements;
•: we will incur additional ongoing costs as a result of this offering, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and
•: this offering may have a material effect on our relationship with our players and our other business relationships, including supplier relationships.

Our financial condition and future results of operations could be materially different from amounts reflected in our historical financial statements included elsewhere in this prospectus, so it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

Similarly, the pro forma financial information included in this prospectus includes adjustments based upon available information we believe to be reasonable. However, the assumptions may change and actual results may differ. In addition, we have not made pro forma adjustments to reflect changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including any changes that may occur in our employee base, potential increased costs

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associated with reduced economies of scale and increased costs associated with being a publicly traded, standalone company.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Scientific Games.

The agreements that we will enter into with Scientific Games in connection with this offering, including the Intercompany Services Agreement, the IP License Agreement and the TRA, will have been prepared while we were still a wholly owned subsidiary of Scientific Games. While the covenants in Scientific Games' debt agreements require that those agreements be on terms that are not materially less favorable to Scientific Games than those that might reasonably have been obtained in comparable transaction at such time on an arm's-length basis from a party that is not its affiliate, the terms of those agreements may not reflect terms that would have resulted if we had negotiated such terms with an unaffiliated third party.

Risks Related to Our Organizational Structure and the Tax Receivable Agreement

Our sole material asset after the completion of this offering will be our interest in SciPlay Parent LLC, and, accordingly, we will depend on distributions from SciPlay Parent LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. SciPlay Parent LLC's ability to make such distributions may be subject to various limitations and restrictions.

Upon the consummation of this offering, we will be a holding company and will have no material assets other than our ownership of LLC Interests of SciPlay Parent LLC. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of SciPlay Parent LLC and its subsidiaries and distributions we receive from SciPlay Parent LLC. We cannot assure that our subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions.

SciPlay Parent LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of SciPlay Parent LLC. Under the terms of the SciPlay Parent LLC Agreement, SciPlay Parent LLC will be obligated to make tax distributions to holders of LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the TRA, which we expect will be substantial. See "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement." We intend, as its sole manager, to cause SciPlay Parent LLC to make cash distributions to the owners of LLC Interests in an amount sufficient to (i) fund all or part of such members' tax obligations in respect of taxable income allocated to such members and (ii) cover our operating expenses, including ordinary course payments under the TRA. However, SciPlay Parent LLC's ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which SciPlay Parent LLC is then a party, or any applicable law, or that would have the effect of rendering SciPlay Parent LLC insolvent. Moreover, the terms governing the Revolver generally will not permit SciPlay Parent LLC, as a guarantor of the Revolver, to make distributions sufficient to allow us to make early termination payments under the TRA. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the TRA (including any accrued and unpaid interest)

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within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the TRA, which will terminate the TRA and accelerate future payments thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under the terms of the TRA or the terms governing certain of our secured indebtedness or (ii) we do not have, and cannot use commercially reasonable efforts to obtain, sufficient funds to make such payment. Any late payments will continue to accrue interest at one-month LIBOR plus 500 basis points until such payments are made. It will also constitute a material breach of a material obligation under the TRA if we make a distribution of cash or other property (other than shares of our Class A common stock) to our stockholders or use cash or other property to repurchase any of our capital stock (including our Class A common stock), in each case while any outstanding payments under the TRA are unpaid. See "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions—The Transactions—SciPlay Parent LLC Agreement—Distributions." In addition, if SciPlay Parent LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See "—Risks Related to Ownership of Our Class A Common Stock" and "Dividend Policy."

The Tax Receivable Agreement with the SG Members requires us to make cash payments to the SG Members in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

Upon the closing of this offering, we will be a party to the TRA with the SG Members and SciPlay Parent LLC. Under the TRA, we will be required to make cash payments to the SG Members equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) the increases in the tax basis of assets of SciPlay Parent LLC (a) in connection with this offering, including as a result of the Upfront License Payment, or (b) resulting from any redemptions or exchanges of LLC Interests by the SG Members pursuant to the SciPlay Parent LLC Agreement or (c) resulting from certain distributions (or deemed distributions) by SciPlay Parent LLC and (2) certain other tax benefits related to our making of payments under the TRA. We expect that the amount of the cash payments that we will be required to make under the TRA will be substantial. Any payments made by us to the SG Members under the TRA will generally reduce the amount of cash that might have otherwise been available to us. In addition, we are obligated to use commercially reasonable efforts to avoid entering into any agreements that could be reasonably anticipated to materially delay the timing of the making of any payments under the TRA, which could limit our ability to pursue strategic transactions. Furthermore, our future obligations to make payments under the TRA could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the TRA. For more information, see "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement." Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the tax savings associated with the purchase of LLC Interests in connection with this offering, together with future redemptions or exchanges of all remaining LLC Interests not owned by SciPlay pursuant to the SciPlay Parent LLC Agreement as described above, would aggregate to approximately $484.1 million over 20 years from the date of this offering based on the assumed initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming all future redemptions or exchanges would occur one year after this offering. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or approximately $411.5 million, over the 20-year period from the date of this offering. Payments under the TRA are not conditioned on the SG Members' continued ownership of LLC Interests or our Class A common stock or Class B common stock after this offering.

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The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of redemptions or exchanges by the SG Members, the amount of gain recognized by the SG Members, the amount and timing of the taxable income we generate in the future, and the tax rates and laws then applicable.

In certain cases, future payments under the Tax Receivable Agreement to the SG Members may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The TRA provides that if (i) we materially breach any of our material obligations under the TRA, including if we make any distribution of cash or property (other than shares of our Class A common stock) to our stockholders or any repurchase of our capital stock (including our Class A common stock) before all our payment obligations under the TRA have been satisfied for all prior taxable years, (ii) certain mergers, asset sales, other forms of business combination or other changes of control (including under certain material indebtedness of SciPlay Parent LLC or its subsidiaries) were to occur, or (iii) we elect an early termination of the TRA, then our future obligations, or our successor's future obligations, under the TRA to make payments thereunder would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA, and an assumption that, as of the effective date of the acceleration, any SG Member that has LLC Interests not yet exchanged shall be deemed to have exchanged such LLC Interests on such date, even if we do not receive the corresponding tax benefits until a later date when the LLC Interests are actually exchanged.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the estimated present value of the anticipated future tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits and, therefore, we could be required to make payments under the TRA that are greater than the specified percentage of the actual tax benefits we ultimately realize. In addition, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the TRA (including any accrued and unpaid interest) within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the TRA, which will terminate the TRA and accelerate future payments thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under the terms of the TRA or the terms governing certain of our secured indebtedness or (ii) we do not have, and cannot use commercially reasonable efforts to obtain, sufficient funds to make such payment. In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We cannot assure that we will be able to fund or finance our obligations under the TRA. If we were to elect to terminate the TRA immediately after this offering (including the use of proceeds to us therefrom), based on the initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $315.7 million in the aggregate under the TRA.

We will not be reimbursed for any payments made to the SG Members under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

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forgo contesting such challenges may be restricted by the rights of the SG Members pursuant to the TRA, and such restrictions apply for as long as the TRA remains in effect. In addition, we will not be reimbursed for any cash payments previously made to the SG Members under the TRA in the event that any tax benefits initially claimed by us and for which payment has been made to the SG Members are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to the SG Members will be netted against any future cash payments that we might otherwise be required to make to the SG Members under the terms of the TRA. However, we might not determine that we have effectively made an excess cash payment to the SG Members for a number of years following the initial time of such payment. As a result, payments could be made under the TRA in excess of the tax savings that we realize in respect of the tax attributes with respect to the SG Members that are the subject of the TRA.

If we were deemed to be an investment company under the Investment Company Act of 1940 as a result of our ownership of SciPlay Parent LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940, as amended, or the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

As the sole manager of SciPlay Parent LLC, we will control SciPlay Parent LLC. On that basis, we believe that our interest in SciPlay Parent LLC is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of SciPlay Parent LLC, our interest in SciPlay Parent LLC could be deemed an "investment security" for purposes of the 1940 Act.

We and SciPlay Parent LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Risks Related to This Offering and Ownership of Our Class A Common Stock

We are an "emerging growth company," and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act, and we could be an emerging growth company for up to five years following the completion of this offering. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this prospectus. We currently intend to take advantage of each of the reduced reporting requirements and exemptions

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described above. We cannot predict if investors will find our shares less attractive as a result of our taking advantage of these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

The dual class structure of our common stock may adversely affect the trading price or liquidity of our Class A common stock.

On matters submitted to a vote of our stockholders, our Class B common stock has ten votes per share (for so long as the number of shares of our common stock beneficially owned by the SG Members and their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share) and our Class A common stock, which is the stock we are offering in this offering, has one vote per share. These differences in voting rights may adversely affect the market price of our Class A common stock to the extent that any current or future investor in our common stock ascribes value to the voting rights associated with the Class B common stock. The existence of dual classes of our common stock could result in less liquidity for any such class than if there were only one class of our capital stock.

In addition, S&P Dow Jones and FTSE Russell have recently announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices that will exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A common stock. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

The requirements of being a public company require significant resources and management attention and affect our ability to attract and retain executive management and qualified board members.

As a public company following this offering, we will incur legal, accounting and other expenses that we did not previously incur. We will be subject to the Exchange Act, including the reporting requirements thereunder, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the NASDAQ rules and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." Further, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors' and officers' liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.

Pursuant to Section 404, once we are no longer an emerging growth company, we may be required to furnish an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. When our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of complying with Section 404 will significantly increase, and management's attention may be diverted from other business concerns, which could adversely affect our business and results of operations. We may need to hire more employees in the future or engage outside consultants to comply with the requirements of Section 404, which will further increase our cost and expense. In addition, enhanced legal and regulatory regimes and heightened standards relating to corporate governance and disclosure

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for public companies result in increased legal and financial compliance costs and make some activities more time-consuming.

If we fail to put in place appropriate and effective internal control over financial reporting and disclosure controls and procedures, we may suffer harm to our reputation and investor confidence level.

If we fail to implement the requirements of Section 404(b) in the required timeframe once we are no longer an emerging growth company, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NASDAQ. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of shares of our Class A common stock could decline, and we could be subject to sanctions or investigations by regulatory authorities. Failure to implement or maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies could also restrict our future access to the capital markets.

An active trading market for our Class A common stock may not develop or be sustained.

Prior to the completion of this offering, there has been no public market for our Class A common stock. An active trading market for shares of our Class A common stock may never develop or be sustained following this offering. If an active trading market does not develop or is not sustained, you may have difficulty selling your shares of Class A common stock at an attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our Class A common stock, and it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our Class A common stock as consideration.

The price of our Class A common stock may fluctuate substantially.

The price for our Class A common stock in this offering will be determined by negotiations among Scientific Games, us and representatives of the underwriters, and it may not be indicative of prices that will prevail in the open market following this offering. You may not be able to sell your Class A common stock at or above the initial public offering price or at any other price or at the time that you would like to sell. You should consider an investment in our Class A common stock to be risky, and you should invest in our Class A common stock only if you can withstand a total loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of our Class A common stock to fluctuate, in addition to the other risks mentioned in this section of the prospectus, are:

•: actual or anticipated fluctuations in our financial condition and operating results;
•: our failure to develop and market new games;
•: actual or anticipated changes in our growth rate relative to our competitors;
•: competition from existing games or new games that may emerge;
•: announcements by us, Scientific Games, our collaborators or our competitors of significant acquisitions, strategic partnerships, joint ventures, strategic alliances, or capital commitments;
•: failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;
•: issuance of new or updated research or reports by securities analysts;
•: fluctuations in the valuation of companies perceived by investors to be comparable to us;

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•: Class A common stock price and volume fluctuations attributable to inconsistent trading volume levels of our Class A common stock;
•: additions or departures of key personnel;
•: disputes or other developments related to proprietary rights;
•: announcement or expectation of additional equity or debt financing efforts;
•: equity sales by us, Scientific Games, our insiders or our other stockholders;
•: announcements or actions taken by Scientific Games as our principal stockholder; and
•: general economic and market conditions.

These and other market and industry factors may cause the market price and demand for our Class A common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

If you purchase Class A common stock in this offering, you will experience substantial and immediate dilution.

If you purchase Class A common stock in this offering, you will experience substantial and immediate dilution of $14.77 per share in the net tangible book value of your shares after giving effect to the offering at an assumed initial public offering price of $15.00 per share (the midpoint of the price range on the cover of this prospectus) because the price that you pay will be substantially greater than the net tangible book value per share that you acquire. For a further description of the dilution that you will experience immediately after this offering, see the section of this prospectus titled "Dilution."

Immediately following the completion of this offering, the SG Members will have the right to have their LLC Interests redeemed or exchanged into shares of Class A common stock, which, if exercised, will dilute your economic interest in SciPlay.

After this offering, we will have an aggregate of 603,000,000 shares of Class A common stock authorized but unissued, including 104,400,000 shares of Class A common stock issuable upon redemption or exchange of LLC Interests that will be held by the SG Members. SciPlay Parent LLC will enter into the SciPlay Parent LLC Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the SG Members will be entitled to have their LLC Interests redeemed or exchanged for shares of our Class A common stock or, at our option, cash. Shares of our Class B common stock will be cancelled on a one-for-one basis whenever the SG Members' LLC Interests are so redeemed or exchanged. While any redemption or exchange of LLC Interests and corresponding cancellation of our Class B common stock will reduce the SG Members' economic interest in SciPlay Parent LLC and its voting interest in us, the related issuance of our Class A common stock will dilute your economic interest in SciPlay. We cannot predict the timing or size of any future issuances of our Class A common stock resulting from the redemption or exchange of LLC Interests.

Future issuances or resales of Class A common stock by the SG Members or others, or the perception that such issuances or resales may occur, could cause the market price of our Class A common shares to decline.

In connection with this offering, we intend to enter into a Registration Rights Agreement with the SG Members, pursuant to which the shares of Class A common stock issued to the SG Members

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upon redemption or exchange of LLC Interests will be eligible for resale, subject to certain limitations set forth therein. See "Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement." Following this offering, we also intend to file one or more registration statements with the SEC covering shares of our Class A common stock available for future issuance under our equity incentive plans. Upon effectiveness of such registration statements, any shares subsequently issued under such plans will be eligible for sale in the public market, except to the extent that they are restricted by lock-up agreements and subject to compliance with Rule 144 in the case of our affiliates.

We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock, including upon the redemption or exchange of LLC Interests, may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of our Class A common stock and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If few or no securities or industry analysts cover us, the trading price for our Class A common stock would be negatively impacted. If one or more of the analysts who covers us downgrades our Class A common stock, publishes incorrect or unfavorable research about our business, ceases coverage of our company or fails to publish reports on us regularly, demand for our Class A common stock could decrease, which could cause the price of our Class A common stock or trading volume to decline.

We do not currently intend to pay dividends on our Class A common stock.

We do not intend to pay any dividends to holders of our Class A common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Any determination to pay dividends in the future will be at the discretion of our board of directors and subject to limitations under applicable law. Therefore, you are not likely to receive any dividends on your Class A common stock for the foreseeable future, and the success of an investment in our Class A common stock will depend upon any future appreciation in its value. Moreover, any ability to pay dividends will be restricted by the terms of the Revolver, and may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. Consequently, investors may need to sell all or part of their holdings of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that our Class A common stock will appreciate in value or even maintain the price at which our stockholders have purchased our Class A common stock. Investors seeking cash dividends should not purchase our Class A common stock.

Provisions in our articles of incorporation, bylaws and Nevada law may prevent or delay an acquisition of us, which could decrease the trading price of our Class A common stock.

Our articles of incorporation and bylaws will contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt an unsolicited bid to acquire our company. These provisions include:

•: rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings;

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•: empowering only the board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
•: the absence of cumulative voting rights in the election of directors;
•: limiting the ability of stockholders to act by written consent or to call special meetings after Scientific Games ceases to beneficially own, directly or indirectly, more than 50% of our combined voting power; and
•: the right of our board of directors to issue preferred stock without stockholder approval.

These provisions could make it more difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many stockholders. Nevada law could also prevent attempts by our stockholders to replace or remove our current management and incumbent directors. As a result, stockholders may be limited in their ability to obtain a premium for their shares or control our management or board. See "Description of Capital Stock" for a discussion of these provisions.

The provisions of our articles of incorporation and bylaws requiring exclusive forum in the Eighth Judicial District Court of Clark County, Nevada for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our articles of incorporation and bylaws will provide that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, will be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in our name or right or on our behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes, or NRS, Chapters 78 or 92A or any provision of our articles of incorporation or our bylaws, (iv) to interpret, apply, enforce or determine the validity of our articles of incorporation and bylaws or (v) asserting a claim governed by the internal affairs doctrine; provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our articles of incorporation and bylaws will further provide that, in the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action, suit or proceeding, then any other state district court located in the State of Nevada will be the sole and exclusive forum therefor and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then a federal court located within the State of Nevada will be the sole and exclusive forum therefor. Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law in the types of lawsuits to which they apply, these provisions may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies' articles of incorporation and bylaws has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our articles of incorporation and bylaws to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provisions contained in our articles of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

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Limitations on director and officer liability and our indemnification of our directors and officers may discourage stockholders from bringing suit against a director or officer.

Our articles of incorporation and bylaws will provide, pursuant to Nevada law, that our directors and officers will not be personally liable to us or our stockholders for damages as a result of any act or failure to act in his or her capacity as a director or officer unless (i) the statutory presumption in his or her favor established by NRS 78.138(3) is rebutted, (ii) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer, and (iii) the breach involved intentional misconduct, fraud or a knowing violation of law. These provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer. In addition, our articles of incorporation and bylaws will require indemnification of directors and officers to the fullest extent permitted by Nevada law.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

Our articles of incorporation authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

We may be subject to securities class action, which may harm our business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert management's attention from other business concerns, which could seriously harm our business, results of operations, financial condition or cash flows.

We may also be called on to defend ourselves against lawsuits relating to our business operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of management's attention and resources that are needed to successfully run our business.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Transactions," "Business" and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. Any estimates and forward-looking statements contained in this prospectus speak only as of the date of this prospectus and are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled "Risk Factors." You should specifically consider the numerous risks outlined under "Risk Factors."

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

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THE TRANSACTIONS

Existing Organization

Prior to the consummation of this offering and the organizational transactions described below, the SG Members were the only members of SciPlay Parent LLC, which is currently treated as a partnership for U.S. federal income tax purposes. Upon consummation of this offering, SciPlay Parent LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any U.S. federal entity-level income taxes. Rather, taxable income or loss will be included in the U.S. federal income tax returns of SciPlay Parent LLC's members (SciPlay and the SG Members).

SciPlay was incorporated as a Nevada corporation on November 30, 2018 to serve as the issuer of the Class A common stock offered hereby and will be the sole manager of SciPlay Parent LLC following the consummation of the Transactions.

The Transactions

We refer to the organizational transactions below, as well as the consummation of this offering as described in this prospectus, as the "Transactions."

In connection with the closing of this offering, we will consummate the following organizational transactions:

•

the SciPlay Parent LLC Agreement will be amended and restated to, among other things, (i) provide for a single class of LLC Interests, (ii) exchange all of the SG Members' existing member's interests in SciPlay Parent LLC for LLC Interests, (iii) provide for the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of our Class A common stock or, at our option, cash and (iv) appoint SciPlay as the sole manager of SciPlay Parent LLC;

•

SciPlay's articles of incorporation will be amended and restated to, among other things, provide for Class A common stock and Class B common stock;

•

SciPlay will issue and sell 22,000,000 shares of Class A common stock to the purchasers in this offering (or 25,300,000 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

SciPlay intends to use the net proceeds from this offering (including net proceeds received upon exercise of the underwriters' option to purchase additional shares of Class A common stock), after deducting the underwriting discount, as follows:

•: $280.2 million to acquire from SG Holding I 19,872,340 LLC Interests (or $326.7 million and 23,172,340 LLC Interests, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
•: $30.0 million to acquire from SciPlay Parent LLC 2,127,660 newly issued LLC Interests;

•

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corporate purposes, including to pay a portion of contingent acquisition consideration that may become payable as a result of this offering;

•: SciPlay will issue shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the foregoing transactions;
•: following the consummation of the transactions described above, the SG Members will own 82.6% of the LLC Interests (or 80.0% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and 100% of the shares of SciPlay's Class B common stock; and
•: SciPlay, SciPlay Parent LLC and the SG Members will enter into the TRA, and SciPlay and the SG Members will enter into the Registration Rights Agreement.

Organizational Structure Following the Offering

Immediately following the completion of the Transactions:

•: our articles of incorporation will require us at all times to maintain (i) a ratio of one LLC Interest owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares, shares underlying certain convertible or exchangeable securities and shares of unvested restricted stock issued pursuant to certain employee incentive plans) and (ii) a one-to-one ratio between the number of shares of Class B common stock issued by us and owned by the SG Members and the number of LLC Interests owned by the SG Members, and the SciPlay Parent LLC Agreement will require SciPlay Parent LLC at all times to maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us (subject to equivalent exceptions);
•: the SG Members will own (i) LLC Interests, representing 82.6% of the economic interest in SciPlay Parent LLC (or 80.0%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) Class B common stock representing approximately 97.9% of our combined voting power (or approximately 97.6%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
•: we will own LLC Interests representing 17.4% of the economic interest in SciPlay Parent LLC (or 20.0%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and we will be the sole manager of SciPlay Parent LLC; and
•: purchasers in this offering (i) will own 22,000,000 shares of Class A common stock, representing approximately 2.1% of our combined voting power (or approximately 25,300,000 shares and 2.4%, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through our ownership of LLC Interests, indirectly hold approximately 17.4% of the economic interest in SciPlay Parent LLC (or 20.0%, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Immediately following the Transactions, we will be a holding company, and our sole material asset will be LLC Interests of SciPlay Parent LLC. As the sole manager of SciPlay Parent LLC, we will control all of the business and affairs of SciPlay Parent LLC. Accordingly, although we will have a minority economic interest in SciPlay Parent LLC, we will have the sole voting interest in, and control the management of SciPlay Parent LLC.

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Our corporate structure following this offering, as described above, is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the SG Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or "passthrough" entity, for U.S. income tax purposes following the offering. One of these benefits is that future taxable income of SciPlay Parent LLC that is allocated to the SG Members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the SciPlay Parent LLC entity level. Additionally, because the SG Members may redeem or exchange their LLC Interests for newly issued shares of our Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the SG Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. For more information regarding the redemption and exchage of LLC Interests, see "Certain Relationships and Related Party Transactions—The Transactions—SciPlay Parent LLC Agreement—Redemption Rights of Members."

We will receive the same benefits as the SG Members on account of our ownership of LLC Interests in an entity treated as a partnership, or "passthrough" entity, for U.S. income tax purposes. As the SG Members redeem or exchange their LLC Interests, we will obtain a step-up in tax basis in our share of SciPlay Parent LLC assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. We expect to enter into the TRA with SciPlay Parent LLC and the SG Members that will provide for the payment by us to the SG Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in the tax basis of assets of SciPlay Parent LLC (a) in connection with this offering, (b) resulting from any redemptions or exchanges of LLC Interests pursuant to the SciPlay Parent LLC Agreement or (c) resulting from certain distributions (or deemed distributions) by SciPlay Parent LLC and (ii) certain other tax benefits related to our making of payments under the TRA.

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The following diagram shows our organizational structure after giving effect to the Transactions, based on the assumed offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock in this offering:

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $310.2 million, assuming an initial public offering price of $15.00 per share of Class A common stock (the midpoint of the range set forth on the cover page of this prospectus), after deducting the estimated underwriting discount.

Each $1.00 increase (decrease) in the public offering price per share of Class A common stock would increase (decrease) our net proceeds, after deducting the corresponding estimated underwriting discount by $20.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us by approximately $14.1 million, assuming that the initial public offering price is the midpoint of the range set forth on the cover page of this prospectus, after deducting the corresponding estimated underwriting discount.

We intend to use the net proceeds of this offering to purchase LLC Interests from SG Holding I and SciPlay Parent LLC, at a purchase price per interest equal to the initial public offering price per share of Class A common stock less the underwriting discount, as follows:

•: $255.0 million to purchase LLC Interests from SG Holding I, which amount will be used by SG Holding I to make the Upfront License Payment required under the IP License Agreement;
•: $10.0 million to purchase LLC Interests from SciPlay Parent LLC, which amount will be used by SciPlay Parent LLC to pay fees and expenses in connection with the Transactions, including this offering;
•: $20.0 million to purchase LLC Interests from SciPlay Parent LLC, which amount will be used by SciPlay Parent LLC for general corporate purposes, including to pay a portion of contingent acquisition consideration that may become payable as a result of this offering; and
•: $25.2 million to purchase LLC interests from SG Holding I (based on the assumed offering and sale of an aggregate of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus).

If the underwriters exercise their option to purchase additional shares of Class A common stock in full, we estimate that our additional net proceeds will be approximately $46.5 million, assuming an initial public offering price of $15.00 per share of Class A common stock (the midpoint of the range set forth on the cover page of this prospectus), after deducting the corresponding estimated underwriting discount. We will use the additional net proceeds we receive pursuant to any exercise of the underwriters' option to purchase additional shares of Class A common stock to purchase

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additional LLC Interests from SG Holding I to maintain the one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us.

Affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, who are underwriters in this offering, are lenders under certain credit facilities with our affiliate, Scientific Games International, Inc., a wholly owned subsidiary of Scientific Games Corporation. If any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to pay debt under such credit facilities, these underwriters or their affiliates may receive a portion that is 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Additionally, if any of the underwriters or their affiliates hold notes issued by Scientific Games International, Inc., they may receive a portion of the proceeds of this offering if any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to repurchase or redeem any such outstanding notes. Because of the manner in which the proceeds may be used, this offering is being made in compliance with FINRA Rule 5121. Additionally, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, who are acting as underwriters in this offering, will act as joint lead arrangers and joint bookrunners under our Revolver that we expect to enter in connection with this offering. Moreover, none of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. or RBC Capital Markets, LLC is permitted to sell Class A common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See "Underwriting (Conflicts of Interest)."

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DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. If we decide to pay cash dividends in the future, the declaration and payment of such dividends will be at the sole discretion of our board of directors and may be discontinued at any time. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. In determining the amount of any future dividends, our board of directors will take into account any legal or contractual limitations, our actual and anticipated future earnings, cash flow, debt service and capital requirements and other factors that our board of directors may deem relevant. We are a holding company, and substantially all of our operations are carried out by SciPlay Parent LLC and its subsidiaries, and therefore we will only be able to pay dividends from funds we receive from SciPlay Parent LLC. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See "Risk Factors—Risks Related to This Offering and Ownership of Our Class A Common Stock—We do not currently intend to pay dividends on our Class A common stock" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility."

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of December 31, 2018:

•: of SG Social Holding Company II, LLC and its subsidiaries on an actual basis; and
•: of SciPlay and its subsidiaries on a pro forma basis giving effect to the Transactions, including the sale and issuance by us of 22,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after (i) deducting the estimated underwriting discount and (ii) the application of the proceeds from the offering, each as described under "Use of Proceeds."

You should read this table in conjunction with the financial statements and related notes included elsewhere in this prospectus as well as "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data," "Use of Proceeds," "The Transactions," "Selected Consolidated Financial and Other Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

	As of December 31, 2018

(millions, except share and per share amounts)	SG Social Holding Company II, LLC Actual		SciPlay Corporation Pro Forma ⁽¹⁾ ⁽²⁾
Cash and cash equivalents	$	10.0	$	30.1



Parent's/stockholders' equity:
Class A common stock, par value $.001 per share, 625,000,000 shares authorized, pro forma; 22,000,000 shares issued and outstanding, pro forma		—		—
Class B common stock, par value $.001 per share, 130,000,000 shares authorized, pro forma; 104,400,000 shares issued and outstanding, pro forma		—		0.1
Additional paid-in capital		—		51.1
Accumulated other comprehensive loss		—		(1.8	)

Total Parent's/stockholders' equity		138.6		49.4

Non-controlling interest		—		114.5

Total capitalization	$	148.6	$	194.0

(1): Each $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share of Class A common stock, which is the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma amount of each of additional paid-in capital, total stockholders' equity and total capitalization by $20.7 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the corresponding estimated underwriting discount. We may also increase or decrease the number of shares of Class A common stock we are offering. Each increase (decrease) of 1,000,000 in the number of shares of Class A common stock offered by us would increase (decrease) the pro forma amount of each of additional paid-in capital, total stockholders' equity and capitalization by $14.1 million, assuming an initial public offering price of $15.00 per share of Class A common stock, after deducting the corresponding estimated underwriting discount. Due to our expected use of proceeds as described in "Use of Proceeds," we do not expect our cash and cash equivalents to increase beyond the amounts in the table above. Our cash and cash equivalents will be less than the amounts shown above to the extent the proceeds from this offering are not sufficient

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for us to purchase up to $20.0 million in LLC Interests from SciPlay Parent LLC for use by SciPlay Parent LLC for general corporate purposes as described in "Use of Proceeds."

(2): In connection with the consummation of this offering, we expect to enter into the Revolver, pursuant to which we will be able to borrow up to $150.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility."

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DILUTION

Because the SG Members will not own any Class A common stock or have any right to receive distributions from SciPlay after this offering, we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that the SG Members have all of their LLC Interests redeemed or exchanged for newly issued shares of Class A common stock on a one-to-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock, from SciPlay) in order to more meaningfully present the potential dilutive impact on the investors in this offering. We refer to the assumed redemption or exchange of all LLC Interests for shares of Class A common stock as described in the previous sentence as the "Assumed Redemption."

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock after this offering.

Pro forma net tangible book value per Class A share of SciPlay is determined by dividing our total tangible assets less our total liabilities by the number of shares of our Class A common stock outstanding. As of December 31, 2018, after giving effect to the Transactions (other than payment for the Transactions as described in "Use of Proceeds") and the Assumed Redemption, but not this offering, we had a pro forma net tangible book value of $4.3 million, or $0.03 per share of Class A common stock.

After giving further effect to receipt of the net proceeds from our issuance and the sale of 22,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $15.00 per share of Class A, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount, our pro forma as adjusted net tangible book value as of December 31, 2018 would have been approximately $29.7 million, or approximately $0.23 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.20 per share to our existing stockholders and an immediate dilution of approximately $14.77 per share to new investors participating in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:


Assumed initial public offering price per share of Class A common stock			$	15.00
Pro forma net tangible book value per share as of December 31, 2018, after giving effect to the Transactions ⁽¹⁾ and the Assumed Redemption, but not this offering	$	0.03
Increase in pro forma net tangible book value per share attributable to investors in this offering		0.20

Pro forma as adjusted net tangible book value per Class A share after this offering			$	0.23

Dilution per share to new Class A common stock investors in this offering			$	14.77

(1): Pro forma net tangible book value per share as of December 31, 2018 does not give effect to the $255.0 million Upfront License Payment under the IP License Agreement and the equity distribution to Bally Gaming of $25.2 million, as such amounts will be paid with proceeds from the offering.

As described in "Use of Proceeds," to the extent we receive more than $285.0 million in proceeds from this offering, net of the estimated underwriting discount, we will use any such net proceeds to purchase additional LLC Interests from SG Holding I, which will result in no change to our pro forma as adjusted net tangible book value. Our pro forma as adjusted net tangible book value

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will be less than the amount shown above to the extent the proceeds from this offering are not sufficient for us to purchase up to $20.0 million in LLC interests from SciPlay Parent LLC for use by SciPlay Parent LLC for general corporate purposes as described in "Use of Proceeds."

If the underwriters exercise their option to purchase additional shares of our Class A common stock, we will use the additional net proceeds we receive pursuant to any such exercise to purchase additional shares of Class A common stock to purchase an equal number of additional LLC Interests from SG Holding I. Accordingly, assuming a full exercise of the underwriters' option and an initial public offering price of $15.00 per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount, there would be no change to our pro forma as adjusted net tangible book value after this offering.

The following table summarizes on the pro forma basis described above, as of December 31, 2018, the differences between the number of shares of Class A common stock purchased from us, the total consideration paid to us in cash and the average price per share that existing stockholders and new investors paid. The calculation below is based on an assumed initial public offering price of $15.00 per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discount and estimated offering expenses payable by us.

	Shares of Class A Common Stock

						Total Consideration
						Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
SG Members		104,400,000		82.6	%	$	—		—	%	$	—
New investors		22,000,000		17.4			330,000,000		100.0			15.00

Total		126,400,000		100.0	%		330,000,000		100.0	%	$	15.00

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters' option to purchase additional shares of Class A common stock from us. If the underwriters' option to purchase additional shares of our Class A common stock were exercised in full, the SG Members would own 80.0% and the investors purchasing shares of our Class A common stock in this offering would own 20.0% of the total number of shares of our common stock outstanding immediately after completion of this offering.

The foregoing tables and calculations are based on the number of shares of our Class A common stock that will be outstanding immediately following the Transactions, including this offering, and after giving effect to the Assumed Redemption, but excluding 6,500,000 shares of our Class A common stock reserved for future grants or for sale under our Long-Term Incentive Plan as described in "Executive Compensation—2019 Long-Term Incentive Plan."

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the selected consolidated financial and other data for SG Social Holding Company II, LLC for the periods indicated. SG Social Holding Company II, LLC, which is a holding company and which sole material asset was its member's interests in SciPlay Parent LLC, is the predecessor of the issuer, SciPlay, for financial reporting purposes. The selected consolidated statements of income data for the years ended December 31, 2018 and 2017 and the selected consolidated balance sheet data as of December 31, 2018 and December 31, 2017 are derived from the audited consolidated financial statements of SG Social Holding Company II, LLC and its subsidiaries included in this prospectus.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The selected consolidated financial and other data included in this section are not intended to replace the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

You should read the following selected consolidated financial and other data together with the more detailed information contained in "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The selected consolidated financial and other data of SciPlay have not been presented, as SciPlay is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

	SG Social Holding Company II, LLC

	Year Ended December 31,
(in millions)	2018		2017
Statement of Income Data:
Revenue	$	416.2	$	361.4
Operating expenses:
Cost of revenue ⁽¹⁾ ⁽⁵⁾		160.4		138.6
Sales and marketing ⁽¹⁾		105.7		86.7
General and administrative ⁽¹⁾		34.5		44.5
Research and development ⁽¹⁾		25.6		26.5
Depreciation and amortization		15.1		17.0
Contingent acquisition consideration		27.5		—
Restructuring and other		1.0		0.3

Operating income		46.4		47.8

Other income (expense):
Other income (expense), net		3.0		(2.6	)

Total other income (expense)		3.0		(2.6	)

Net income before income taxes		49.4		45.2
Income tax expense		10.4		22.1

Net income ⁽⁵⁾	$	39.0	$	23.1

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(in millions, except ARPDAU and percentages)	SG Social Holding Company II, LLC

Selected Other Data:
AEBITDA ⁽²⁾ ⁽⁵⁾	$	94.0		$	69.4
Net income margin ⁽³⁾		9.4	%		6.4	%
AEBITDA margin ⁽²⁾		22.6	%		19.2	%
Average MAU ⁽⁴⁾		8.3			7.6
Average DAU ⁽⁴⁾		2.6			2.5
ARPDAU ⁽⁴⁾	$	0.43		$	0.40
Mobile penetration ⁽⁴⁾		78	%		72	%

	SG Social Holding Company II, LLC

(in millions)	As of December 31, 2018		As of December 31, 2017
Balance Sheet Data:
Cash and cash equivalents	$	10.0	$	16.8
Total assets		194.9		211.6
Total contingent acquisition consideration liability		29.3		1.8
Total Parent's/Stockholders' equity		138.6		163.0

(1): Excluding Depreciation and amortization.
(2): AEBITDA and AEBITDA margin, as used herein, are non-GAAP financial measures that are presented as supplemental disclosure and are fully described and reconciled to the most directly comparable GAAP measure in footnote three to "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data."
(3): Net income margin represents net income as a percentage of revenue, which is the most directly comparable GAAP measure to AEBITDA margin described above.
(4): See the definitions of the key performance indicators in "Management's Discussion and Analysis of Financial Condition and Results of Operations."
(5): The years ended December 31, 2018 and 2017 include $26.1 million and $23.6 million, respectively, in intellectual property royalties paid to Scientific Games for use of its intellectual property, which are included in cost of revenue. Under the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated financial statements consist of the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2018 and the unaudited pro forma condensed consolidated balance sheet as of December 31, 2018. The unaudited pro forma condensed consolidated financial statements have been derived by application of pro forma adjustments to SG Social Holding Company II, LLC consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated balance sheet reflects the Transactions, as described in this prospectus, as if they occurred on December 31, 2018, while the unaudited pro forma condensed consolidated statement of income gives effect to the Transactions as if they occurred on January 1, 2018. The following are the organizational transactions reflected in these unaudited pro forma condensed consolidated financial information, with a more detailed description of the Transactions included elsewhere in this prospectus:

•

SciPlay's articles of incorporation will be amended and restated to, among other things, provide for Class A common stock and Class B common stock;

•

•: $280.2 million to acquire from SG Holding I 19,872,340 LLC Interests (or $326.7 million and 23,172,340 LLC Interests, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
•: $30.0 million to acquire from SciPlay Parent LLC 2,127,660 newly issued LLC Interests;

•

SciPlay Parent LLC intends to use the net proceeds from the sale of its newly issued LLC Interests in this offering to pay fees and expenses of approximately $10.0 million in connection with the Transactions, including this offering, and $20.0 million for general corporate purposes, which may include the payment of contingent acquisition consideration;

•

SciPlay will issue shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the foregoing transactions;

•

following the consummation of the transactions described above, the SG Members will own 82.6% of the LLC Interests (or 80.0% if the underwriters exercise in full their option to

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purchase additional shares of Class A common stock) and 100% of the shares of SciPlay's Class B common stock; and

•: SciPlay, SciPlay Parent LLC and the SG Members will enter into the TRA, and SciPlay and the SG Members will enter into the Registration Rights Agreement.

The pro forma adjustments, described in the related notes, are based on currently available information and methodologies that are factually supportable and directly attributable to the Transactions, and the unaudited pro forma condensed consolidated statement of income reflects only those adjustments that are expected to have a continuing impact on our results of operations. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to represent our consolidated results of operations or consolidated financial position that would actually have occurred had the Transactions referred to above been consummated on the dates assumed or to project our consolidated results of operations or consolidated financial position for any future date or period. Actual results could differ, perhaps materially, from these estimates and assumptions.

Scientific Games currently licenses intellectual property and provides certain services to us, and costs associated with these functions have been charged to us and settled in cash under the intercompany agreements entered into in September 2016. The charges include costs related to corporate services, such as executive management, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing, shared facilities and other services. These costs were charged on the basis of direct usage and actual costs when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures. Stock-based compensation expense includes the stock-based compensation expense recognized by SG Social Holding Company II, LLC associated with Scientific Games Corporation's equity compensation plans in its financial statements directly related to Social business line employees who are participants in Scientific Games Corporation's stock compensation plan. These amounts are reflected within operating expenses in our consolidated statements of income and comprehensive income. Management believes the basis on which the expenses have been charged to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. We generally expect to continue to use these services following the completion of this offering, depending on the type of the service and the location at which such service is provided. However, these charges may not necessarily be indicative of the actual expenses we would have incurred as an independent company during the periods presented and prior to the offering or of the costs we will incur in the future. As part of the Transactions and pursuant to the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our

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currently available games. The amount charged to us for the year ended December 31, 2018 for such royalties and fees was $26.1 million. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."

Following the completion of this offering, we will be subject to the reporting requirements of the Exchange Act. We will be required to establish procedures and practices as a standalone public company in order to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically charged to us from Scientific Games. We have not included any pro forma adjustments relating to these costs.

The presentation of the unaudited pro forma condensed consolidated financial information is prepared in conformity with Article 11 of Regulation S-X.

The following unaudited pro forma condensed consolidated financial statements and the related notes should be read in conjunction with the sections titled "Use of Proceeds," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2018

(In millions, except share and per share information)

	SG Social Holding Company II, LLC			Adjustments for the Transactions				As Adjusted			Adjustments for this Offering				SciPlay Corporation Pro Forma

ASSETS
Current assets:
Cash and cash equivalents	$	10.0		$	(280.2	)	(1)(2)				$	300.3		(3)	$	30.1
Accounts receivable, net		31.5			—			$	31.5			—				31.5
Prepaid expenses and other current assets		5.6			—				5.6			(2.7	)	(5)		2.9

Total current assets		47.1			(280.2	)						298.3				64.5
Property and equipment, net		1.8			—				1.8			—				1.8
Goodwill		120.7			—				120.7			—				120.7
Intangible assets, net		13.6			—				13.6			—				13.6
Software, net		4.3			—				4.3			—				4.3
Deferred income taxes		6.4			71.0		(4)		77.4			—				77.4
Other assets		1.0			—				1.0			—				1.0

Total assets	$	194.9		$	(209.2	)					$	298.3			$	283.3



LIABILITIES AND PARENT'S/STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	12.7		$	—			$	12.7		$	(2.7	)	(5)	$	10.0
Accrued liabilities		28.0			—				28.0			—				28.0
Due to affiliate		3.7			—				3.7			—				3.7

Total current liabilities		44.4			—				44.4			(2.7	)			41.7
Deferred income taxes		—			—				—			—				—
Other long-term liabilities		11.9			—				11.9			—				11.9
Liabilities under TRA		—			65.8		(4)		65.8			—				65.8

Total liabilities		56.3			65.8				122.1			(2.7	)			119.4

Commitments and contingencies (see Note 8 to the consolidated financial statements of SG Social Holding Company II, LLC)
Parent's/Stockholders' Equity:
Class A common stock, par value $.001 per share, 625,000,000 shares authorized; 22,000,000 shares issued and outstanding, on pro forma basis		—			—				—							—
Class B common stock, par value $.001 per share, 130,000,000 shares authorized; 104,400,000 shares issued and outstanding, on pro forma basis		—			—				—			0.1		(3)		0.1
Additional paid-in capital					(249.0	)	(4)(6)(7)(8)		(249.0	)		300.1		(5)(8)		51.1
Accumulated net parent investment		140.8			(140.8	)	(1)(2)(7)		—			—				—
Accumulated other comprehensive income (loss)		(2.2	)		0.4		(6)		(1.8	)		—				(1.8	)

Total Parent's/Stockholders' equity attributable to SciPlay					(389.4	)						298.3				49.4

Non-controlling interest					114.5		(6)		114.5			—				114.5

Total Parent's/Stockholders' equity		138.6			(274.9	)						—				163.9

Total liabilities and Parent's/Stockholders' equity	$	194.9		$	(209.2	)					$	298.3			$	283.3

See accompanying notes to unaudited pro forma condensed consolidated balance sheet.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(1)

Represents the payments for the purchase of (i) 2,127,660 newly issued LLC Interests from SciPlay Parent LLC at a purchase price per interest equal to the initial public offering price per share of Class A common stock less the underwriting discount and (ii) 19,872,340 LLC Interests from SG Holding I at a purchase price per interest equal to the initial public offering price per share of Class A common stock less the underwriting discount.

(2)

Represents the payment to Bally Gaming of $255.0 million for the purchase of an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license from Bally Gaming for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. The amount charged to us for the year ended December 31, 2018 for such royalties and fees was $26.1 million. The purchase price of the license was determined based on the appropriate valuation methodology performed by a third-party valuation specialist. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."

For pro forma and accounting purposes, this transaction will be treated as a deemed distribution for accounting purposes only as it constitutes a transaction between entities under common control. Because this transaction has been accounted for as a transaction among entities under common control, and Bally Gaming has no carrying amount assigned to such intellectual property, SciPlay has not recorded any accounting value for this intellectual property license.

Additionally, the amount includes the equity distribution to Bally Gaming of $25.2 million representing excess proceeds after the payments associated with the Transactions.

(3)

Represents the receipt of approximately $300.2 million by us associated with the sale of 22,000,000 shares of our Class A common stock in this offering at the initial public offering price of $15.00 per share (the midpoint of the price range set forth on the cover page of this prospectus) after deducting the estimated underwriting discount and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $15.00 per share would increase or decrease the net proceeds we receive from this offering by approximately $20.7 million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Each increase (decrease) of 1 million shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds we receive from this offering by approximately $14.1 million, assuming an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us. However, due to our expected use of proceeds as described in "Use of Proceeds," we do not expect our pro forma cash and cash equivalents to increase beyond the amount reflected in the unaudited pro forma condensed consolidated balance sheet. Our pro forma cash and cash equivalents will be less than the amount reflected in the unaudited pro forma condensed consolidated balance sheet to the extent the proceeds from this offering are not sufficient for us to purchase up to $20.0

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million in LLC Interests from SciPlay Parent LLC for use by SciPlay Parent LLC for general corporate purposes as described in "Use of Proceeds."

The following table reconciles the gross proceeds from this offering to the net cash proceeds to SciPlay, exclusive of transaction (1) described above:


Initial public offering price	$	15.00

Shares of Class A common stock issued in this offering		22,000,000
Gross proceeds	$	330,000,000
Underwriting discount		(19,800,000	)
Professional fees and expenses related to this offering		(10,000,000	)

Net cash proceeds	$	300,200,000

Additionally, the adjustment also includes the issuance of 104,400,000 shares of our Class B common stock at $.001 par value.

(4)

Adjustments reflect the effects of the TRA on our consolidated balance sheet as a result of SciPlay's purchase of LLC Interests. Pursuant to the TRA, SciPlay will be required to make cash payments to the SG Members equal to 85% of the savings, if any, in U.S. federal, state and local income taxes that SciPlay actually realizes, or in some circumstances is deemed to realize, as a result of certain future tax benefits to which SciPlay may become entitled. SciPlay expects to benefit from the remaining 15% of the tax benefits, if any, that it may actually realize. As a result of SciPlay's purchase of LLC Interests from SG Holding I in this offering, on a cumulative basis, the net effect of accounting for income taxes and the TRA on our financial statements will be a net increase in stockholders' equity of $5.2 million. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA have been estimated and are based on the assumption that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets. A summary of the adjustments is as follows:

•: we will record an increase of $77.2 million in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased LLC Interests, based on a statutory income tax rate of 24.0% (which includes a provision for U.S. federal, state, and local income taxes), which will be offset by the write-off of historical deferred tax assets of $6.2 million;
•: we will record $65.8 million, which represents 85% of the estimated realizable tax benefit resulting from (i) the increase in tax basis in the tangible and intangible assets of SciPlay Parent LLC related to the purchased LLC Interests as noted above and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA, as an increase to the liability due to the SG Members under the TRA; and
•: we will record an increase to additional paid-in capital of $5.2 million, related to the difference between the increase in deferred tax assets and the increase in liability due to the SG Members under the TRA.

(5)

Reflects the reclassification of $2.7 million in deferred professional fees associated with this offering that have been recorded in other assets and upon completion of this offering charged against the proceeds from this offering with a corresponding reduction in Additional paid-in capital.

(6)

As a result of the Transactions, SciPlay's sole material asset will be the ownership of 17.4% of the LLC Interests in, and its only business will be to act as the sole manager of, SciPlay Parent LLC. Therefore, pursuant to ASC 810 Consolidation , we will consolidate the financial

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results of SciPlay Parent LLC into our consolidated financial statements. The ownership interests of the members of SciPlay Parent LLC other than SciPlay will be accounted for as a non-controlling interest in SciPlay's consolidated financial statements after this offering. Immediately following this offering, the non-controlling interest of SciPlay will represent 82.6% of the outstanding common member's interests, calculated as follows:



Interest in SciPlay Parent LLC held by SciPlay	22,000,000	17.4	%
Non-controlling interest in SciPlay Parent LLC held by Scientific Games	104,400,000	82.6	%

	126,400,000	100	%

: If the underwriters were to exercise their option to purchase additional shares of our Class A common stock in full, SciPlay would own 20.0% of the economic interest of SciPlay Parent LLC and Scientific Games would own the remaining 80.0% of the economic interest of SciPlay Parent LLC.
(7): Reflects the elimination of Net parent investment and establishment of Additional paid-in capital as part of the purchase of 17.4% of LLC Interests in SciPlay Parent LLC from the SG Members.
(8): Reflects the impact of the transactions described in (3), (4), (5) and (7) above on Additional paid-in capital summarized as follows:


Share price in excess of par value of Class A common stock issued in this offering(3)	$	310.2
Professional fees and expenses related to this offering(3)(5)		(10.0	)
Net impact of TRA and deferred income taxes(4)		5.2
Purchase of 17.4% of LLC Interests of SciPlay Parent LLC from SG Holding I and impact of elimination of Net parent investment(7)		(254.3	)

Additional paid-in capital pro forma adjustment	$	51.1

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

Year Ended December 31, 2018

(In millions, except share and per share information)

	SG Social Holding Company II, LLC		Adjustments for the Transactions				As Adjusted			Adjustments for this Offering			SciPlay Corporation Pro Forma

Revenue	$	416.2	$	—			$	416.2		$	—		$	416.2
Operating expenses:
Cost of revenue ^(a)		160.4		(26.1	)	(1)		134.3			—			134.3
Sales and marketing ^(a)		105.7		—				105.7			—			105.7
General and administrative ^(a)		34.5		—				34.5			—			34.5
Research and development ^(a)		25.6		—				25.6			—			25.6
Depreciation and amortization		15.1		—				15.1			—			15.1
Contingent acquisition consideration		27.5		—				27.5			—			27.5
Restructuring and other		1.0		—				1.0			—			1.0

Operating income		46.4		26.1				72.5			—			72.5
Other (expense) income:
Other expense, net		3.0		(0.8	)	(2)		2.2			—			2.2

Total other (expense) income		3.0		(0.8	)			2.2			—			2.2

Net income before income taxes		49.4		25.3				74.7			—			74.7
Income tax expense		10.4		(8.3	)	(1)(2)(4)		2.1			—			2.1

Net income	$	39.0		33.6				72.6			—			72.6



Less: net income attributable to non-controlling interest				(62.5	)	(3)		(62.5	)		—			(62.5	)

Net income attributable to SciPlay							$	10.1		$	—		$	10.1



Net income per share:
Basic		N/A											$	0.46
Diluted		N/A											$	0.46
Weighted-average shares used to compute net loss per share:
Basic		N/A										(5)		22,000,000
Diluted		N/A										(5)		22,000,000

^(a): Excluding Depreciation and amortization

See accompanying notes to unaudited pro forma condensed consolidated statement of income.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(1): Reflects the impact of the purchase of an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license from Bally Gaming for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. The amount charged to us for the year ended December 31, 2018 for such royalties and fees was $26.1 million. For a description of the IP License Agreement, see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—IP License Agreement."
(2): Reflects an annual commitment fee of 0.500% on the $150.0 million unused portion of the Revolver. For description of our Revolver, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility."
(3): As a result of the Transactions, SciPlay will be the sole manager of SciPlay Parent LLC, and will have a minority economic interest in SciPlay Parent LLC, but as the sole manager will have all management powers over the business and affairs and will conduct, direct and exercise full control over the activities of SciPlay Parent LLC. Immediately following this offering, the non-controlling interest, representing the members of SciPlay Parent LLC other than SciPlay, will be 82.6% of the outstanding LLC Interests. Net income attributable to the non-controlling interest holders of SciPlay represents 82.6% of net income before income taxes, as well as net income attributable to non-controlling interest holders of SciPlay Parent LLC.
(4): Following this offering, SciPlay will be subject to U.S. federal and state income tax on its proportionate ownership share of income allocated from SciPlay Parent LLC. SciPlay will not be subject to U.S. federal and state income tax on the portion of domestic income from SciPlay Parent LLC that is allocable to non-controlling interests, thereby reducing SciPlay's income tax expense. This adjustment also reflects income tax impact for adjustments (1) and (2) above, which totaled a pre-tax expense of $6.3 million and benefit of $0.2 million, respectively.
(5): Weighted-average shares outstanding is based on shares outstanding, which is the number of shares of our Class A common stock expected to be outstanding following this offering. The calculation includes 22,000,000 shares assumed to be sold in this offering as of the date of this offering. The calculation does not consider Class B common stock as these shares do not participate in earnings of SciPlay.

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MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with "Selected Consolidated Financial and Other Data," "Unaudited Pro Forma Condensed Consolidated Financial Information" and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly under the "Risk Factors" and "Special Note Regarding Forward-Looking Statements" sections.

Overview

We are a leading developer and publisher of digital games on mobile and web platforms. We currently offer seven core games, including social casino games Jackpot Party Casino , Gold Fish Casino , Hot Shot Casino and Quick Hit Slots , and casual games MONOPOLY Slots , Bingo Showdown and 88 Fortunes Slots . Our social casino games typically include slots-style game play and occasionally include table games-style game play, while our casual games blend slots-style or bingo game play with adventure game features. All of our games are offered and played on multiple platforms, including Apple, Google, Facebook and Amazon. In addition to our internally created games, our content library includes recognizable, real-world slot and table games content from Scientific Games. This content allows players who like playing land-based slot machines to enjoy some of those same titles in our free-to-play games. We have access to Scientific Games' library of more than 1,500 iconic casino titles, including titles and content from third-party licensed brands such as JAMES BOND , MONOPOLY , MICHAEL JACKSON , CHEERS and THE GODFATHER .

We generate substantially all of our revenue from the sale of virtual coins, chips and bingo cards, which players of our games can use to play casino-style slot games and table games and bingo games. Players who install our games receive free virtual coins, cards or chips upon the initial launch of the game and additional free virtual coins, cards or chips at specific time intervals. Players may exhaust the virtual coins, cards or chips that they receive for free and may choose to purchase additional virtual coins, cards or chips in order to extend their time of game play.

The following timeline illustrates the evolution of our business.

Post-Offering Taxation and Expenses

After consummation of this offering, we will become subject to U.S. federal, state, foreign and local income taxes with respect to our allocable share of any taxable income of SciPlay Parent LLC and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur

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expenses related to our operations, plus payments under the TRA, which we expect to be substantial. We intend to cause SciPlay Parent LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the TRA. See "Certain Relationships and Related Party Transactions—SciPlay Parent LLC Agreement—Distributions."

In addition, as a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, increased auditing and legal fees and similar expenses.

Key Performance Indicators and Non-GAAP Measures

We manage our business by tracking several key performance indicators, each of which is tracked by our internal analytics systems and more fully described below and referred to in our discussion of operating results. Our key performance indicators are impacted by several factors that could cause them to fluctuate on a quarterly basis, such as platform providers' policies, restrictions, seasonality, user connectivity and addition of new content to certain portfolios of games. Future growth in players and engagement will depend on our ability to retain current players, attract new players, launch new games and features and expand into new markets and distribution platforms.

Mobile Penetration

Mobile penetration is defined as the percentage of total revenue generated from mobile platforms. We believe this indicator provides useful information in understanding revenue generated from mobile platforms such as smartphones and tablets.

Average Monthly Active Users (MAU)

MAU is defined as the number of individual users who played a game during a particular month. An individual who plays two different games or from two different devices may, in certain circumstances, be counted twice. However, we use third-party data to limit the occurrence of double counting. Average MAU for a period is the average of MAUs for each month for the period presented. We believe this indicator provides useful information in understanding the number of users reached across our portfolio of games on a monthly basis.

Average Daily Active Users (DAU)

DAU is defined as the number of individual users who played a game on a particular day. An individual who plays two different games or from two different devices may, in certain circumstances, be counted twice. However, we use third-party data to limit the occurrence of double counting. Average DAU for a period is the average of the monthly average DAUs for the period presented. We believe this indicator provides useful information in understanding the number of users reached across our portfolio of games on a daily basis.

Average Revenue Per Daily Active User ( ARPDAU)

ARPDAU is calculated by dividing revenue for the period by the average DAU for the period and then dividing by the number of days in the period. We believe this indicator provides useful information reflecting game monetization.

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AEBITDA and AEBITDA Margin

AEBITDA and AEBITDA margin, as used herein, are non-GAAP financial measures that are presented as supplemental disclosures and are fully described and reconciled to the most directly comparable GAAP measure in footnote three to "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data."

Comparability of Historical Results and Our Relationship with Scientific Games

Our consolidated financial statements, which are discussed below, are prepared on a standalone basis in accordance with GAAP and are derived from Scientific Games' consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributable to our operations, and include charges of expenses from Scientific Games. Our consolidated results are not necessarily indicative of our future performance and do not reflect what our financial performance would have been had we been a standalone public company during the periods presented.

Scientific Games currently licenses intellectual property and provides certain services to us under an intercompany intellectual property license agreement and intercompany services agreement, and costs associated with these functions have been charged to us and settled in cash pursuant to these agreements. These services and arrangements are more fully described in the section titled "Certain Relationships and Related Party Transactions." We generally expect to continue to use these services following the completion of this offering, depending on the type of the service and the location at which such service is provided, pursuant to the new Intercompany Services Agreement we will enter into in connection with this offering. Management believes the basis on which the expenses have been charged to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. However, these charges may not necessarily be indicative of the actual expenses we would have incurred as an independent company during the periods presented and prior to this offering or of the costs we will incur in the future. As part of the Transactions and pursuant to the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use such third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. The amount charged to us for the years ended December 31, 2018 and 2017 for such royalties and fees was $26.1 million and $23.6 million, respectively.

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administration and regulatory compliance costs. These additional costs may differ from the costs that were historically charged to us from Scientific Games.

Components of Our Results of Operations

Revenue

We generate substantially all of our revenue from the sale of virtual coins, chips and bingo cards, which players of our games can use to play slot games, table games and bingo games. Revenue from the sale of virtual coins, chips and bingo cards is generated on mobile and web platforms. Other revenue primarily represents advertising revenue, which is currently an insignificant portion of our total revenue. We expect our overall revenue to continue to grow as we continue to increase our market share and execute our strategy (described elsewhere in this prospectus). As player platform preferences change and continue to migrate to mobile, we expect revenue generated on web platforms to continue to decline.

Operating Expenses

Operating expenses consist primarily of cost of revenue, sales and marketing expenses, general and administrative expenses, R&D, D&A, contingent acquisition consideration, and restructuring and other expenses, each more fully described below. D&A expense is excluded from cost of revenue and other operating expenses, and is separately presented on the consolidated statements of income and comprehensive income.

Cost of Revenue

Cost of revenue consists primarily of fees paid to platform providers such as Facebook, Google, Apple and Amazon, which generally represent 30% of revenue, and licensing fees, which includes intellectual property royalties paid to both affiliated and unaffiliated third parties, and other direct expenses incurred to generate revenue. We expect the aggregate amount of cost of revenue to increase for the foreseeable future as we grow our revenue and expand our business.

Sales and Marketing

Sales and marketing expenses consist primarily of advertising costs related to marketing and player acquisition and retention, salaries and benefits for our sales and marketing employees and fees paid to consultants. We intend to continue to invest in sales and marketing to grow our player base both for our existing games and future games we may deploy. As a result, we expect the aggregate amount of sales and marketing expenses to increase for the foreseeable future as we grow our revenues and business and deploy new games. As deployed games mature, we generally expect sales and marketing expenses as a percentage of revenue attributable to such games to decrease.

General and Administrative

General and administrative expenses consist primarily of salaries, benefits, and stock-based compensation for our executives, finance, information technology, human resources and other administrative employees, and includes administrative parent services (see Note 9 to the consolidated financial statements of SG Social Holding Company II, LLC, which are included in this prospectus). In addition, general and administrative expenses include outside consulting, legal and accounting services, facilities and other supporting overhead costs not allocated to other departments. We expect that our aggregate amount of general and administrative expenses will increase for the foreseeable future as we continue to grow our business and incur additional expenses associated with being a publicly traded company.

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R&D

R&D expenses consist primarily of costs associated with game development, such as associated salaries, benefits, facilities and other supporting overhead costs associated with game development. Continued investment in enhancing existing games and developing new games is important to attaining our strategic objectives. As a result, we expect the aggregate amount of R&D expenses to increase for the foreseeable future as we grow our business, focus on retention of our development team and grow our facilities.

Contingent Acquisition Consideration

Contingent acquisition consideration expense consists of incremental consideration to be paid to former owners of businesses we acquired the amount of which exceeds the acquisition date estimation. As described in Note 1 to the audited consolidated financial statements of SG Social Holding Company II, LLC, which are included elsewhere in this prospectus, when an acquisition includes future consideration to be paid to previous owners of those businesses we have acquired, we estimate the fair value of the future payments and record the acquisition-date fair value as a component of the purchase price. We monitor such arrangements and evaluate them when conditions change. Any adjustments subsequent to the acquisition date estimate are recorded as contingent acquisition consideration expense. Because such expense is based on our current expectations of the future results of the acquired businesses, any adjustments are recorded if our expectations for the future change. Although we currently do not have any expectation that we will incur future contingent acquisition consideration, other than ongoing remeasurement of Spicerack contingent acquisition consideration, any such expenses will be dependent on future merger and acquisition activities and terms of those arrangements.

Restructuring and Other

Our restructuring and other expenses include charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; and (v) acquisition related and other unusual items other than contingent acquisition consideration. Restructuring and other expenses will increase or decrease based on management actions and/or occurrence of charges described herein and could materially change in the future depending on costs associated with the Transactions.

Results of Operations

Summarized Results of Operations

	Year Ended December 31,						Variance

($ in millions)	2018			2017			2018 vs. 2017
Revenue	$	416.2		$	361.4		$	54.8		15	%
Operating expenses		369.8			313.6			56.2		18	%

Operating income		46.4			47.8			(1.4	)	(3	)%
Net income ⁽²⁾		39.0			23.1			15.9		69	%
AEBITDA ⁽¹⁾⁽²⁾	$	94.0		$	69.4		$	24.6		35	%
Net income margin		9.4	%		6.4	%		3.0pp		nm
AEBITDA margin		22.6	%		19.2	%		3.4pp		nm

(1): For a reconciliation of net income to AEBITDA, see footnote three to the information contained in "Prospectus Summary—Summary Actual and Pro Forma Consolidated Financial and Other Data."

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(2): Includes intellectual property royalties paid to Scientific Games for use of its intellectual property. See "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—Historical Relationship with Scientific Games." Under the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. The amount charged to us for the years ended December 31, 2018 and 2017 for such royalties and fees was $26.1 million and $23.6 million, respectively, which are included in cost of revenue. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use such third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property.

nm = not meaningful.

pp = percentage points.

Revenue and Key Performance Indicators

	Year Ended December 31,				Variance

($ in millions)	2018		2017		2018 vs. 2017
Revenue:
Mobile	$	323.3	$	259.6	$	63.7		25	%
Web		92.8		99.6		(6.8	)	(7	)%
Other		0.1		2.2		(2.1	)	(95	)%

Total revenue	$	416.2	$	361.4	$	54.8		15	%

Revenue information by geography is summarized as follows:

	Year Ended December 31,				Variance

($ in millions)	2018		2017		2018 vs. 2017
U.S.	$	380.3	$	327.4	$	52.9	16	%
International		35.9		34.0		1.9	6	%

Total revenue	$	416.2	$	361.4	$	54.8	15	%

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	Year Ended December 31,						Variance

(in millions, except ARPDAU and percentages)	2018			2017			2018 vs. 2017
Key Performance Indicators:
Mobile Penetration		78	%		72	%		6pp	nm
Average MAU		8.3			7.6			0.7	9	%
Average DAU		2.6			2.5			0.1	4	%
ARPDAU	$	0.43		$	0.40		$	0.03	8	%

nm = not meaningful.

pp = percentage points.

Mobile platform revenue increased primarily due to Bingo Showdown , the ongoing popularity of Quick Hit Slots , 88 Fortunes Slots, Goldfish Casino, Jackpot Party Casino and the recently launched MONOPOLY Slots , which collectively represented $68.2 million of the revenue increase, which was partially offset by a decline in revenue from other games for which marketing efforts have been reduced. Revenue for 2017 included only nine months of revenue from Bingo Showdown following our acquisition of Spicerack in April 2017.

Web platform revenue decreased due to a decline in player levels on those platforms, and the negative impact of privacy code changes implemented during the second quarter of 2018 by one of our platform providers, which created connectivity issues that were subsequently resolved in the third quarter of 2018.

Bingo Showdown generated $33.1 million and $13.8 million of revenue in 2018 and 2017, respectively.

The increase in mobile penetration percentage is primarily reflective of a continued trend of players migrating from web to mobile platforms to play our games. Average MAU and DAU increased due to the growing popularity of our games driving our revenue growth disclosed above, while ARPDAU primarily increased due to more payers.

Other Metrics

Although we primarily focus on the key performance indicators disclosed above, we also monitor periodic trends in the number of players who make a purchase. The table below shows average monthly paying users, or MPUs, average monthly revenue per payer and payer conversion rate.

	Year Ended December 31,

	2018			2017
Average MPUs (in millions) ⁽¹⁾		0.5			0.4
Average monthly revenue per payer ⁽²⁾	$	76.25		$	73.66
Payer conversion rate ⁽³⁾		5.5	%		5.3	%

(1): We define average MPUs as the average number of players who made a purchase at least once in a month during the applicable time period. However, because we do not always have the third-party data necessary to link an individual who has paid under multiple user accounts in a 30-day period, a player who has paid using multiple user accounts may be counted as multiple MPUs.

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(2): Average monthly revenue per payer is calculated by dividing average monthly revenue for the applicable time period by average MPUs for the applicable time period.
(3): Payer conversion rate represents average MPUs divided by average MAU for the applicable time period.

The increase in average MPUs, average monthly revenue per payer and payer conversion rate were due to the growing popularity of our games and the increased interaction with the games by our players as a result of the introduction of new content and features into our games.

Operating Expenses

	Year Ended December 31,				Variance Amount					Percentage of Revenue

	Year Ended December 31,				Variance Amount											2018 vs. 2017 Change
($ in millions)	2018		2017		2018 vs. 2017					2018			2017			2018 vs. 2017 Change
Operating expenses:
Cost of revenue ⁽¹⁾ ⁽²⁾	$	160.4	$	138.6	$	21.8		16	%		38.5	%		38.4	%	0.lpp
Sales and marketing ⁽¹⁾		105.7		86.7		19.0		22	%		25.4	%		24.0	%	1.4pp
General and administrative ⁽¹⁾		34.5		44.5		(10.0	)	(22	)%		8.3	%		12.3	%	(4.0)pp
R&D ⁽¹⁾		25.6		26.5		(0.9	)	(3	)%		6.2	%		7.3	%	(1.1)pp
D&A		15.1		17.0		(1.9	)	(11	)%					nm
Contingent acquisition consideration		27.5		—		27.5		nm						nm
Restructuring and other		1.0		0.3		0.7		233	%					nm

Total operating expenses	$	369.8	$	313.6	$	56.2		18	%

(1): Excluding Depreciation and Amortization
(2): Including intellectual property royalties paid to Scientific Games for use of its intellectual property for the years ended December 31, 2018 and 2017 in the amount of $26.1 million and $23.6 million, respectively.

nm = not meaningful.

pp = percentage points.

Cost of Revenue

Cost of revenue increased primarily as a result of increases of $17.1 million in platform fees and $4.4 million in royalties, which were both correlated with revenue growth. The platform fees increase was in line with the 30 percent generally charged by platform providers. Cost of revenue as a percentage of revenue was relatively flat.

Sales and Marketing

Sales and marketing expenses increased primarily due to an $18.6 million increase in player acquisition and retention costs, largely associated with Bingo Showdown and other early stage games that are driving revenue growth. Sales and marketing as a percentage of revenue increased by 1.4 percentage points, which reflects increased player acquisition efforts associated with Bingo Showdown and other games driving revenue growth. These incremental costs reflect the early stages of the related games maturity cycle, when player acquisition and retention costs are higher as a percentage of revenue than they are for more mature games.

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General and Administrative

General and administrative expenses decreased primarily as a result of the inclusion in 2017 of higher incentive compensation because we exceeded growth targets under our three-year long-term incentive compensation plan, which resulted in a $10.3 million decrease in employee-related costs including incentive compensation and stock based compensation, coupled with a $1.3 million decrease in parent and digital shared services. This decrease was partially offset by a $0.8 million increase in salaries and benefits mainly due to increased headcount and professional services.

D&A

D&A decreased primarily due to certain intangible assets becoming fully amortized during 2018.

Contingent Acquisition Consideration

Contingent acquisition consideration of $27.5 million for 2018 reflects the remeasurement charges related to the increased value of contingent acquisition consideration in connection with the Spicerack acquisition. This increase in value is primarily the result of the Bingo Showdown app's post-acquisition performance exceeding our acquisition-date expectations resulting from the post-acquisition implementation of marketing and monetization engines.

Net Income

Net income increased primarily due to continued growth in revenue (as described above), improved operating leverage and lower income tax expense. The 2018 comparable period includes $27.5 million in contingent acquisition consideration expense. Net income margin was 9.4 percentage points, which represents a 3.0 percentage point improvement from the comparable 2017 period, despite the effect of contingent acquisition consideration expense on 2018 net income.

AEBITDA

AEBITDA increased primarily due to continued growth in revenue (as described above) and improved operating leverage, partially offset by higher sales and marketing expenses as described above. AEBITDA margin improved by 3.4 percentage points.

Other Factors Affecting Net Income

	Year Ended December 31,					Factors Affecting Net Income

(in millions)	2018			2017		2018 vs. 2017
Other (income) expense, net	$	(3.0	)	$	2.6	The change is primarily attributable to the changes in foreign currency rates between the U.S. Dollar and the Israeli Shekel.
Income tax expense		10.4			22.1	The decrease in 2018 compared to 2017 is primarily attributable to the change in the effective tax rate resulting from the impact of U.S. federal income tax reform. See Note 7 to the audited consolidated financial statements of SG Social Holding Company II, LLC included in this prospectus for additional information.

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Quarterly Results of Operations Supplemental Data

The following table sets forth our unaudited quarterly statements of income and other data for each of the eight most recent quarters in the period ended December 31, 2018. We have prepared the quarterly results of operations data on a consistent basis with the audited financial statements included elsewhere in this prospectus. In the opinion of management, the quarterly results of operations data reflect all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. The statements of income data should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of results for a full year or for any future period.

	Three Months Ended

($ in millions)	December 31, 2018		September 30, 2018		June 30, 2018		March 31, 2018			December 31, 2017		September 30, 2017		June 30, 2017		March 31, 2017
Revenue	$	113.7	$	105.3	$	99.7	$	97.5		$	95.5	$	95.1	$	91.0	$	79.8
Cost of revenue ⁽¹⁾ ⁽²⁾		43.8		40.6		38.4		37.6			36.6		36.1		34.9		31.0
Sales and marketing ⁽¹⁾		31.4		27.5		23.8		23.0			21.2		23.5		21.3		20.7
General and administrative ⁽¹⁾		9.4		7.9		8.7		8.5			11.9		13.7		8.3		10.6
R&D ⁽¹⁾		6.5		6.4		6.4		6.3			7.4		7.6		6.3		5.2
D&A		1.8		1.7		5.8		5.8			5.7		5.7		3.2		2.4
Contingent acquisition consideration		1.1		8.4		—		18.0			—		—		—		—
Restructuring and other		0.3		0.6		—		0.1			—		—		0.1		0.2

Operating income (loss)	$	19.4	$	12.2	$	16.6	$	(1.8	)	$	12.7	$	8.5	$	16.9	$	9.7

Net income (loss)	$	18.7	$	9.2	$	12.2	$	(1.1	)	$	5.5	$	4.7	$	8.5	$	4.4



AEBITDA	$	24.5	$	23.7	$	23.1	$	22.7		$	19.0	$	15.8	$	21.3	$	13.3



Affiliate IP license expense ⁽³⁾	$	6.8	$	6.7	$	6.3	$	6.3		$	6.1	$	6.1	$	5.9	$	5.5

(1): Excluding Depreciation and Amortization
(2): Cost of revenue includes intellectual property royalties paid to Scientific Games for use of its intellectual property.
(3): Represents intellectual property royalties paid to Scientific Games for use of its intellectual property, which are included in cost of revenue. See "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—Historical Relationship with Scientific Games." Under the terms of the IP License Agreement, we will acquire an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any Covered Games, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by Bally Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our currently available games. Under the terms of the IP License Agreement, we will receive an exclusive (subject to certain limited exceptions) license to use such third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, in any of the Covered Games and a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the date of the IP License Agreement, to the extent permitted to be sublicensed to us, but only in our currently available games. Under the IP License Agreement, we will be required to pay to Bally Gaming all costs, fees and expenses related to such third-party licenses, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property.

Reconciliations of AEBITDA to Net Income (Loss)

The following table sets forth the reconciliation of AEBITDA, a non-GAAP financial measure described above, to net income (loss) as the most directly comparable GAAP measure.

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	Three Months Ended

($ in millions)	December 31, 2018			September 30, 2018		June 30, 2018		March 31, 2018			December 31, 2017		September 30, 2017			June 30, 2017		March 31, 2017
Net income (loss)	$	18.7		$	9.2	$	12.2	$	(1.1	)	$	5.5	$	4.7		$	8.5	$	4.4
Contingent acquisition consideration		1.1			8.4		—		18.0			—		—			—		—
Restructuring and other		0.3			0.6		—		0.1			—		—			0.1		0.2
D&A		1.8			1.7		5.8		5.8			5.7		5.7			3.2		2.4
Other (income) expense, net		(3.8	)		0.2		0.7		(0.1	)		0.1		(0.2	)		1.4		1.3
Income tax expense (benefit)		4.5			2.8		3.7		(0.6	)		7.1		4.0			7.0		4.0
Stock-based compensation		1.9			0.8		0.7		0.6			0.6		1.6			1.1		1.0

AEBITDA	$	24.5		$	23.7	$	23.1	$	22.7		$	19.0	$	15.8		$	21.3	$	13.3

Liquidity and Capital Resources

Introduction

Upon the consummation of this offering, we will be a holding company, with no material assets other than our ownership of LLC Interests of SciPlay Parent LLC. Substantially all of our operations will be carried out by SciPlay Parent LLC and its subsidiaries, and we will have no independent means of generating revenue or cash flow. We will depend on distributions from SciPlay Parent LLC to pay our taxes and expenses. SciPlay Parent LLC's ability to make distributions to us will be restricted by the terms of the Revolver, and may be restricted by any future credit agreement we enter into, any future debt or preferred equity securities we or our subsidiaries issue, other contractual restrictions or applicable Nevada law.

We have funded our operations primarily through cash flows from operating activities. Based on our current plans and market conditions, we believe that cash flows generated from our operations, the proceeds from this offering and borrowing capacity under the Revolver will be sufficient to satisfy our anticipated cash requirements for the foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Revolving Credit Facility

In connection with this offering, we plan to enter into the Revolver, dated as of the date of the consummation of this offering, or the Closing Date, by and among SciPlay Holding LLC, as the borrower, SciPlay Parent LLC, as a guarantor, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. The Revolver will be secured by a (i) first priority pledge of the equity securities of SciPlay Holding LLC, SciPlay Parent LLC's restricted subsidiaries and each subsidiary guarantor party thereto and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of SciPlay Parent LLC, SciPlay Holding LLC and each subsidiary guarantor party thereto, in each case, subject to customary exceptions. The effectiveness of the Revolver is conditioned upon the consummation of this offering, however this offering is not contingent upon the effectiveness of the Revolver.

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The interest rate will initially be either Adjusted LIBOR (as defined in the Revolver) plus 2.250% (with one 0.250% leverage-based step-down to the margin and one 0.250% leverage-based step-up to the margin) or ABR (as defined in the Revolver) plus 1.250% (with one 0.250% leverage-based step-down to the margin and one 0.250% leverage-based step-up to the margin) at the option of SciPlay Holding LLC. SciPlay Holding LLC is required to pay to the lenders a commitment fee of 0.500% per annum on the average daily unused portion of the revolving commitments through maturity, which will be the five-year anniversary of the Closing Date of the Revolver, which fee varies based on the total net leverage ratio and is subject to a floor of 0.375%. The Revolver will also provide for up to $15.0 million in letter of credit issuances, which will require customary issuance and administration fees, as well as a fronting fee of 0.125%.

The Revolver will contain covenants that, among other things, will restrict our ability to incur additional indebtedness; incur liens; sell, transfer or dispose of property and assets; invest; make dividends or distributions or other restricted payments; and engage in affiliate transactions. The Revolver will limit our ability to make certain payments, including dividends or distributions on SciPlay Parent LLC's equity and other restricted payments, provided, however, that payments in respect of certain tax distributions under the SciPlay Parent LLC Agreement and certain payments under the TRA will be permitted, and payments to SciPlay Parent LLC's direct or indirect parent made on or prior to the closing date of the Revolver in an amount not to exceed the net cash proceeds of this offering are permitted, among other customary exceptions. In addition, we will be required to maintain a maximum total net leverage ratio not to exceed 2.50:1.00 and maintain a minimum fixed charge coverage ratio of no less than 4.00:1.00. Such covenants will be tested quarterly at the end of each fiscal quarter beginning with the first full quarter after the Closing Date of the Revolver.

Changes in Cash Flows

The following table presents a summary of our cash flows for the periods indicated:

	Year Ended December 31,

($ in millions)	2018			2017
Net cash provided by operating activities	$	76.9		$	62.2
Net cash used in investing activities		(3.5	)		(31.4	)
Net cash used in financing activities		(79.5	)		(30.2	)
Effect of exchange rates on cash, cash equivalents and restricted cash		(0.7	)		1.0

(Decrease) increase in cash, cash equivalents and restricted cash		(6.8	)	$	1.6

Operating Activities

Net cash flows provided by operating activities for the year ended December 31, 2018 as compared to the prior year period increased by $14.7 million, primarily due to $30.0 million in incremental net earnings after reconciling adjustments, partially offset by unfavorable changes in working capital accounts and other of $15.3 million, largely reflecting payments under our 2015 to 2017 long-term incentive compensation plan. We developed this plan to incent aggressive growth targets that we ultimately exceeded, significantly driven by performance in 2017.

Investing Activities

Net cash flows used in investing activities for the year ended December 31, 2018 as compared to the prior year period decreased, primarily due to the Spicerack acquisition for $26.0 million, which was completed in 2017.

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Financing Activities

Net cash flows used in financing activities for the year ended December 31, 2018 as compared to the prior year period increased, primarily due to higher dividend payments to our parent, Scientific Games Corporation.

Contractual Obligations

Our contractual obligations as of December 31, 2018 principally include obligations associated with our future minimum operating lease obligations and an obligation related to Spicerack contingent acquisition consideration as set forth in the table below:

	Cash Payments Due In

($ in millions)	Total		Less than 1 year		1 - 3 years		4 - 5 years		More than 5 years
Operating leases	$	6.5	$	2.1	$	3.0	$	1.3	$	0.1
Contingent acquisition consideration and other obligations		33.0		19.8		13.2		—		—

Total contractual obligations	$	39.5	$	21.9	$	16.2	$	1.3	$	0.1

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. We have agreements whereby we are obligated to pay royalties based on future events that are uncertain and therefore they are not included in the table above.

Following the consummation of this offering, we will be obligated to make payments under the TRA. The table above does not include any payments that we may be obligated to make under the TRA, as the actual timing and amount of any payments that may be made under the TRA, including as a result of our purchase of LLC Interests with proceeds from this offering, are unknown at this time and will vary based on a number of factors. For more information about these factors, see "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement." However, we expect that the payments that we will be required to make to the SG Members will be substantial. Any payments made by us to the SG Members under the TRA will generally reduce the amount of cash that might have otherwise been available to us or to SciPlay Parent LLC. To the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the TRA (including any accrued and unpaid interest) within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the TRA, which will terminate the TRA and accelerate payments thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under the terms of the TRA or the terms governing certain of our secured indebtedness or (ii) we do not have, and cannot use commercially reasonable efforts to obtain, sufficient funds to make such payment.

Additionally, the Spicerack purchase agreement stipulates the acceleration of contingent consideration payment in certain events, including a qualifying initial public offering of interests in Scientific Games' social gaming business. The maximum payment of any such acceleration would not exceed $31.0 million, which is our estimated current cash obligation. We anticipate funding any such payment that may become payable as a result of this offering with proceeds from this offering, cash on hand and, if necessary, borrowings under the Revolver.

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Off Balance Sheet Obligations

As of December 31, 2018, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Quantitative and Qualitative Disclosure About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange rates and commodity prices. As of December 31, 2018, we had no material exposure to market risks.

Critical Accounting Estimates

Information regarding significant accounting policies is included in the Notes to the audited consolidated financial statements of SG Social Holding Company II, LLC, which are included elsewhere in this prospectus. As stated in Note 1, the preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe that the estimates, assumptions, and judgments involved in the following accounting policies have the greatest potential impact on our consolidated financial statements:

•: Revenue recognition;
•: Business combinations;
•: Contingent acquisition consideration; and
•: Income taxes.

Revenue Recognition

As described in Note 1, on January 1, 2018, we adopted ASC 606 using the modified retrospective method, which was applied to customer contracts that were not completed as of January 1, 2018. Our revenue recognition policy described fully in Note 1 requires us to make significant judgments and estimates. The guidance in ASC 606 requires that we apply judgments or estimates to determine the performance obligations, the standalone selling prices of our performance obligations to customers and the timing of transfer of control of the respective performance obligations. The evaluation of each of these criteria in light of contract specific facts and circumstances is inherently judgmental, but certain judgments could significantly affect the timing or amount of revenue recognized if we were to reach a different conclusion than we have. The critical judgments we are required to make in our assessment of contracts with customers that could significantly affect the timing or amount of revenue recognized are:

•: Satisfaction of our performance obligation— We estimate the amount of outstanding purchased virtual currency at period end based on customer behavior, because we are unable to distinguish between the consumption of purchased or free virtual currency. Based on an analysis of the customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual currencies are consumed in game play is relatively short. Future usage patterns may differ from historical usage patterns,

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and therefore the estimated average playing periods may change in the future, and such changes could be material.

•: Principal-agent considerations— We recognize revenues on a gross basis because we have control over the content and functionality of games before players access our games on our platform providers platforms. We evaluated our current agreements with our platform providers and end-user agreements and based on the preceding, we determined that we are the principal in such arrangements. Any future changes in these arrangements or to our games and related method of distribution may result in a different conclusion, and such change would have a material impact on our gross revenues.

Business Combinations

Determining the fair value of assets acquired and liabilities assumed requires management judgment and often involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. Any changes in the underlying assumptions can impact the estimates of fair value by material amounts, which can in turn materially impact our results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these fair values, we could record impairment charges. In addition, we have estimated the useful lives of certain acquired assets, and these lives are used to calculate D&A expense. If our estimates of the useful lives change, D&A expense could be accelerated or slowed.

Contingent Acquisition Consideration

The valuation of contingent consideration (which is required each reporting period) requires significant judgments, and any changes in the underlying assumptions can impact the estimates of fair value by material amounts. Based on the 2018 remeasurements and as a result of changes in significant unobservable inputs primarily consisting of projected earnings-based measures and probability of achievement (categorized as Level 3 in the fair value hierarchy as established by ASC 820), we increased the fair value of Spicerack contingent consideration by $27.5 million, which changes were included in Contingent acquisition consideration expense. The discount rate used in estimating contingent acquisition consideration was approximately 10%. See Note 1 to the audited consolidated financial statements of SG Social Holding Company II, LLC, included elsewhere in this prospectus, under the caption "Acquisition of Spicerack."

Income Taxes

We are subject to the income tax laws of the many jurisdictions in which we operate. These tax laws are complex, and the manner in which they apply to our facts is sometimes open to interpretation. In establishing the provision for income taxes, we must make judgments about the application of these inherently complex tax laws. The provision for income taxes is calculated as if SG Social Holding Company II, LLC completed separate tax returns apart from its Parent ("Separate-return Method"), which requires significant judgments. Certain legal entities of SG Social Holding Company II, LLC are included in tax filings of affiliated entities that are not part of SG Social Holding Company II, LLC, but are included in these financial statements under the Separate-return Method.

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Our income tax positions and analysis are based on currently enacted tax law. Future changes in tax law could significantly impact the provision for income taxes, the amount of taxes payable and the deferred tax asset and liability balances in future periods. Deferred tax assets generally represent tax benefits for tax deductions or credits available in future tax returns. Certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized. In making this assessment, management analyzes and estimates the impact of future taxable income, available carry-backs and carry-forwards, reversing temporary differences and available prudent and feasible tax planning strategies. Should a change in facts or circumstances lead to a change in judgment about the ultimate realizability of a deferred tax asset, we record or adjust the related valuation allowance in the annual period that the change in facts and circumstances occurs, along with a corresponding increase or decrease in the provision for income taxes. For discussion of our income taxes, see Note 7 to the consolidated financial statements of SG Social Holding Company II, LLC, which are included elsewhere in this prospectus.

SciPlay Corporation Consolidation of Variable Interest Entities (VIE)

As described in Note 1 to the audited financial statement of SciPlay Corporation, which is included elsewhere in this prospectus, upon the completion of the Transactions, SciPlay Corporation's sole material asset will be its member's interest in SciPlay Parent LLC. Due to SciPlay Corporation's power to control combined with its significant economic interest in SciPlay Parent LLC, we concluded that SciPlay Corporation is the primary beneficiary of the VIE, and therefore it will consolidate the financial results of SciPlay Parent LLC and its subsidiaries. Any future changes to the economic interest and/or the SciPlay Parent LLC Agreement, among other factors, may result in a different conclusion, and such change would have a material impact on SciPlay Corporation financial statements, as SciPlay Parent LLC and its subsidiaries would not be consolidated but rather accounted for under the equity method of accounting.

JOBS Act

We qualify as an "emerging growth company" as defined in the JOBS Act. As an emerging growth company, we may take advantage of certain reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•: only two years of audited financial statements are required to be included in this prospectus, in addition to any required interim financial statements, and correspondingly reduced disclosure in this "Management's Discussion and Analysis of Financial Condition and Results of Operations;"
•: not being required to comply with the auditor attestation requirements of Section 404;
•: reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
•: exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation.

We may take advantage of these provisions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act; (3) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use an extended transition period for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. However, we intend to take advantage of the other exemptions discussed above.

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BUSINESS

Mission

Our mission is to become the #1 casual mobile gaming company in the world.

Overview

We are a leading developer and publisher of digital games on mobile and web platforms. Our total revenue has grown from $168.8 million in 2015 to $416.2 million in 2018, representing a compound annual growth rate, or CAGR, of 35%. The mobile portion of our revenue has grown from $109.4 million in 2015 to $323.3 million in 2018, representing a CAGR of 44%. According to data from Eilers & Krejcik, the average CAGR for mobile revenue in the social casino industry was 25% over the same period. We create our games around compelling user experiences, often using authentic land-based content from Scientific Games to anchor these experiences. Our first social game, Jackpot Party Casino , has continued to grow since its launch in 2012, with many of the players who began playing in 2012 still playing six years later. During the fourth quarter of 2018, our games were played by a total of more than 11.6 million players. Of those players, more than 8.4 million played each month, with approximately 32% of the monthly players playing every day, for an average of 54 minutes each day. During that same quarter, according to Eilers & Krejcik, we achieved an 8.6% share of the mobile social casino market and our revenue growth was 5.5 times as high as the social casino market average.

We currently offer seven core games, including social casino games Jackpot Party Casino , Gold Fish Casino , Hot Shot Casino and Quick Hit Slots , and casual games MONOPOLY Slots , Bingo Showdown and 88 Fortunes Slots . Each of these games achieved its highest monthly revenue in 2018. Our social casino games typically include slots-style play and occasionally include table games-style game play, while our casual games blend slots-style or bingo game play with adventure game features. All of our games are offered and played across multiple platforms, including Apple, Google, Facebook and Amazon. In addition to our internally created games, our content library includes recognizable, real-world slot and table games content from Scientific Games. This content allows players who like playing land-based slot machines to enjoy some of those same titles in our free-to-play games. We have access to Scientific Games' library of more than 1,500 iconic casino titles, including titles and content from third-party licensed brands such as JAMES BOND , MONOPOLY , MICHAEL JACKSON , CHEERS and THE GODFATHER . We believe our access to this content, coupled with our years of experience developing in-house content, uniquely positions us to create compelling social games.

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Unlike much of the traditional, hit-driven video game industry, social casino games are generally more evergreen in nature, typically demonstrating more sustained appeal to players than games in other categories. We have powered our growth by repeatedly adding new slot content and other types of engaging content to our games. We intend to use our core social casino games to fuel our growth while expanding our presence in the rest of the casual games market. Our oldest social casino game, Jackpot Party Casino , continues to exhibit strong monetization and engagement more than six years after launch. For example, for the third quarter of 2018, revenue from the year 1 cohort of Jackpot Party Casino was greater than the revenue generated from that cohort in the third quarter of 2012. We define "cohort" on a per game basis as all players who downloaded and played the relevant game during a given period of time.

Our Social Casino Heritage and Expertise

Our founders led our company's original predecessor since its inception in 1997. That company grew during an era before online social games existed, and developed play-for-fun slot games, casino games and card games and sold them on physical computer media in 2000. It began developing online games in 2003 and offered casual slot games on the Apple iOS platform in 2008. It entered the social casino market in 2011 and launched Jackpot Party Casino in 2012, shortly after its acquisition by WMS Industries Inc. in June 2012, which Scientific Games in turn acquired in October 2013. We have since leveraged Scientific Games' content, along with our original content, to enhance our games with authentic casino experiences.

From the early days of our company, we have excelled at creating innovative, attractive content and monetizing it. When players were using compact disks, we sold our games to our players on physical media as retail goods. When we saw the possibilities of an online world, we were quick to adapt to the new technology and became a front-runner in a new market, leading to new sources of revenue. We moved early, adapted to changing circumstances and learned new ways to monetize content throughout our journey. Our success is not limited to one specific digital gaming market, as demonstrated by the results we achieved when we applied our processes to Bingo Showdown , after acquiring it in 2017, and the success we have achieved with the launch of MONOPOLY Slots , a game where we blend slot play with adventure game features. We believe we are well positioned to repeat this success in other digital gaming markets where we choose to expand.

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Our Industry and Market Opportunity

•: Digital gaming is an engaging form of entertainment. Digital gaming is a large and strategically important component of the overall entertainment market. Total consumer spend on digital gaming worldwide was approximately $138 billion in 2018, which was more than twice the approximately $58 billion consumers spent on movies and music in 2017, according to data from Newzoo, MPAA and IFPI. We believe the digital gaming market will continue to expand, and that we are well positioned to take advantage of that growth.
•: Mobile devices are a leading medium to consume digital content such as games. Consumers are increasingly using their mobile devices for entertainment. According to eMarketer, the average American was expected to spend 3 hours and 35 minutes per day on mobile devices in 2018, and in 2019, time spent consuming content on mobile devices is expected to eclipse time spent watching TV. Mobile games are also being played extensively. According to IDC, in 2017 more than 50% of mobile gamers in the U.S. spent more than five hours per week playing games on their mobile devices, and global mobile revenue increased by a CAGR of 27% from 2015 to 2018.
•: Increasing number of players with the emergence of casual games. Digital game design and distribution in the casual game market has evolved as new game types and business models address incremental gaming audiences. The proliferation of smartphones and availability of mobile app stores has increased access to digital games, including in the social casino market and other areas of the casual game market. For example, IDC estimates 1.5 billion consumers globally played games on their smartphones or tablets in 2017, an increase of 1 billion consumers since 2012, based on IDC and App Annie data. Games accounted for more than 35% of app downloads and 80% of consumer spend on Apple's iOS App Store and the Google Play store in 2017, according to data from App Annie. Casual games are also widening the appeal of gaming to mass audiences.
•: Scale is increasingly strategic in order to succeed in mobile gaming. We believe scale provides valuable advantages in mobile gaming. Marketing and R&D can be significant expenses for mobile gaming developers, as thousands of titles compete for limited playing time. We believe large and stable user bases reduce the risk of content investments for new games as companies leverage data-driven insights from the game play of their existing user base.
•: Social casino is an attractive market within digital gaming. The social casino market is characterized by games that are social and competitive, in known formats, and self-directed in pace and session length. Social casino games are generally evergreen in nature due to their loop-driven game play and ability to naturally incorporate a cadence of new in-game content and events. According to Eilers & Krejcik, total consumer spend in the social casino category grew at a CAGR of 21% from 2013 through 2018 and is expected to be approximately $5.8 billion in 2019. Unlike other digital gaming markets that are more hit-driven in nature, we believe the unique characteristics of the social casino market mitigate exposure to high R&D investments and hit-and-miss cycles. The evergreen nature of the social casino market is evidenced by the sustainable nature of performance, as social games that become the top revenue grossing games on app store rankings tend to remain high grossing longer than their non-social game peers. For example, according to data compiled from App Annie, as of October 2018 the median slots game that achieved a top 25 revenue ranking between January 1, 2012 and July 1, 2017 maintained a top 25 ranking 15 months after launch, compared to the median non-slots game that had fallen to

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#88 15 months after launch. Further showing the strength of social casino games, according to Eilers & Krejcik, all but one of the top 10 social casino game publishers featured slots-based content in 2018.

•: Additional market opportunities within the broader mobile gaming landscape. According to IDC, the global mobile and tablet gaming market is expected to be approximately $85 billion in 2019, and the market is projected to grow at a CAGR of 9.5% from 2018 through 2023, with spending on mobile games expected to exceed that of console and personal computer gaming for the first time in 2020. We believe social casino games share several core mobile gaming concepts with broader markets, such as puzzle games, card games and match three games, which should allow us to leverage our existing capabilities and grow with the broader market. According to Eilers & Krejcik, the total market in 2019 for casual mobile games, which includes social casino, puzzle, card, match three, and other similar games, is expected to be approximately $30 billion.

Our Value Proposition for Players

We believe in "selling fun, entertaining time" to our players as opposed to "selling slot spins." We believe this player-first approach helps us to build loyal players and wide appeal within our target markets. By leveraging our relationship with Scientific Games, we incorporate valuable insights gained from its long history of game development into our digital offerings, which we believe further differentiates our content and deepens player interaction within our games. We offer the following key value propositions to our players:

•: Authenticity. Our games provide an authentic experience of land-based games, including familiar mechanics, visuals, math and audio. We allow players to relive the authentic thrill of a live casino by including secret tricks and glitches included in land-based versions of the games.
•: Accessibility. Our games can be played using either mobile or web platforms.
•: Fresh, new and event-driven content. Our games offer simple, intuitive core mechanics as well as multi-layer game plays that are highly immersive. We refresh our games through new content additions, daily reward pop-ups and promotional events. Our refresh cycles aim to extend session lengths and prompt players to relaunch and play the game.
•: Personalization. Our approach to our business allows us to provide game content that is highly personalized for each player based on the last seven days of that player's activity, enabling us to deliver a unique gaming experience to each member of our global audience. We attempt to engage our players at a deeper level over a long period of time by incorporating unique meta-game elements to create compelling player engagement and progression through various game levels.

Our Core Strengths

Diverse portfolio of evergreen games

We have created and acquired a diverse portfolio of enduring games featuring some of the most popular and well known titles in social gaming. Our games appeal to multiple markets through varying game mechanics and unique progression sequences, or experience paths, through our games. We design each of our games to appeal to a specific player market. For example, Jackpot Party Casino is targeted toward players who enjoy the slot games of WMS, a gaming company Scientific Games acquired in 2013, while Quick Hit Slots is aimed at players who prefer content inspired by Bally slot games, a gaming company acquired by Scientific Games in 2014. Both these games are focused on a more aggressive player, while we designed Gold Fish Casino to attract a more casual player that prefers

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frequent exposure to new content. We believe players that like one of these games are typically not as attracted to the other types of games, and, as a result, we have experienced very little player cannibalization across our portfolio. This strategy also reduces our reliance on a single type of player or hit title, avoiding the unpredictability, volatility and sporadic revenue streams of a hit-driven business. Because our games are typically evergreen in nature, we expect them to provide more predictable, recurring revenue streams for longer durations of time than games in other markets.

Strategic data-driven approach to launch new games and optimize game performance

We incorporate data-driven decision-making into our entire game development process. For example, we use data to help determine what games we should make, when we should make them, when and how to launch them and to judge how well new features or new marketing campaigns work. We use proprietary, in-house developed predictive models to assess the likelihood of success for new content launches and allocate our production team resources to focus on building features to improve return on our investment in our games. We use our in-game analytic data to constantly fine tune player experiences, optimize user acquisition costs and drive the game economy. We consider "break even from install" to mean the point in time when we have earned as much from a new player as it cost to run the advertisement that induced that player to download our game. In 2017, our average time to break even from install averaged less than six months, which we believe indicates significant efficiencies and return on user acquisition spend. We believe our most recently launched game, MONOPOLY Slots , is a demonstration of how well our launch process works. Three months after its launch, the percentage of paying players for MONOPOLY Slots was 48% higher than our previous best release during the years 2015 through 2018 three months after its launch.

Data also drives decisions in the marketing and user acquisition parts of our business. We continue to improve the efficiency of our marketing spend and the number of players we acquire per dollar by basing our decisions on historical data and the results actually achieved from marketing campaigns. We believe that our data-driven approach allows us to identify potential players with a high probability of becoming paying players. Despite designing different games to appeal to different player markets, our marketing efforts and their results are shared across all of our games, along with a number of other services and technology that impact all of our games. This shared capabilities infrastructure allows game teams to easily incorporate the successes achieved from other games into their own games, which we believe further increases our efficiencies in marketing and user acquisition. This approach provides us with benefits, such as:

•: our consistent return on investment on our marketing spend while substantially increasing marketing expenditures from 2016 through 2018;
•: our proprietary shared life time value, or LTV, model, which shows the expected financial value of a player to us over his or her journey through our games, allows our marketing department the flexibility to invest in the areas with the most returns in the most profitable games; and
•: our shared monetization algorithms allow each game team to take the best practices shared from all game teams and leverage them across our entire portfolio.

Scalable and reusable technology platform

We have made large investments in our shared technology infrastructure that enable us to operate our games effectively at a global level and run thousands of promotions, marketing campaigns and tournaments concurrently. Our technology and data focus also facilitates critical live games operations capabilities that keep our game content fresh, which enriches the player experience and improves our user monetization. Our proven, custom-built technology stack allows us to easily share

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best practices and successful features across games in our portfolio, further decreasing time to market for new content and reducing overall development costs.

Deep, global pool of talent

Our expansive talent pool includes nearly 400 employees and five studio facilities. Our studio teams are comprised of industry-leading creative talent, highly skilled engineers, mathematicians, data scientists and other industry experts. Our three largest studio locations, Cedar Falls, Iowa, Tel Aviv, Israel and Austin, Texas, as well as our studio in Chattanooga, Tennessee, are each responsible for at least one of our games. We invest in an open culture of shared success that is driven by our founders and shared across our organization. Our executive management team trains our leaders in our culture and how to more thoroughly adopt our principles. Our culture fosters enthusiasm, loyalty and teamwork, which we believe is a significant competitive advantage in the evolving mobile gaming industry and serves as the foundation of our continued success.

Unparalleled relationship with Scientific Games and other third-party content owners

We benefit from access to one of the deepest gaming content libraries through our relationship with Scientific Games. Our connection to Scientific Games enables us to leverage attractive multi-year licensing agreements entered into by Scientific Games with the owners of other iconic third-party brands, such as JAMES BOND , MONOPOLY , MICHAEL JACKSON , CHEERS and THE GODFATHER . Most of these licenses provide exclusive rights in our field of use and distribution channels. Our ability to access and successfully incorporate these highly recognizable brands within our games reduces our user acquisition costs and helps us target prospective players. Recently, for example, we successfully integrated the content of the classic board game MONOPOLY with our authentic slot game mechanics to create a cross-market game, MONOPOLY Slots , which attracts casual slot players and fans of the MONOPOLY franchise.

Strong platform provider partner relations

Strategic roadmap approach to identify specific player markets

Our market-based portfolio management is fundamentally driven by our ability to customize our games for each target player universe. We leverage our knowledge of the playing patterns and preferences of specific segments of social gamers and create games from the ground up to appeal to those players. As we expand further into casual games, we expect to incorporate more casual game mechanics and content, such as meta-game or narrative elements, to attract traditional mobile gamers, multi-player gamers and fans of popular franchises.

Our Growth Opportunities

Continued growth from existing games

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rest of our combined portfolio based on ARPDAU, which we believe highlights the opportunity for top-line growth within our existing portfolio.

We grew our revenues from $168.8 million in 2015 to $416.2 million in 2018. We accomplished this with four of our seven core games being in what we consider to be a "growth" state and the remaining three games still in a "launch" state or "ramp" state as of December 31, 2018, which we believe highlights the upside for these three games.

Further, as our games mature and move from "launch" state to "ramp" state and, finally, into "growth" state, we generally expect their profitability to improve. We generally achieve improving profitability as each game moves through this life cycle gaining scale as development, sales, marketing and other related expenses decline as a percentage of each game's revenue. As shown in the graph based on our 2018 data below, we believe there is significant upside in progressing our existing games down this path into the "growth" state.

Our data-driven processes and decision-making have led to growth of our core games in DAU from 1.7 million in the first quarter of 2015 to 2.7 million in the fourth quarter of 2018, or an increase of 53%, while ARPDAU has grown from $0.21 in 2015 to $0.43 in 2018, or an increase of 105%. Our core games include Jackpot Party Casino, Gold Fish Casino, Hot Shot Casino, 88 Fortunes Slots, Quick Hits Slots, MONOPOLY Slots and Bingo Showdown. DAU for our core games grew from 2.2 million in the fourth quarter of 2017 to 2.6 million in the fourth quarter of 2018. We believe this indicates significant growth potential.

Develop new social casino games

We intend to continue to capitalize on our ability to build successful social casino games by introducing new titles that appeal to specific player segments and offer differentiated experiences. Of the more than 1,500 game title library available at Scientific Games, we have utilized approximately 400 titles within our games, and the game title library continues to grow as Scientific Games continues to create new content. We believe this leaves us well positioned to leverage Scientific Games' core brands and themes we have not previously utilized to develop new games.

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Continue international growth and expansion

We intend to further expand our global presence by incorporating our vast library of recognizable and regionalized brands and content in our game design, customization and marketing for regional audiences. Scientific Games' casino brands, such as Barcrest® and Shuffle Master® , are global leaders in the design and development of gaming entertainment services. As the global mobile gaming market expands, we believe there is an opportunity to continue to improve our reach across the rest of the world by offering more targeted content than we currently offer and a better game play experience than is currently available to international players.

Expand into adjacent gaming markets

We intend to continue to address additional segments within the broader mobile gaming market by expanding into adjacent areas and investing in new game markets. We believe our extensive experience in developing and operating social gaming titles strongly positions us to enter untapped areas within the casual market, such as puzzles, card, match three, poker and board games. We believe there are similar characteristics between these types of games and social casino, such as potential loop-driven player experiences and the ability to blend the traditional game styles with other types of game elements. We believe our data-driven approach to the business and the incorporation of our scalable technology platform and marketing and user acquisition strategies will allow us to penetrate these markets and their large potential with a reduced cost and time to market compared to potential competitors.

Leverage platform to scale through select acquisitions

We expect to continue to pursue select strategic acquisitions to fuel our top line growth and build our portfolio. We believe we can maximize the value of an acquired asset through our scalable platform and our rigorous, data-driven acquisition, engagement and monetization model. For example, from the time we acquired Bingo Showdown in the second quarter of 2017 to the fourth quarter of 2018, we increased its player conversion by 11%, paying players by 60% and ARPDAU by 82%. In 2018, the first full year after our acquisition of Bingo Showdown , our revenue from Bingo Showdown was 185% higher than it was in 2016, the last full year prior to the acquisition.

Our Business Model

How we generate revenue

We generate substantially all of our revenue from the sale of virtual coins, cards and chips to our players. Players who install our games receive free virtual coins, cards or chips upon the initial launch of the game and additional free virtual coins, cards or chips at specific time intervals. Players may exhaust the virtual coins, cards or chips that they receive for free and may choose to purchase additional virtual coins, cards or chips in order to extend their time of game play.

Our diversified portfolio

We have built a diversified portfolio of successful games through our ability to target specific types of players for each game. We have expanded our portfolio from traditional social casino games to games that blend slots play with adventure game features. We have experienced minimal cannibalization of players across our games, despite significant growth in our player base for each of our games. We believe our ability to minimize cannibalization has been instrumental to our growth. Each of our games contributes to our revenue, and diversification of our revenue among our games is increasing. For example, Jackpot Party Casino , our oldest and largest game, is a smaller percentage of

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our total revenue in 2018 than it was in 2015, despite growing 89% during that period. The following graph shows the relative revenue contribution of our core games for 2015 through 2018.

Our data-driven approach to marketing and monetization

Our data-driven decision-making approach to player acquisition has enabled us to significantly improve marketing efficiency and continue to acquire players effectively at scale. We use our in-game analytic data to constantly fine tune player experiences, optimize user acquisition costs and drive the game economy. In 2017, our average time to break even from install averaged less than six months. Our effective cost per install, or eCPI, has remained generally flat since 2016 while the twelve-month LTV of our players has increased. We believe this pattern demonstrates significant efficiencies and return on user acquisition spend and can provide opportunities for growth in the future. The graph below shows the eCPI for 2016 and 2017, compared to the twelve-month LTV of those installs.

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Our predictable and profitable cohort economics

As our games mature, our player cohorts have continued to engage with our games over long periods of time. As shown in the graph below, our year one cohort, consisting of users who installed the game in 2012, for Jackpot Party Casino provided greater revenue in 2018 than it did in 2015. We believe that we can replicate the behavior of our Jackpot Party Casino cohorts in the cohorts of our other games as they mature through the application of our data-driven marketing practices.

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Overview of Our Core Games

Since 2014, we have historically launched one or two new games every 12 to 18 months, and believe we can continue to do so. Descriptions of our current core social casino games and casual games are below.

Social Casino Games


*Jackpot Party Casino* (Launched June 2012, relaunched in 2015 and 2018 with updated technology and interfaces)
		Jackpot Party Casino , featuring more than 175 free-to-play slots, is targeted toward highly engaged social slots players and utilizes a dynamic lobby and engagement-based slots room. The game is focused on authentic and classic WMS slot content, with a customizable gaming experience in terms of content order and level difficulty. The game drives engagement through promotional take-over events and customizable stores based on player history.
*Quick Hit Slots* (Launched July 2015)
Quick Hit Slots is targeted toward high value players, with the game mechanics specifically tailored toward making sure wins feel impactful. The game is a Bally version of Jackpot Party Casino , which is optimized to maximize player experiences.
*Gold Fish Casino* (Launched March 2014)
		Gold Fish Casino is targeted toward players who desire more content more often. Fresh slot content for the casual player is achieved through unique meta-games, side content and progression features that keep players engaged.

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*Hot Shot Casino* (Launched May 2015)
Hot Shot Casino includes content based on third-party brands, such as DEAN MARTIN™, YAHTZEE, FERRIS BUELLER™ and THE GODFATHER. Hot Shot Casino targets casual to aggressive slot players and represents an authentic Las Vegas experience with a wide array of Scientific Games in-house and branded slot content (including Shuffle Master ). The game offers exclusive slot and table adventures with events that improve player experience. Unique leveling mechanics encourage a wide range of play.
Casual Games
*88 Fortunes Slots* (Launched May 2017)
		88 Fortunes Slots is an Asian-themed slot game that leverages top games from Asia played worldwide, targeted toward players who like to progress through games. 88 Fortunes Slots is a story-driven, broad profile with a proven side-scrolling narrative. The distinct "collection mechanic" attracts new casual players and encourages high retention.
*Bingo Showdown* (Acquired April 2017)
Bingo Showdown is targeted toward bingo enthusiasts as a casual multi-player game. Daily tournaments with integrated mini-games in addition to a narrative-based core collection mechanic attract competition-focused bingo players who enjoy live play. The game incorporates proven mechanics from casino and social gaming, which offers an innovative approach to the narrative-based core collection mechanic.

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*MONOPOLY Slots* (Launched 2018)
		MONOPOLY Slots is targeted toward more casual players, utilizing a compelling mix of slot play and city building, and represents one of our more popular market-blending games. The game is differentiated through a mix of authentic slot play and MONOPOLY City building, with the progression mechanic revolving around constructing each "block" of MONOPOLY City.

Our Technology Platform

The technology on which all of our games are built is designed to maximize the amount of data it can process and minimize development costs. Our client-side core game systems, or the game systems that are downloaded and installed on a player's mobile device or computer, are shared across our games whenever possible, allowing "out of the box" analytics, payments, content delivery and A/B testing and segmentation. A/B testing is a method of releasing a new feature or content to one group of players and comparing the differences in behavior caused by the new feature as compared to a control group of players who did not receive the feature. A single code base powers all client versions of each game, whether on phones, tablets or browsers, which reduces development efforts and provides a seamless, consistent interface for our players. Additionally, using these core systems allows the game teams to focus on the things that make their games unique without having to spend time researching and developing solutions to common problems.

On the server side, our games are built on industry-standard platforms and components, chosen specifically for high availability and reliability with maximum scalability. Because all of our games are built on the same framework, it is easy for us to share code and features, compare performance metrics and key performance indicators and build tools and visualize data consistently throughout the company. A simple but very effective technology stack allows us to scale up hardware both on premise and in the cloud as the needs of game teams change, while having built-in failovers and data redundancy ensures there are no single points of failure.

Marketing and User Acquisition

We approach our marketing opportunities by splitting our efforts into three main pillars: sources, creatives and targeting.

•: Sources —We strive to find the most relevant and productive marketing channels in the industry based on different types of marketing strategies and engage with those channels so we have the knowledge to adopt best practices. We allocate our marketing budget across a variety of sources, such as native ads, search engines, rewarded videos, in-game banners, real-time bidding platforms and content-based ads. We monitor the results of these different sources and adjust our marketing spend to support effective sources and reduce exposure to less successful sources. We do not rely on a single source, and we maximize our reach through this practice.
•: Creatives —We constantly refresh our creative artwork used in marketing, promotions and app updates to highlight the then top performing slot machines in each game. We test new marketing and promotion concepts with small parts of the player population with an aim to ensure that our promotions are impactful before using them with larger player populations.

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We create a variety of game play ads and high production videos and maintain a large library of promotional material with a view toward making the best creatives in order to maximize return for the targeted audience, advertising channel and state of the game.

•: Targeting —We spend a large portion of our marketing budget to determine who our audience is and, particularly, who our paying customers are. We target our audience across all marketing channels, and we are willing to invest more to obtain a player with a high potential to become a payer. We host events and invite many of our most valuable players to events several times a year to keep them engaged. We conduct frequent focus groups in order to learn about our players and modify our games with an aim to provide the most engaging player experiences possible.

Our marketing efforts are focused on converting non-paying players to paying players. We strive to optimize our user acquisition budget to obtain high LTV players and first-time payers. We create campaigns based on our extensive analytic data that suggests what makes a high LTV player, and our campaigns search for players with similar behavior and characteristics. Finally, we run retargeting campaigns, push notification campaigns and email campaigns to VIP groups, active payers, new players and non-paying players. Each of these campaigns is designed to attract players and increase the chance these players will increase in-game purchases. We support these campaigns with community activities that focus on in-game promotions and new content releases. In-game promotions aim to create a more engaging environment, offer challenges to our players and increase the reasons for players to play, stay and pay.

Our user acquisition efforts are based on in-game events related to engagement, in-game behavior and revenue. In order to optimize our ad spend in real time, we collaborate with our marketing partners so they can adjust their algorithms according to goals for key performance indicators they receive from us. We also manually fine tune the algorithms with the aim of maximizing the return for every marketing dollar spent. We engage in these practices with a view to presenting the right ad to the right user at the right time, and thereby optimizing our marketing spend.

We continuously improve our prediction models, and we continually monitor our results and return on investment. We also compare our paid marketing results to our organic installs, or installs where a player downloads one of our games unprompted by our marketing efforts, in an effort to meet our goals, budget efficiently and maximize return. Our practices target providing an obtainable goal of profitability for new games within six months of commercial release.

We also participate in tests with our platform partners to improve our practices. When we see repeatable results from these programs, we strive to carry those results over to other platforms. We expect these efforts to aid our entry into new markets and to attract new audiences.

Factors Affecting Our Performance

Continued investments in our existing games and investments in new games

Our revenue is driven by launching and, to a lesser extent, acquiring new games and by adding new features and content to our existing games. We expect new games, new features and new content to continue to drive revenue and, therefore, expect the timing of the launch of new games and the release of new features and content to impact our revenue growth. However, the amount of revenue from each new game, new feature or new content can vary widely.

Investments in new sub-markets and geographies

We previously expanded our game portfolio to include new sub-markets of casual games, such as bingo, and we continue to explore other sub-markets with appealing characteristics. To expand into new sub-markets, we will need to launch or acquire new games, and we expect both our revenue and

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expenses to increase as a result. Adding games in new markets may require additional employees and related costs, and the amount and timing of revenue from games in new markets may vary significantly.

As we seek to expand our global presence, we will need to offer more targeted content to regional audiences and better game play experiences for international players. To expand into international markets, we may need to localize content, develop region-specific marketing, hire local representatives and develop and employ region-specific user acquisition, retention and monetization techniques, all of which we expect would increase both our revenue and expenses. The amount and timing of revenue and expense resulting from expansion into new geographies may vary widely.

Growth in player acquisition, retention and monetization

We spend significant amounts on player acquisition marketing to grow our player base. The cost may increase over time, or our player acquisition efforts may become less effective. As we attract new players and grow our player base, we expect to earn revenue that exceeds our player acquisition costs by converting players who play for free to paying players. We may further incur expenses to retain paying players. Our ability and the cost to attract and retain a sufficient number of players that convert to paying players may change over time, which could impact both revenue and expenses.

Relationship with our platform partners

We derive nearly all of our revenue through our platform providers Apple, Google, Facebook and Amazon. These platform providers are the distribution channels for our games and collect payments from our players. They have the ability to make changes to their platforms, their terms of services, the amounts of or method by which our players obtain content and make payments, how they are paid and any other aspect of their platforms and services. Those changes may negatively impact how our games work, how players interact with our games and our ability to attract and monetize players.

Investments in our technology platform

Over time we built our technology platform that hosts our games. We plan to continue to invest in this platform to stay current with technological standards, improve performance and expand capacity. This investment requires capital expenditures and R&D and other expenditures. We expect the cost to maintain and improve this platform to continue to grow as the number of games and players grows. Additionally, as technological or regulatory standards change and we modify our technology platform to comply with those standards, we may need players to take certain actions to continue playing, such as downloading a new game client, performing age gating checks or accepting new terms and conditions. Our operating results may be negatively impacted if players either cannot or choose not to take these actions.

Investments in our talent

We must attract and retain talented employees to build, market, run and support our games. As we launch new games and grow players, the number of employees we need will grow. The market for employees is competitive, and the cost to attract and retain the most highly qualified individuals may increase over time. Additionally, as the number of employees grows, we may need to expand our footprint into new office locations, including in new cities or countries.

Competition

We face significant competition in all aspects of our business. Our primary social casino game competitors include Playtika (acquired by a group of investors led by Shanghai Giant Network Technology Co.), Product Madness/Big Fish Games (subsidiaries of Aristocrat), Zynga Inc., DoubleU

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Games/Double Down Interactive, GSN/Bash Gaming and Huuuge Games. Our competitors in the broader social game market include Glu Mobile, Activision Blizzard, Electronic Arts, Kabam, Rovio and Tencent Holdings. On the broadest scale, we compete for the leisure time, attention and discretionary spending of our players versus other forms of online entertainment, including social media, reading and other video games on the basis of a number of factors, including quality of player experience, brand awareness and reputation and access to distribution channels.

We believe we compete favorably on these factors. Our industry and the markets for our games, however, are highly competitive, rapidly evolving, fragmented and subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services. Successful execution of our strategy depends on our continuous ability to attract and retain players, expand the market for our games, maintain a technological edge and offer new capabilities to players. Our relationship with Scientific Games imposes certain regulatory and operational restrictions on us due to its business related to real money gaming. We compete with social gaming companies that do not have a similar connection to regulated real money gaming, and many of those companies possess a base of existing players larger than ours. In some cases, we compete against gaming operators who could expand their product lines to include social casinos and leverage their land-based gaming relationship with Scientific Games to license certain social casino content that could compete with our content.

Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories, greater financial, technical and other resources, and, in some cases, the ability to rapidly combine online platforms with full-time and temporary employees. Internationally, local competitors may have greater brand recognition than us in their local country and a stronger understanding of local culture and commerce. They may also offer their products and services in local languages we do not offer.

Research and Development

We believe our ability to attract new players and retain existing players depends in part on our ability to evolve and expand our content library by continually developing differentiated games, systems technology and functionality to enhance player entertainment and user profitability.

Our personnel are primarily located in Cedar Falls, Iowa, Austin, Texas, and Tel Aviv, Israel. We have additional personnel located in Chicago, Illinois, Des Moines, Iowa, Chattanooga, Tennessee, Bangalore, India and Pune, India, with services of the personnel located in India supplied to us through our intercompany services agreement with Scientific Games.

Our R&D expenditures were approximately $25.6 million in 2018 and $26.5 million in 2017.

Intellectual Property

We consider our intellectual property rights, including our trademarks, trade dress, copyrights and trade secrets, to be, in the aggregate, material to our business. We seek to protect our investment in research and development by seeking intellectual property protection as appropriate for our technologies and content. We also acquire and license intellectual property from Scientific Games and third parties.

All of our games feature elements subject to copyright protection. In addition, we generally obtain trademark protection and often seek to register trademarks for the names and designs under which we market and license our games.

We believe the value associated with both our brands and the third-party licensed brands, including those of Scientific Games, under which we market and license our games contribute to the appeal and success of our games, and our future ability to license, acquire or develop new brand names

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of similar quality is important to our continued success. Therefore, we continue to invest in the recognition of our brands and brands we license. In addition to our own brands and those we license from Scientific Games, certain of our games are based on popular brands licensed from other third parties, such as JAMES BOND , MONOPOLY , MICHAEL JACKSON , CHEERS and THE GODFATHER .

For a description of the IP License Agreement we intend to enter into with Scientific Games in connection with this offering, please see "Certain Relationships and Related Party Transactions—Relationship with Scientific Games—Arrangements Between Scientific Games and SciPlay."

Employees

As of December 31, 2018, we employed approximately 390 persons worldwide, which number excludes our approximately 60 full-time consultants largely based in Pune, India, with approximately 275 employed domestically and 115 employed internationally.

Government Regulation

We are subject to foreign and domestic laws and regulations that affect companies operating online, including over the internet and mobile networks, many of which are still evolving and could be interpreted in ways that could negatively impact our business, revenue and results.

We are subject to federal, state and foreign laws related to the privacy and protection of player data. Such regulations, such as the General Data Protections Regulation from the European Union and the California Consumer Privacy Act, expected to take effect in California on January 1, 2020, are new, untested laws and regulations that could affect our business, and the potential impact is unknown.

There is significant opposition in some jurisdictions to social gaming, including social casinos. Anti-gaming groups that specifically target social casino games are located in several states and countries. Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern social gaming or social casinos specifically. These opposition efforts could lead to a prohibition on social gaming or social casinos altogether, restrict our ability to advertise our games or substantially increase our costs to comply with regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition. We cannot predict the likelihood, timing, scope or terms of any such legislation or regulation or the extent to which they may affect our business.

In a recent case, the United States Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors should be considered illegal gambling under Washington state law. Similar lawsuits have been filed against other defendants, including Scientific Games Corporation. For example, in April 2018, a putative class action lawsuit was filed in federal district court alleging substantially the same causes of actions against our social casino games. In December 2018, the federal district court assigned to the litigation denied Scientific Games Corporation's motion to dismiss the plaintiff's complaint and, in January 2019, Scientific Games Corporation filed its answer and affirmative defenses to the putative class action complaint. See "Risk Factors—Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition" and "Business—Legal Proceedings."

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As we offer our games worldwide, foreign jurisdictions may claim we are required to comply with local laws, including in jurisdictions where we have no local presence, offices or other equipment.

Facilities

We lease six locations and share three leased locations with Scientific Games. Our leased facilities are located in Cedar Falls, Iowa, Des Moines, Iowa, Austin, Texas, Tel Aviv, Israel, Chattanooga, Tennessee and San Francisco, California. The shared facilities are located in Chicago, Illinois, Bangalore, India and Pune, India. Scientific Games charges us a proportional share of costs for the shared facilities, which will be covered under the Intercompany Services Agreement.

We believe our existing facilities are sufficient for our current needs. We may add new facilities and expand our existing facilities as we add employees and expand our markets. We believe suitable additional space will be available as needed to accommodate our needs.

Legal Proceedings

From time to time, we are subject to various claims, complaints and legal actions in the normal course of business. In addition, we may receive notifications alleging infringement of patent or other intellectual property rights.

On April 17, 2018, a plaintiff filed a putative class action complaint, Fife v. Scientific Games Corp. , against our parent, Scientific Games Corporation, in the United States District Court for the Western District of Washington. The plaintiff seeks to represent a putative class of all persons in the State of Washington who purchased and allegedly lost virtual coins playing Scientific Games Corporation's online social casino games, including but not limited to Jackpot Party Casino and Gold Fish Casino . The complaint asserts claims for alleged violations of Washington's Recovery of Money Lost at Gambling Act, Washington's consumer protection statute, and for unjust enrichment, and seeks unspecified money damages (including treble damages as appropriate), the award of reasonable attorneys' fees and costs, pre- and post-judgment interest, and injunctive and/or declaratory relief. On July 2, 2018, Scientific Games Corporation filed a motion to dismiss the plaintiff's complaint with prejudice, which the trial court denied on December 18, 2018. Scientific Games Corporation filed its answer to the putative class action complaint on January 18, 2019. Although the case was brought against Scientific Games Corporation, pursuant to the Intercompany Services Agreement, we would expect to cover or contribute to any damage awards due to the matter arising as a result of our business. If the plaintiff were to obtain a judgment in her favor in this lawsuit, then our results in Washington could be negatively impacted, and we could be restricted from operating social casino games in Washington. Additional legal proceedings targeting our social casino games claiming violations of state or federal laws also could occur, based on the unique and particular laws of each jurisdiction. We cannot predict the likelihood, timing or scope of the consequences of such an outcome, or the outcome of any other legal proceedings to which we may be a party, any of which could have a material adverse effect on our results of operations, cash flows or financial condition.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding the individuals who were appointed in April 2019 as our executive officers and directors in connection with this offering (ages as of April 5, 2019). Upon completion of this offering, our board of directors will consist of seven members.

Name		Position

Joshua J. Wilson	43	Chief Executive Officer, Director
Michael D. Cody	48	Chief Financial Officer
Michael F. Winterscheidt	48	Chief Accounting Officer, Secretary
Barry L. Cottle	57	Executive Chairman of the Board of Directors
Gerald D. Cohen	69	Director
Jay Penske	40	Director
M. Mendel Pinson	37	Director
William C. Thompson, Jr.	65	Director
Frances F. Townsend	57	Director

Set forth below is information concerning these individuals as of the date of this prospectus.

Joshua J. Wilson was appointed as our Chief Executive Officer and as a member of our board of directors in April 2019 in connection with this offering. Mr. Wilson has also served as Chief Operating Officer and Senior Vice President for our business since April 2016 to drive marketing, technology, production and product management for our business prior to this offering, after previously serving as the Vice President of Product and Operations, Vice President of Product and Executive Director Social Gaming Products. From June 2012 to December 2013, Mr. Wilson was Senior Director of Social Products and Director of Social Gaming for WMS, which was acquired by Scientific Games in 2013, overseeing web development, analytics and road mapping while creating a business intelligence system and launching our social casino games Jackpot Party Casino and Gold Fish Casino . Mr. Wilson served with Phantom EFX, LLC from March 2001 to June 2012, when Phantom was acquired by WMS, as the Director of Online Gaming and Engineering Supervisor. We believe Mr. Wilson is qualified to serve on our board of directors because of his experience and knowledge of our company and our industry.

Michael D. Cody was appointed as our Chief Financial Officer in April 2019 in connection with this offering. Mr. Cody has also served as Chief Financial Officer for our business since September 2015, providing both operational and financial support to the business and assisting on strategic and tactical matters. Prior to joining Scientific Games in 2015, Mr. Cody served at Churchill Downs Interactive as Vice President, Finance from October 2006 through July 2014 and then as Vice President Operations from July 2014 through September 2015. Mr. Cody previously served as Vice President, Finance for Arlington Park for six years. Mr. Cody holds an M.B.A. from the Booth School of Business at the University of Chicago and graduated with a B.B.A. from the University of Wisconsin-Eau Claire.

Michael F. Winterscheidt was appointed as our Chief Accounting Officer and Secretary in April 2019 in connection with this offering. Mr. Winterscheidt has also served as Senior Vice President, Chief Accounting Officer of Scientific Games since February 2019. From February 2017 to February 2019, he served as Chief Accounting Officer of Scientific Games, and from July 2016 to February 2017, as its Vice President and Corporate Controller. Prior to joining Scientific Games, Mr. Winterscheidt served at Caesars Entertainment Corporation from October 2014 through July 2016, ending his tenure as Vice President and Corporate Controller. Prior to that, he had leadership roles leading the corporate accounting and financial reporting organizations of Delta Airlines, Inc. and

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Microsoft Corporation. He was previously a manager in the audit practice of the global accounting firm of Arthur Andersen LLP. Mr. Winterscheidt holds a B.A. and an M.P.A. both in accounting from Mississippi State University.

Barry L. Cottle was appointed as our Executive Chairman in April 2019 in connection with this offering, and as such is one of our executive officers. Mr. Cottle has also served as President and Chief Executive Officer of Scientific Games Corporation since June 2018. Mr. Cottle joined Scientific Games Corporation as Chief Executive, SG Interactive, in August 2015 to lead the strategy and growth plans of the Interactive group. Before joining Scientific Games Corporation, Mr. Cottle served as Vice Chairman of Deluxe Entertainment Services Group Inc. from February 2015 until August 2015 while concurrently serving as Senior Vice President of Technology at MacAndrews & Forbes Incorporated from February 2015 until August 2017, where he helped drive digital innovation. Prior to that, he was the Chief Revenue Officer and Executive Vice President—Games for Zynga Inc. from January 2012 until October 2014, where he led corporate and business development, strategic partnerships, distribution, marketing and advertising and ultimately the Social Casino group. Previously, Mr. Cottle served as the Executive Vice President—Interactive for Electronic Arts Inc. from August 2007 to January 2012. Earlier in his career, Mr. Cottle served as the Founder/Chief Executive Officer of Quickoffice, Inc.; Chief Operating Officer of Palm, Inc.; and Senior Vice President of Disney TeleVentures, a division of The Walt Disney Company dedicated to creating interactive online/TV experiences. Mr. Cottle holds a B.S., summa cum laude from Missouri State University and an M.B.A. from the Kellogg School of Management. We believe Mr. Cottle is qualified to serve on our board of directors because of his experience with our business and our industry, and the positions he holds at Scientific Games.

Gerald D. Cohen was appointed as a member of our board of directors in April 2019 in connection with this offering. Mr. Cohen retired as a partner from Ernst & Young LLP, or E&Y, in 2012 after a 40-year career where he served on the partner advisory council from 2003 through 2006. During his career at E&Y, he held both client-serving and firm leadership positions, and he served as senior audit assurance partner on a variety of clients ranging from Fortune 500 companies to emerging companies and including MacAndrews & Forbes Incorporated. He also was a leader in the development and automation of E&Y's approach to audits. Mr. Cohen has a B.S. and M.B.A. from Lehigh University and became a CPA in 1973. We believe Mr. Cohen is qualified to serve on our board of directors through his strong working knowledge of professional standards and the importance of internal controls and corporate governance and his extensive experience with accounting and disclosure issues and assisting boards and management work through Sarbanes-Oxley compliance and governance matters.

Jay Penske was appointed as a member of our board of directors in April 2019 in connection with this offering. Mr. Penske has served as Chairman and Chief Executive Officer of Penske Media Corporation (PMC), which is a digital media and information services company that owns and operates numerous media brands, data services, and live events. Since founding the company in 2004, Penske Media Corporation today owns and operates such brands as Rolling Stone, WWD, Robb Report, Deadline, BGR, and Variety.com, among many other brands. Mr. Penske holds a B.S. from University of Pennsylvania's Wharton School of Business. We believe Mr. Penske is qualified to serve on our board of directors because of his extensive management experience and his knowledge of the digital media, marketing and information services industries.

M. Mendel Pinson was appointed as a member of our board of directors in April 2019 in connection with this offering. Since May 2012, he has served in several senior roles, including most recently as an Executive Vice President at MacAndrews & Forbes Incorporated. Previously, he served as Director of Corporate Strategy at Scientific Games from May 2010 through April 2012. Prior to joining Scientific Games, Mr. Pinson worked for Credit Suisse, in their investment banking division. Mr. Pinson holds a B.B.A. from Baruch College at CUNY and an M.B.A. from Columbia University.

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We believe Mr. Pinson is qualified to serve on our board of directors because of his demonstrated strategic acumen and extensive management experience. In addition, separate from his services as a director, Mr. Pinson will lead our corporate development and strategy efforts, providing us with strategic advice and shaping and directing our corporate development and strategy.

William C. Thompson, Jr. was appointed as a member of our board of directors in April 2019 in connection with this offering. Since 2019, Mr. Thompson has served as Executive Committee Member and Owner of American Triple I Partners, LLC, which manages private equity investments in infrastructure. In addition, Mr. Thompson has served since 2015 as Partner, Chief Administrative Officer and Senior Managing Director of Siebert Cisneros Shank & Co., an investment banking and financial services company, where he also served as Chief Administrative Officer and Senior Managing Director from 2010 through 2015. Mr. Thompson was also elected for two consecutive terms as New York City Comptroller from 2002 through 2009. Mr. Thompson graduated with a B.A. from Tufts University. We believe Mr. Thompson is qualified to serve on our board of directors because of his deep strategic, governance, financial and operational experience in the public and private sectors.

Frances F. Townsend was appointed as a member of our board of directors in April 2019 in connection with this offering. Since October 2010, she has served as Executive Vice President of Worldwide Government, Legal and Business Affairs of MacAndrews & Forbes Incorporated. Prior to her current role, Ms. Townsend was a corporate partner at the law firm of Baker Botts LLP from April 2009 to October 2010. She previously served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the Homeland Security Council from May 2004 until January 2008. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Townsend is currently a member of the board of directors of Scientific Games, and she has served on both the nominating and corporate governance committee and compliance committee since May 2010, the latter of which she has served as chair of since May 2018. She also serves on numerous governmental advisory and nonprofit boards and is a trustee on the board of the New York City Police Foundation and the Intrepid Sea, Air & Space Museum. She is also a member of the boards at the Council on Foreign Relations and the Trilateral Commission. Ms. Townsend has been a director of The Western Union Company and Freeport-McMoRan Inc. since 2013, and she has previously served as a director of SIGA Technologies, Inc. from 2011 to 2014. Ms. Townsend received a B.A. and B.S. degree, cum laude , from American University and her J.D. from University of San Diego School of Law. We believe Ms. Townsend is qualified to serve on our board because of her deep background in public company management and her legal expertise.

Controlled Company Exemption

After completion of this offering, Scientific Games will continue to control a majority of our combined voting power. As a result, we will be a "controlled company" within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain NASDAQ corporate governance standards, including the requirements that:

•: a majority of its board of directors consist of independent directors;
•: its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is comprised entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations process; and
•: it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

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For at least some period following this offering, we intend to rely on the exemption relating to the composition of our Compensation Committee. Although we may voluntarily elect not to rely upon one or more of these exemptions prior to the time we cease to be a "controlled company," we will not be required to do so. Accordingly, until we cease to be a "controlled company," you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If we cease to be a "controlled company" and our shares of Class A common stock continue to be listed on the NASDAQ, we will be required to comply with these provisions within the applicable transition periods.

Board Composition and Election of Directors

Immediately following this offering, our board of directors will consist of seven members. Each director will hold office until the annual meeting of stockholders next held after his or her election (or until the stockholders have elected directors by consent in writing without a meeting) and until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal from office. Our directors may be removed by our stockholders only by the affirmative vote of the holders of at least two-thirds of the voting power of our then outstanding voting stock entitled to vote in the election of directors.

Our board of directors has determined that, of our directors, Messrs. Cohen, Penske and Thompson and Ms. Townsend do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is "independent" as that term is defined under the NASDAQ rules. There are no family relationships among any of our directors or executive officers. The number of directors will be fixed by the board of directors, subject to the terms of our articles of incorporation and bylaws that will become effective upon consummation of this offering.

Board Committees

Upon the completion of this offering, our board of directors will have three standing committees—an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The expected composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Audit Committee's responsibilities will include:

•: appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
•: overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
•: reviewing and discussing with management and our registered public accounting firm our annual and quarterly financial statements and related disclosures;
•: assisting our board of directors in overseeing our internal control over financial reporting and disclosure controls and procedures;
•: reviewing the effectiveness of our risk management policies;
•: reviewing legal, regulatory and compliance matters that could have a significant impact on our financial statements;

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•: meeting independently with our internal auditing staff, if any, our registered public accounting firm, and management;
•: reviewing and approving or ratifying related person transactions; and
•: preparing the audit committee report required by Securities Exchange Commission, or SEC, rules.

Following the consummation of this offering, the members of our Audit Committee will be Messrs. Cohen, Penske and Thompson, each of whom meets the requirements for financial literacy under the NASDAQ rules. Mr. Cohen will serve as the chairperson of the committee. Our board of directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable NASDAQ rules. Our board of directors has determined that each of Messrs. Cohen and Thompson is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K and has the requisite financial sophistication as defined under the applicable NASDAQ rules.

Compensation Committee

The Compensation Committee's responsibilities will include:

•: reviewing and approving the compensation of our CEO and our other executive officers and, in the case of our CEO, recommending for approval by the board of directors, the compensation of our CEO;
•: developing and administering our equity incentive plans;
•: reviewing and making recommendations to our board of directors with respect to director compensation;
•: reviewing and discussing annually with management, and recommending to our board of directors, our "Compensation Discussion and Analysis," to the extent required; and
•: preparing the annual compensation committee report required by SEC rules, to the extent required.

Immediately following this offering, the members of our Compensation Committee will be Messrs. Pinson, Penske and Thompson. Mr. Pinson will serve as the chairperson of the committee. As a controlled company, we will rely upon the exemption from the requirement that we have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Messrs. Penske and Thompson will be a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act. To the extent necessary or advisable for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, a minimum of two Committee members shall qualify as "outside directors" within the meaning of such section.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee's responsibilities will include:

•: identifying individuals qualified to become board members;
•: recommending to our board of directors the persons to be nominated for election or appointed as directors and to each board committee;
•: reviewing and recommending to our board of directors corporate governance principles, procedures and practices, and reviewing and recommending to our board of directors

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proposed changes to our corporate governance principles, procedures and practices from time to time; and

•: reviewing and making recommendations to our board of directors with respect to the composition, size and needs of our board of directors.

Immediately following this offering, the members of our Nominating and Corporate Governance Committee will be Ms. Townsend and Messrs. Cohen and Thompson. Ms. Townsend will serve as the chairperson of the committee.

Role of the Board in Risk Oversight

One of the key functions of our board of directors following completion of this offering is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including risks associated with cybersecurity and data protection, and following completion of this offering, our Audit Committee will have the responsibility to consider our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Following completion of the offering, our Audit Committee will review legal, regulatory and compliance matters that could have a significant impact on our financial statements. Our Nominating and Corporate Governance Committee will monitor the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk taking. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports about such risks.

Code of Business Conduct

Upon consummation of this offering, our board of directors will adopt a written code of business conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and other of our agents.

Compensation of Directors

Following the consummation of this offering, we intend to provide competitive compensation to our directors who are not our employees (other than the Executive Chairman, such directors, the non-employee directors) that will enable us to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our shares of Class A common stock to further align their interests with those of our stockholders. Our directors who are also our employees will receive no additional compensation for their service as members of our board of directors. The compensation our Executive Chairman is expected to receive in connection with his services to us is described below under "Executive Compensation—Our Compensation Plans and Programs Following the Consummation of this Offering". Mr. Cottle is not expected to receive any other compensation in connection with such services.

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Following the consummation of this offering, our non-employee directors' annual compensation will consist of the following:

•: annual cash retainer for each non-employee director of $36,000;
•: annual grant of restricted stock units, which we refer to as RSUs, with respect to our Class A common stock for each non-employee director with a grant date value of $144,000, vesting on the earlier of the first anniversary of the grant date or the next annual meeting of our stockholders;
•: annual cash retainers for the chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of $25,000, $15,000 and $10,000, respectively; and
•: an annual cash retainer for our lead independent director, if applicable, of $25,000.

In addition, separate from his services as a director, Mr. Pinson will provide us with strategic advice, shaping and directing our corporate development and strategy. Mr. Pinson will be compensated for such services by receiving an award as described below under "Executive Compensation—Our Compensation Plans and Programs Following the Consummation of this Offering."

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EXECUTIVE COMPENSATION

We currently operate as a wholly-owned subsidiary of Scientific Games, and our Compensation Committee is not expected to begin meeting until following the consummation of this offering. As a result, Scientific Games has determined the compensation of those individuals who have been designated as our executive officers, and will continue to do so until the consummation of this offering. In compliance with SEC rules, the information included in this section is historical. Our board of directors has implemented changes to our executive compensation policies and programs, which will become effective upon the consummation of this offering.

For purposes of this executive compensation disclosure, the following individuals are our "named executive officers":

•: Barry L. Cottle, President and Chief Executive Officer of Scientific Games, who will serve as our Executive Chairman following the consummation of this offering;
•: Joshua J. Wilson, Chief Operating Officer and Senior Vice President, Social Gaming, who will serve as our Chief Executive Officer following the consummation of this offering; and
•: Michael D. Cody, Vice President and Chief Financial Officer of our business, who will serve as our Chief Financial Officer following the consummation of this offering.

The following table shows the compensation paid by Scientific Games and its subsidiaries during the 2018 fiscal year to our named executive officers, to the extent attributable to the applicable individual's services on behalf of our business. In the case of Messrs. Wilson and Cody, such amounts reflect all the compensation paid to them by Scientific Games and its subsidiaries, while in the case of Mr. Cottle it reflects the portion of his compensation attributable to his services as Chief Executive, SG Interactive, from January 1, 2018 through May 31, 2018, at which time he became President and Chief Executive Officer of Scientific Games.

Summary Compensation Table

Name and Principal Position

Barry L. Cottle	2018	425,962	—	—	490,000	60,079	976,041
President and Chief Executive Officer of
Scientific Games
Joshua J. Wilson	2018	492,138	—	349,975	441,000	—	1,283,113
Chief Operating Officer, Social Gaming
Michael D. Cody	2018	313,941	63,962	169,497	240,376	69,609	857,385
VP and Chief Financial Officer, Social Gaming

(1): For Mr. Cottle, the amount in the "salary" column reflects base salary earned from January 1, 2018 through May 31, 2018, the period during which he provided services to our business.
(2): For Mr. Cody, the amount in the "bonus" column reflects payment of the portion of his time-based long-term cash incentive awards that vested in the 2018 fiscal year, totaling $63,962, as described in further detail below.
(3): The amounts in the "stock awards" column reflect the grant date fair value of RSUs with respect to Scientific Games' common stock awarded during 2018 to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of the RSUs was determined by multiplying the number of shares subject to the award by the average of the high and low prices of Scientific Games' common stock on the trading day immediately prior to the grant date.
(4): The amounts in the "non-equity incentive plan compensation" column reflect (i) for all named executive officers, annual performance bonuses awarded under Scientific Games Corporation's SG Social incentive compensation program for 2018, which we refer to as the SGICP, and (ii) for Mr. Cody, a cash-based incentive bonus ($92,475). For Mr. Cottle, his SGICP payment was based on his annual base salary of $1,000,000 while he was Chief Executive, SG Interactive, and was prorated for the five months during 2018 he spent in such position, for Mr. Wilson, his SGICP

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payment was based on his annual base salary of $500,000 per his employment agreement and, for Mr. Cody, his SGICP payment was adjusted to reflect his annual base salary increase from $308,250 to $317,498, effective May 1, 2018. We describe the SGICP and Mr. Cody's incentive bonus in further detail below.

(5)

The amounts in the "all other compensation" column consist of the following:

(a): Company matching contributions to Scientific Games' 401(k) retirement plan for Messrs. Cottle ($9,625) and Cody ($9,418).
(b): For Mr. Cottle, includes costs associated with leased office space for him in Los Angeles ($11,500) and costs associated with the reimbursement of travel expenses incurred in commuting from our main office to his home in Los Angeles ($38,954).
(c): For Mr. Cody, relocation assistance of $40,344 (including corporate housing and moving expenses) and an additional payment of $19,847 to cover taxes on a portion of such relocation assistance.

Narrative Disclosure to Summary Compensation Table

The following describes material features of the compensation disclosed in the Summary Compensation Table.

Employment Agreements

Each of Messrs. Cottle and Wilson were party to an employment agreement with one of our affiliates during the 2018 fiscal year in connection with their providing services to our business. Each of these agreements (1) provided for payment of an annual base salary, eligibility for an annual performance bonus, and, in the case of Mr. Wilson only, eligibility for annual equity awards and (2) subjected the executive to covenants restricting him from, among other things, competing with our business or that of our affiliates or soliciting our employees or customers or those of our affiliates. Mr. Cody is not subject to an employment agreement with us or any of our affiliates, and instead his terms and conditions of employment with us, including his compensation, are currently set forth in an offer letter, which provides that he will receive an annual base salary and be eligible for an annual performance bonus and annual equity awards. Mr. Wilson's employment agreement and Mr. Cody's offer letter will be replaced with the arrangements described below.

As a result of his transition to President and Chief Executive Officer of Scientific Games, Mr. Cottle's employment agreement relating to his provision of services to our business was replaced with a new agreement effective as of June 1, 2018, and which extends through May 31, 2021, subject to automatic extension for an additional year at the end of the term and each anniversary thereof unless timely notice of non-renewal is given by either Scientific Games or Mr. Cottle. Under this employment agreement, Mr. Cottle receives an annual base salary of $1,750,000 and has the opportunity to earn up to 200% of his base salary as incentive compensation upon achievement of certain performance goals for a given year.

Annual Performance Bonus

Each of our named executive officers received in early 2019, in respect of the 2018 fiscal year, an annual performance bonus pursuant to the SGICP (our management incentive compensation program). Payouts were determined based on the financial performance of our business for 2018 compared to predetermined goals, one-third based on GAAP revenue for our business, two-thirds based on Social SGICP EBITDA, which is a non-GAAP financial measure, with reconciliation provided below, and an individual's target bonus amount, expressed as a percentage of base salary. For 2018, individual target bonus percentages for our named executive officers were as follows: Mr. Cottle, 100%; Mr. Wilson, 75%; and Mr. Cody, 40%. Depending on performance, payouts could range from 0% to 200% of the executive's target bonus amount. Mr. Cottle's bonus under the SGICP was prorated to reflect the portion of the year he provided services on behalf of our business. The SGICP goals and results for the 2018 fiscal year are shown in the table below, and the payouts for each of our named

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executive officers is included in the "non-equity incentive plan compensation" column of the Summary Compensation Table.

				SGICP Annual Performance Bonus Achievement

Metric	Weighting			Threshold Performance Level (30% Payout)		Target Performance Level (100% Payout)		Maximum Performance Level (200% Payout)	Actual Performance
Revenue*		33.33	%	$	368	$	427	$460	$	416
Social SGICP EBITDA*		66.67	%	$	108	$	132	$143	$	135
								Actual Payout Percentage		117.6	%

*: All dollar values in millions.

A reconciliation of Social SGICP EBITDA, a non-GAAP financial measure, to net income can be found under "—2018 Reconciliation of Social SGICP EBITDA to Net Income."

Long-Term Incentive Awards

During the 2018 fiscal year, Scientific Games granted RSUs with respect to its common stock to each of Messrs. Wilson and Cody, the value of which is reflected in the "stock awards" column of the Summary Compensation Table. Mr. Cottle also received grants of RSUs and stock options with respect to Scientific Games' common stock during the 2018 fiscal year, however these awards were solely in respect of his services as President and Chief Executive Officer of Scientific Games and do not relate to his services on behalf of our business. Therefore, no value is reflected in respect of Mr. Cottle's awards in the Summary Compensation Table. Mr. Cottle's employment agreement currently provides that, in recognition of his service as Chief Executive, SG Interactive, and in lieu of receiving annual equity awards during such service, he is eligible to receive a long-term cash incentive award tied to the performance of our business. This award will be amended in connection with this offering, and is described in more detail below.

In each of the 2016 and 2017 fiscal years, Mr. Cody was granted cash-based long-term incentive awards in lieu of equity-based awards, each vesting over a four-year period contingent on Mr. Cody's continued employment through the applicable vesting date. The value of these awards that vested during the 2018 fiscal year is included in the "bonus" column of the Summary Compensation Table. As of December 31, 2018, Mr. Cody held unvested cash-based long-term incentive awards with an aggregate value of $149,501. In the 2018 fiscal year, Mr. Cody was granted a cash-based incentive award with payment conditioned on his continued employment and achievement of certain incremental integration results before December 31, 2018. Mr. Cody earned this incentive in full and the value is reflected in the "non-equity incentive compensation plan" column of the Summary Compensation Table.

Outstanding Equity Awards at Fiscal Year End

The following table shows outstanding equity awards held by our named executive officers as of December 31, 2018, other than Mr. Cottle since all of his equity awards were received in connection with his service as President and Chief Executive Officer of Scientific Games and are therefore not

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attributable to his services on behalf of our business. All awards reflected in the table below are with respect to Scientific Games' common stock, and will not be impacted by this offering.

			Stock Awards

Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽¹⁾
Joshua J. Wilson		4/27/2015		1,949	⁽²⁾		34,848
		6/21/2016		12,694	⁽³⁾		226,969
		3/9/2017		8,507	⁽⁴⁾		152,105
		3/30/2018		8,509	⁽⁵⁾		152,141
Michael D. Cody		9/21/2015		1,250	⁽⁶⁾		22,350
		3/30/2018		4,121	⁽⁵⁾		73,683

(1): The value shown was calculated by multiplying the number of RSUs by the closing price of Scientific Games' common stock on December 31, 2018 ($17.88).
(2): These RSUs are part of a grant that was awarded with a four-year annual vesting schedule, beginning on April 27, 2016. The remaining unvested RSUs shown in the table are scheduled to vest on April 27, 2019, generally subject to Mr. Wilson's continued employment.
(3): These RSUs are part of a grant that was awarded with a four-year annual vesting schedule, beginning on March 20, 2017. The remaining unvested RSUs shown in the table are scheduled to vest in two equal installments beginning on March 20, 2019, generally subject to Mr. Wilson's continued employment.
(4): These RSUs are part of a grant that was awarded with a four-year annual vesting schedule, beginning on March 20, 2018. The remaining unvested RSUs shown in the table are scheduled to vest in three equal installments beginning on March 20, 2019, generally subject to Mr. Wilson's continued employment.
(5): These RSUs are scheduled to vest in four equal annual installments beginning on March 20, 2019, generally subject to the applicable executive's continued employment.
(6): These RSUs are part of a grant that was awarded with a four-year annual vesting schedule, beginning on September 21, 2016. The remaining unvested RSUs shown in the table are scheduled to vest on September 21, 2019, generally subject to Mr. Cody's continued employment.

Retirement Plans

Our named executive officers were eligible to participate in Scientific Games' 401(k) retirement plan during the 2018 fiscal year under the same rules that applied to other employees of Scientific Games and its subsidiaries. For the 2018 fiscal year, Scientific Games made a matching contribution of 100% of the first 1% of contributions and 50% of the next 5% of contributions (for a match of up to 3.5% of eligible compensation).

During the 2018 fiscal year, Scientific Games sponsored a non-qualified deferred compensation plan enabling its executive officers and other eligible employees, including our named executive officers, to defer a portion of their compensation. None of our named executive officers participated in this plan, which was terminated on December 31, 2018.

Potential Payments Upon Termination or Change of Control

The information below describes certain compensation that would become payable to our named executive officers under the various termination events described below, based on the terms of the applicable agreement as in effect on December 31, 2018.

Mr. Cottle

Mr. Cottle's employment agreement with Scientific Games provides that if Mr. Cottle's employment is terminated without "cause" or with "good reason" (as such terms are defined in Mr. Cottle's employment agreement) or if Scientific Games provides Mr. Cottle with a notice of

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non-renewal, then he would be entitled to receive from Scientific Games: (1) a pro rata annual performance bonus; (2) an amount equal to the sum of his base salary and the highest annual performance bonus paid to him in respect of the two most recent fiscal years (but not more than his target bonus for the then-current fiscal year), payable over 12 months; (3) a pro rata payment of his cash-based long-term incentive award, as described below under "Cottle Incentive Award"; and (4) payment of COBRA premiums for up to 12 months, less the amount of employee contributions for similarly-situated active employees. However, if such a termination occurs upon or within one year after a "change in control" (as such term is defined in Mr. Cottle's employment agreement) of Scientific Games, then the amount described in clause (2) above would be multiplied by two and paid in a lump sum if permitted under Section 409A of the Code, and otherwise, over 24 months. Upon a termination without cause or with good reason, Mr. Cottle would forfeit any unvested annual equity awards, but would receive: (i) a pro rata portion of certain performance-conditioned RSUs he received upon his becoming President and Chief Executive Officer of Scientific Games and (ii) if such termination occurs on or prior to June 1, 2019, one-third of certain time-based RSUs he received upon his becoming President and Chief Executive Officer of Scientific Games. Upon a "change in control" (as defined in the Scientific Games 2003 Incentive Plan, as amended, and described below) of Scientific Games, all of Mr. Cottle's equity awards would vest.

In the event that the payments and benefits provided to Mr. Cottle in connection with a change in control were subject to the excise tax under Section 4999 of the Code, Mr. Cottle's employment agreement provides for a "best net" cutback, such that Mr. Cottle would have received either the full amount of such payments and benefits or payments and benefits with a value equal to one dollar less than the threshold that would subject Mr. Cottle to such excise tax, whichever would have resulted in a greater after-tax amount.

In the event of Mr. Cottle's death or "total disability" (as such term is defined in Mr. Cottle's employment agreement), he or his beneficiaries would be entitled to any company-provided death or disability benefits and all of Mr. Cottle's equity awards would vest, subject to the achievement of any applicable performance criteria.

Mr. Wilson

Mr. Wilson's employment agreement provides that if Mr. Wilson's employment is terminated without "cause" or with "good reason" (as such terms are defined in Mr. Wilson's employment agreement), then he would be entitled to receive an amount equal to his base salary, payable over 12 months. Mr. Wilson's unvested equity awards would be forfeited upon any such termination, but would vest upon a "change in control" of Scientific Games, which generally means (i) a person or entity, excluding certain affiliated entities, acquires 40% or more of the combined voting power of Scientific Games' then-outstanding securities or (ii) the consummation of a transaction requiring stockholder approval for the acquisition of Scientific Games or substantially all of its assets.

In the event of Mr. Wilson's death or "total disability" (as such term is defined in Mr. Wilson's employment agreement), he or his beneficiaries would be entitled to any company-provided death or disability benefits and all of Mr. Wilson's equity awards would vest.

Mr. Cody

Mr. Cody's offer letter does not provide for severance payments or benefits upon a termination of his employment. Mr. Cody's cash-based long-term incentive awards and equity awards would fully vest upon his death, disability (as determined under Scientific Games' long-term disability plans) or a change in control of Scientific Games.

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Our Compensation Plans and Programs Following the Consummation of this Offering

The following describes the compensation plans and programs that we have implemented, or anticipate implementing, in connection with this offering. The plans and programs described below generally remain subject to change prior to, or following the consummation of, this offering.

Short-Term Incentive Program

In connection with this offering, our board of directors has approved a short-term incentive program, which we refer to as the STIP, in which participants will be eligible to receive an annual incentive award based on performance in each of the 2019 and 2020 fiscal years. We expect that all bonus-eligible employees at the time this offering is consummated (approximately 400 participants), including Messrs. Wilson and Cody, will be eligible to receive (1) annual cash awards based on performance for each of the 2019 and 2020 fiscal years and (2) grants of performance-conditioned RSUs, which we refer to as PRSUs, which will vest 50% based on 2019 fiscal year performance, and 50% based on 2020 fiscal year performance, subject to continued employment.

We established performance criteria with respect to each fiscal year under the STIP relating to certain revenue and EBITDA goals. If performance is below the threshold criteria for a year, the cash award with respect to that year will not be paid and the PRSUs for that year will be forfeited. If performance is between the threshold criteria and the target criteria for a year, then all or a portion of the cash award will be paid and the applicable PRSUs will be forfeited. If performance exceeds the target criteria, then the cash award will be paid in full and all or a portion of the applicable PRSUs will vest, with full vesting occurring if the maximum criteria are achieved. For purposes of the STIP, it is expected that revenue and EBITDA will be subject to certain customary adjustments, including, in the case of EBITDA, adjustments similar in nature to those made in determining AEBITDA.

Messrs. Wilson and Cody are expected to receive annual cash awards with an approximate target value of $500,000 and $158,000, respectively, and PRSU awards with an aggregate target value of $1,000,000 and $500,000, respectively, for the two-year period.

Senior Executive Incentive Program

Our board of directors has also approved a long-term incentive program to incentivize our senior executives to work to organically grow the revenue and EBITDA of our business through the 2022 fiscal year, which we refer to as the SEIP. We expect there will be approximately ten participants in the SEIP, including Messrs. Wilson and Cody. SEIP participants, including Messrs. Wilson and Cody, will receive a grant of PRSUs in connection with the consummation of this offering, with the number of PRSUs equal to the participant's grant value, divided by the initial public offering price of a share of our Class A common stock. Up to 60% of those PRSUs would vest if $720 million of revenue and $250 million of EBITDA are achieved for the 2020 fiscal year, while up to the remaining 40% would vest if $1 billion of revenue and $350 million of EBITDA are achieved for the 2022 fiscal year, and in each case, the awards will be forfeited in their entirety if certain threshold goals are not met. In both cases, one-third of the award will vest based on achievement of the revenue metrics and two-thirds will vest based on achievement of the EBITDA metrics. For purposes of the SEIP, it is expected that revenue and EBITDA will be subject to certain customary adjustments, including, in the case of EBITDA, adjustments similar in nature to those made in determining AEBITDA. We currently expect that participants in the SEIP will receive awards of PRSUs with an aggregate grant value of approximately $42 million (of which Mr. Wilson is expected to receive approximately $10 million of such grant value and Mr. Cody is expected to receive approximately $2 million), which will vest in full if the revenue and EBITDA targets are met for both the 2020 and 2022 fiscal years.

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Cottle and Pinson Incentive Awards

As noted above, in lieu of receiving annual equity awards during his service as Chief Executive, SG Interactive, Mr. Cottle received a cash-based long-term incentive award, with a payout based on the amount by which our EBITDA for the 2020 fiscal year exceeds our EBITDA for the 2017 fiscal year, in each case, subject to certain adjustments. In connection with the consummation of this offering, Mr. Cottle will enter into agreements with us and Scientific Games to convert the award into an award of PRSUs with respect to our Class A common stock with an aggregate value of approximately $12 million, vesting based on the 2020 fiscal year revenue and EBITDA metrics for the SEIP set forth above, with the PRSUs vesting in full if the performance criteria for the 2020 fiscal year are met and with the PRSUs forfeited in full if certain threshold performance levels are not met, and otherwise based on linear interpolation. In the event Mr. Cottle's employment with both us and Scientific Games is terminated without cause or with good reason (as defined in Mr. Cottle's award agreement), he would remain eligible to fully vest in his PRSU award, based on actual performance achieved.

Also as noted above, separate from his services as a director, Mr. Pinson will receive an award of PRSUs in connection with this offering with a grant value of $5 million, vesting based on the 2020 fiscal year revenue and EBITDA metrics for the SEIP set forth above, with the PRSUs vesting in full if the performance criteria for the 2020 fiscal year are met and with the PRSUs forfeited in full if certain threshold performance levels are not met, and otherwise based on linear interpolation. In the event Mr. Pinson's services with us are terminated without cause or with good reason (as defined in Mr. Pinson's award agreement), he would remain eligible to fully vest in his PRSU award, based on actual performance achieved.

In the event of a change in control (as defined in the LTIP (as defined below)), Messrs. Cottle and Pinson's PRSUs would vest in accordance with the level of performance determined by our Compensation Committee, provided that, if Mr. Cottle's or Mr. Pinson's employment or services, as applicable, with us had terminated without cause or for good reason prior to such change in control, his respective PRSU award would vest at target (and in the case of Mr. Cottle, regardless of whether or not his employment with Scientific Games is terminated).

Our Compensation Committee will retain discretion to adjust the number of shares vesting in connection with these awards in order to reflect changes in the price of our Class A common stock between the consummation of this offering and the date the PRSUs vest. Mr. Pinson will be required to recuse himself from any discussions of the Compensation Committee regarding the administration of his award.

Wilson Employment Agreement

We will enter into a new employment agreement with Mr. Wilson in connection with his appointment as our Chief Executive Officer. The agreement will provide that he will be employed for a three-year term from the date of the consummation of this offering, subject to automatic one-year renewals unless notice of non-renewal is timely given. In addition to his participation in the STIP and the SEIP, the employment agreement will provide for an annual base salary of $500,000, for an annual target bonus of 100% of base salary, which for 2019 and 2020 will be granted in the form of awards under the STIP, that Mr. Wilson will be eligible for annual equity awards with a target value of up to 125% of his base salary, and that, if Mr. Wilson's employment is terminated without "cause" or with "good reason" (each, to be defined in the employment agreement), he would be entitled to receive, subject to his execution of a release of claims: (1) a pro rata annual performance bonus; (2) an amount equal to the sum of (i) two times his base salary and (ii) the highest annual cash performance bonus paid to him in respect of the two most recent fiscal years (but not more than his then-current annual base salary), which amount will be equal to Mr. Wilson's annual base salary if he is terminated prior to payment of his 2020 annual performance bonus, with the entire amount in (2) payable over 24 months;

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(3) a pro-rata payment of his SEIP PRSUs, based on actual performance; and (4) payment of COBRA premiums for up to 12 months. If Mr. Wilson's employment is instead terminated upon the expiration of the term, it is expected that he would be entitled to receive, subject to his execution of a release of claims, (a) a pro rata annual performance bonus, (b) an amount equal to his base salary, payable over 12 months, (c) a pro-rata payment of his SEIP PRSUs, based on actual performance, and (d) payment of COBRA premiums for up to 12 months. The other material terms and conditions will remain unchanged from Mr. Wilson's current employment agreement, as described above.

Cody Offer Letter

We will provide Mr. Cody with a new offer letter in connection with the consummation of this offering in order to memorialize the terms of his employment with us. In addition to his participation in the STIP and the SEIP, the offer letter will provide that Mr. Cody will receive an annual base salary of $317,498 and an annual target bonus of 50% of base salary, which for 2019 and 2020 will be granted in the form of awards under the STIP.

Transaction Awards

In order to reward employees of our company and its affiliates whose efforts have been, and will continue to be, instrumental in preparing for and executing this offering, our board of directors approved a transaction award pool in an aggregate amount of $750,000. Such transaction awards will be granted in the form of equity-based awards, effective upon the consummation of this offering, based on the initial public offering price of a share of our Class A common stock in this offering. The vesting terms of the transaction awards will be determined prior to their grant. We do not currently contemplate granting any transaction awards to our named executive officers since they are expected to participate in the SEIP.

Long-Term Incentive Plan

Prior to the effectiveness of the registration statement of which this prospectus is a part, our board of directors will submit the SciPlay Corporation Long-Term Incentive Plan, which we refer to as the LTIP, to our sole stockholder for approval for the benefit of certain of our current and future non-employee directors and employees. The following summary describes the material terms of the LTIP that we will submit to our sole stockholder.

Purpose of the LTIP

The purpose of the LTIP is to aid us in recruiting and retaining highly qualified non-employee directors, employees and consultants who are capable of ensuring our future success. We expect that equity awards and opportunities for ownership of our stock will provide incentives to our non-employee directors, employees and consultants to exert their best efforts for the success of our business and thereby align their interests with those of our stockholders.

Shares Available for Awards

The maximum number of shares of our Class A common stock that may be issued under all stock-based awards granted under the LTIP will be 6,500,000. All of the shares to be reserved may be granted as incentive stock options. The LTIP provides for appropriate adjustments in the number of shares available, the annual limit, and the number and exercise price of outstanding awards in the event of changes in capitalization, including stock dividends and splits, or in the event of large and non-recurring dividends or other distributions.

Shares that are (1) subject to awards that are paid in cash, terminate, lapse, or are canceled or forfeited, (2) withheld in order to satisfy the exercise price or tax withholding applicable to an award,

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or (3) subject to stock appreciation rights but are in excess of the shares actually delivered in connection with such stock appreciation right would be available again for grant under the LTIP.

Eligibility

Non-employee directors, our employees, employees of our subsidiaries or affiliates and our consultants will be eligible to receive awards under the LTIP. The LTIP will include annual limits on the amounts that may be granted under the LTIP to any individual and on the amounts that may be paid by us to any non-employee director in such capacity, which will be determined prior to the submission of our LTIP to our sole stockholder.

Administration

Our Compensation Committee or another duly authorized committee of our board of directors will have the authority to administer the LTIP, including the authority to select the persons who receive awards, determine the number of shares subject to awards, establish the terms and conditions of awards, including the vesting conditions of awards, and to make all other decisions and determinations necessary or advisable for administering the LTIP, consistent with the terms of the LTIP.

Our board of directors will be able to exercise the powers of our Compensation Committee with respect to the LTIP and awards granted thereunder at any time.

Types and Terms of Awards

The LTIP will permit the granting of:

•: stock options (including both incentive and non-qualified stock options),
•: stock appreciation rights,
•: restricted stock,
•: deferred stock and RSUs,
•: dividend equivalents,
•: performance awards, and
•: other stock-based awards.

Stock Options and Stock Appreciation Rights .

Under the terms of the LTIP, the exercise price per share of any stock option or the base price of any stock appreciation right will not be less than 100% of the fair market value of our Class A common stock on the date of grant and the term of any such award cannot exceed 10 years. Stock options can be granted as either incentive stock options or nonqualified stock options.

The exercise price of a stock option will be payable upon exercise, and may be payable, as determined by our Compensation Committee, either in cash, shares of our Class A common stock (including shares otherwise deliverable upon exercise) or other property, or through a combination of the foregoing.

A stock appreciation right will entitle the holder to receive the excess of the fair market value of a share of our Class A common stock on the date of exercise over the base price of the stock appreciation right.

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Restricted Stock

In connection with a grant of restricted stock under the LTIP, the award recipient will own shares of our Class A common stock, subject to restrictions on transferability and vesting requirements. Holders of restricted stock awards will therefore have all of the rights of a stockholder prior to the date on which the vesting requirements lapse, including the right to vote such shares and receive any dividend payments. Awards of restricted stock may require that any divided payments received be subject to vesting requirements or be reinvested in additional shares of restricted stock.

Deferred Stock and RSUs

The LTIP will permit the grant of a right to receive shares of our Class A common stock, or the cash equivalent thereof, following a deferral period and/or the satisfaction of vesting requirements. Until such time as shares of our Class A common stock are actually delivered, the holder of a deferred stock or RSU award will not have any of the rights of a stockholder in connection with such award, but may, if provided in the applicable award agreement, have the right to receive dividend equivalents. Dividend equivalent rights may also be awarded on a freestanding basis, and in all cases, may be fully vested when paid or subject to vesting requirements or the requirement to be invested in shares of restricted stock, RSUs or another investment vehicle as our Compensation Committee may specify.

Performance Awards

The LTIP will permit the grant of awards payable in shares of our Class A common stock or cash that are conditioned on the achievement of one or more performance goals established by our Compensation Committee.

Other Stock-Based Awards

The LTIP will also authorize the grant of other types of awards that are denominated or payable in, or otherwise related to, our Class A common stock, subject to terms and conditions determined by our Compensation Committee.

Change in Control

Unless an award agreement specifies otherwise, the LTIP will provide that awards fully vest in connection with a change in control (as such term will be defined in the LTIP), with any applicable performance goals met at a level determined by our Compensation Committee.

No Re-Pricing

The LTIP will prohibit the "re-pricing" of stock options or stock appreciation rights without the approval of our stockholders, other than for adjustments made to reflect changes in capitalization or similar events as described above. The prohibition on re-pricing includes amending an award to reduce its exercise price or base price or repurchasing or exchanging awards at a time when the award subject to the repurchase or exchange has an exercise price or base price in excess of the then fair market value.

Foreign Awards

In order to comply with the laws in other countries in which we operate or have employees, including to provide for tax qualification of awards under any such country's laws, or otherwise to foster and promote achievement of the purposes of the LTIP, the Compensation Committee, in its sole discretion, will have authority, without amending the LTIP, to adopt subplans or non-U.S. appendices thereunder and/or to modify the terms and conditions of awards granted to individuals who are then

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resident or primarily employed outside the United States or to grant awards to such individuals, including pursuant to any subplan adopted under the LTIP, on terms and conditions that are different from those specified in the LTIP.

Additional Forfeiture Provisions

In addition to any vesting requirements and associated forfeiture provisions provided for in connection with the grant of an award under the LTIP, awards under the LTIP will be subject to any clawback policy we implement and our Compensation Committee will have the authority under the LTIP to condition the grant of an award or the ability to retain any profit or gain realized in connection with an award upon compliance with restrictive covenants or the absence of a restatement of our financial statements.

Termination and Amendment

The LTIP will become effective upon the effective date of the registration statement of which this prospectus is a part, and terminate on the tenth anniversary of such date, unless terminated before then by our board of directors. Our board of directors will generally be able to amend or terminate the LTIP at any time, except (1) stockholder approval will be required for any amendment where such approval is required pursuant to law or applicable stock exchange regulation, and (2) any amendment that would materially and adversely affect the rights of an award holder will require the consent of such holder.

2018 Reconciliation of Social SGICP EBITDA to Net Income

Scientific Games has historically used Social SGICP EBITDA, a non-GAAP measure, as a compensation measure for purposes of determining annual performance bonuses for those who provide services primarily on behalf of our business. Social SGICP EBITDA includes net income before (1) depreciation and amortization, (2) income tax expense, (3) other (income) expense, net and (4) other adjustments made by the compensation committee of the board of directors of Scientific Games Corporation, which include (a) contingent acquisition consideration, (b) royalties paid under our intercompany license agreement to Scientific Games for use of its intellectual property and (c) other adjustments made by the committee.

The following table reconciles net income to Social SGICP EBITDA:

Reconciliation of Social SGICP EBITDA to Net Income

($ in millions)	Year Ended December 31, 2018

Net income	$	39.0
Depreciation and amortization		15.1
Income tax expense		10.4
Other (income) expense, net		(3.0	)
Scientific Games Corporation's Compensation Committee adjustments:
Contingent acquisition consideration		27.5
Royalties for Scientific Games IP		26.1
Other adjustments		19.9

Social SGICP EBITDA	$	135.0

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial ownership of our Class A common stock and Class B common stock, after the consummation of the Transactions, including this offering, for:

•: each person whom we know to own beneficially more than 5% of our Class A common stock or our Class B common stock;
•: each of the directors and named executive officers, individually; and
•: all directors and executive officers, as a group.

As described in "The Transactions" and "Certain Relationships and Related Party Transactions," in connection with this offering, SciPlay will issue shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the purchase of LLC Interests from SG Holding I by SciPlay with a portion of the proceeds from this offering. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of LLC Interests the SG Members will own after giving effect to the Transactions, based on the assumed offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming no exercise by the underwriters of their option to purchase additional shares of our Class A common stock. The SG Members will be entitled to have their LLC Interests redeemed for Class A common stock on a one-for-one basis, or, at the option of SciPlay, for a cash payment determined by reference to the arithmetic average of the volume weighted average market prices over a specified period prior to the date of redemption of one share of our Class A common stock for each LLC Interest so redeemed. In addition, at SciPlay's election, SciPlay may effect a direct exchange of such Class A common stock or such cash for such LLC Interests. Upon any redemption or exchange of any of the SG Members' LLC Interests, an equal number of shares of Class B common stock will be canceled.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights, including the redemption right described above, held by such person that are currently exercisable or will become exercisable within 60 days of the date of this prospectus, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is: 6601 Bermuda Road, Las Vegas, Nevada 89119. To our knowledge, except as indicated

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in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

	Class A Common Stock Beneficially Owned					Class B Common Stock Beneficially Owned

Name of Beneficial Owner	Number of Shares		Percentage of Class			Number of Shares		Percentage of Class
5% Beneficial Owner :
Scientific Games Corporation ⁽¹⁾		104,400,000		82.6	%		104,400,000		100	%
Directors and Named Executive Officers :
Joshua J. Wilson		—		—			—		—
Michael D. Cody		—		—			—		—
Barry L. Cottle		—		—			—		—
Gerald D. Cohen		—		—			—		—
Jay Penske		—		—			—		—
M. Mendel Pinson		—		—			—		—
William C. Thompson, Jr.		—		—			—		—
Frances F. Townsend		—		—			—		—
Directors and Executive Officers as a group (nine persons)		—		—			—		—

(1): Following this offering, Scientific Games Corporation will be the beneficial owner of all of our outstanding Class B common stock through its indirect wholly owned subsidiaries, the SG Members: SG Holding I will own 103,136,000 shares of our Class B common stock, and SG Social Holding Company, LLC will own 1,264,000 shares of our Class B common stock.

The following table sets forth certain information regarding beneficial ownership of the equity securities of Scientific Games Corporation, by:

•: each of our directors and named executive officers, individually; and
•: all of our directors and executive officers, as a group.

Percentage ownership of the common stock of Scientific Games Corporation is based on the shares of common stock of Scientific Games Corporation issued and outstanding as of March 29, 2019.

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of March 29, 2019. Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. Unless otherwise indicated, the address for each listed stockholder is: 6601 Bermuda Road, Las Vegas, Nevada 89119. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the

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persons named in the table have sole voting and investment power with respect to all shares of common stock.

Name of Beneficial Owner

Directors and Named Executive Officers:
Joshua J. Wilson ⁽¹⁾	38,214	*
Michael D. Cody ⁽²⁾	3,407	*
Barry L. Cottle	76,287	*
Gerald D. Cohen	—	—
Jay Penske	—	—
M. Mendel Pinson ⁽³⁾	46,270	*
William C. Thompson, Jr.	—	—
Frances F. Townsend	61,150	*
Directors and Executive Officers as a group (nine persons) ⁽⁴⁾	231,208	*

*: Represents less than 1% of the outstanding shares of common stock.
(1): Includes 1,949 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through conversion within 60 days of March 29, 2019.
(2): Includes 1,030 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through conversion within 60 days of March 29, 2019.
(3): Includes 1,770 shares issuable upon exercise of stock options and 2,436 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of March 29, 2019.
(4): Includes 1,770 shares issuable upon exercise of stock options and 5,415 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of March 29, 2019.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes summaries of transactions or agreements, during our last three fiscal years, to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, affiliates of our directors, executive officers and holders of more than 5% of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under "Executive Compensation." The following summaries are qualified in their entirety by reference to such agreements, copies of which (or forms of such agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov.

Relationship with Scientific Games

Prior to the completion of this offering, we were an indirect wholly owned subsidiary of Scientific Games Corporation. In September 2016, in connection with the designation of SG Social Holding Company II, LLC and its subsidiaries as unrestricted subsidiaries under Scientific Games' debt agreements, we and Scientific Games entered into certain agreements that provided a framework for our relationship with Scientific Games, including intercompany services and licenses of intellectual property rights.

In connection with this offering, we will enter into new or amended agreements with Scientific Games in order to provide a similar framework for our relationship with Scientific Games, including the IP License Agreement and the Intercompany Services Agreement, each as described under "—Arrangements Between Scientific Games and SciPlay."

We do not currently expect to enter into any additional agreements or other transactions with Scientific Games outside the ordinary course or with any of our directors, officers or other affiliates, other than those specified below. Any transactions with directors, officers or other affiliates will be subject to requirements of Sarbanes-Oxley and SEC rules and regulations.

Historical Relationship with Scientific Games

Scientific Games currently provides certain services to us under an intercompany services agreement, and costs associated with these functions have been charged to us and settled in cash pursuant to this agreement. Charges include costs related to corporate level general and administrative expenses, including but not limited to, finance, corporate development, human resources, legal, information technology and rental fees for shared assets, which we refer to as the Parent Services. There are also certain general and administrative expenses shared with the Digital segment of Scientific Games, including but not limited to, executive, finance, human resources and legal, which we refer to collectively as the Digital Shared Services. These expenses have been charged on the basis of direct usage when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures, which we believe to be a reasonable reflection of the utilization of services provided to, or benefit received by, us. Stock-based compensation expense includes the stock-based compensation expense recognized by SG Social Holding Company II, LLC associated with Scientific Games Corporation's equity compensation plans in its financial statements directly related to social employees who are participants in Scientific Games Corporation's stock compensation plan.

Similarly, Scientific Games frequently licenses intellectual property from third parties, which we have historically utilized in developing games pursuant to our current intellectual property licensing agreement with Scientific Games. Prior to this offering and prior to our entry into the IP License Agreement, royalties for use of such intellectual property have been charged to us and have typically

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been based upon the revenue we have generated using such intellectual property and the royalty rates defined and stipulated in the third-party agreements between Scientific Games and the intellectual property owners. We also have utilized certain intellectual property owned by Scientific Games in developing games.

The charges described above may not necessarily be indicative of the actual expenses we would have incurred as an independent company during the periods prior to the offering or of the costs we will incur in the future. The following is the summary of expenses charged from Scientific Games for each of the above services and for periods indicated below:

	Year Ended December 31,

(in millions)	2018		2017		2016
Parent Services	$	5.7	$	5.4	$	4.8
Digital Shared Services		—		1.6		2.1
Royalties for Scientific Games IP		26.1		23.6		18.3
Royalties to Scientific Games for third-party IP		7.7		5.5		5.3

Scientific Games as Our Controlling Stockholder

Upon completion of this offering, Scientific Games, through its indirect wholly owned subsidiaries, the SG Members, will hold approximately 97.9% of the voting power in us (or approximately 97.6% if the underwriters exercise their option to purchase additional shares in full). For as long as Scientific Games, through its indirect wholly owned subsidiaries, the SG Members, continues to control shares representing a majority of our combined voting power, Scientific Games or its successor-in-interest will be able to direct the election of all the members of our board of directors. Even if Scientific Games were to control less than a majority of the voting power in us, it would be able to influence the outcome of our corporate actions so long as it owned a significant portion of our combined voting power. Similarly, Scientific Games will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in control of us and will have the power to take certain other actions that might be favorable to Scientific Games.

Scientific Games Corporation has agreed, subject to certain exceptions, not to sell or otherwise dispose of any of our common stock for a period of 180 days from the date of this prospectus without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. See "Underwriting (Conflicts of Interest)." However, we cannot assure the period of time during which Scientific Games Corporation will maintain its ownership of our common stock following this offering.

Arrangements Between Scientific Games and SciPlay

In connection with this offering, we intend to enter into new or amended agreements with Scientific Games in order to provide a similar framework for our relationship with Scientific Games. The material terms of each of these agreements are summarized below. These summaries are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to the registration statement of which this prospectus is a part.

Intercompany Services Agreement

Pursuant to the Intercompany Services Agreement, Scientific Games will provide certain services to us, and costs associated with these functions will be charged to us and settled in cash pursuant to this agreement. Charges will include costs related to corporate level general and administrative expenses, including but not limited to, finance, corporate development, human resources,

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legal (which could include liability related to litigation awards related to our company), information technology and rental fees for shared assets, which we refer to as the Parent Services. These expenses will be charged on the basis of direct usage when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures, which we believe will be a reasonable reflection of the utilization of services provided to, or benefit received by, us. Stock-based compensation expense will continue to include any stock-based compensation expense recognized by SG Social Holding Company II, LLC associated with Scientific Games Corporation's equity compensation plans in its financial statements directly related to social employees who are participants in Scientific Games Corporation's stock compensation plan.

Similarly, Scientific Games frequently licenses intellectual property from third parties, which we will generally utilize in developing games pursuant to the IP License Agreement with Scientific Games, or by virtue of being a subsidiary of Scientific Games (in which case we will pay the corresponding costs through the Intercompany Services Agreement).

IP License Agreement

The IP License Agreement will initially be between Bally Gaming and SG Holding I, and SG Holding I will use $255.0 million of proceeds received from us in this offering to make a one-time payment to Bally Gaming under the IP License Agreement. SG Holding I will then assign the rights of the IP License Agreement to SciPlay Holding LLC immediately following this offering. Pursuant to the terms of the IP License Agreement, we will acquire the following licenses:

•: an exclusive (subject to certain limited exceptions), perpetual, non-royalty bearing license to use intellectual property created or acquired by Bally Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement (the date of the IP License Agreement, the "Effective Date"), in any of the Covered Games;
•: an exclusive (subject to certain limited exceptions) license to use third-party intellectual property licensed to Bally Gaming or its affiliates on or before the third anniversary of the Effective Date, to the extent permitted to be sublicensed to us, in any of the Covered Games;
•: a non-exclusive, perpetual, non-royalty bearing license to use intellectual property created or acquired by Bally Gaming or its affiliates after the third anniversary of the Effective Date, but only in our currently available games; and
•: a non-exclusive license to use third-party intellectual property licensed to Bally Gaming or its affiliates after the third anniversary of the Effective Date, to the extent permitted to be sublicensed to us, but only in our currently available games.

The intellectual property licensed to us pursuant to the IP License Agreement will exclude any intellectual property created, licensed or acquired by Bally Gaming or its affiliates after the Effective Date solely for use in the development of a land-based slot machine until such land-based slot machine has been submitted by Bally Gaming or one of its affiliates to a regulator or independent third party for regulatory testing. Any such intellectual property created, licensed or acquired before the third anniversary of the Effective Date solely for use in the development of a land-based slot machine would be included in the non-exclusive license limited to use in our currently available games (despite being created, licensed or acquired before the third anniversary), if such machine is submitted by Bally Gaming or one of its affiliates to a regulator or independent third party for regulatory testing after the third anniversary of the Effective Date, so long as Bally Gaming or such affiliate does not delay any such submission in bad faith past the third anniversary of the Effective Date.

So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by Bally Gaming or its affiliates in our

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currently available games. The IP License Agreement will not provide us any right to use intellectual property created or acquired by Bally Gaming or its affiliates after the third anniversary of the Effective Date or licensed to Bally Gaming or its affiliates after the third anniversary of the Effective Date, in any of our future games released after the Effective Date. We will be required to pay to Bally Gaming all costs, fees and expenses related to the licenses for intellectual property licensed by Bally Gaming and its affiliates from third parties and sublicensed to us under the IP License Agreement, including proportionate pass-through expenses, such as our allocable share of minimum guarantees to the owners of such intellectual property.

Bally Gaming will be required to provide us with a right of first negotiation to convert any non-exclusive licenses to exclusive licenses, as well as a right of first negotiation to license intellectual property created or acquired by Bally Gaming or its affiliates after the third anniversary of the Effective Date, either on an exclusive or non-exclusive basis, for use beyond our currently available games. In the event that Bally Gaming intends to offer any such license to third parties, it is required to notify us in writing. If we fail to reach agreement on all material terms for such license within 60 days of our receipt of written notice, or if we subsequently fail to enter into a definitive binding written agreement within 30 days of having reached agreement on all material terms for such license, then Bally Gaming will have no obligation to continue to negotiate with us, including with respect to the terms of any license it offers to or enters into with a third party.

We will be required to fulfill all obligations applicable to our business set forth in Bally Gaming's existing license agreements with third parties for third-party intellectual property. Our obligations under third-party licenses that are sublicensed to us pursuant to the IP License Agreement may be expanded in the future with our express written consent.

The IP License Agreement has a change of control provision that requires Bally Gaming's consent, not to be unreasonably withheld, in the event of changes of control of our company that are not initiated by Scientific Games. Bally Gaming could reasonably withhold its consent, and therefore have the right to terminate the IP License Agreement, if, for example, a competitor of Scientific Games were to acquire more than 50% of the voting power in our company. If Bally Gaming were to exercise this termination right, we would lose the benefit of any intellectual property licensed to us under the IP License Agreement, which is essential to our business, including any intellectual property that we develop, to the extent it is an improvement, enhancement, modification, or derivative work of any intellectual property licensed to us under the IP License Agreement. Any transaction that results in Scientific Games ceasing to hold at least 50% of the voting power in our company will be considered a change of control transaction requiring Bally Gaming's consent, except for: (i) transactions initiated by Scientific Games, or (ii) decreases in voting power resulting from (a) Scientific Games selling any ownership interests in our company, either privately or through additional public offerings, or (b) any future issuance of additional shares of our capital stock. In addition, our rights to any third-party intellectual property licensed to Bally Gaming or its affiliates and sublicensed to us under the IP License Agreement are subject to any change of control provisions in the applicable third-party license.

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sublicense such third-party intellectual property rights to us, or our ability to benefit directly from such intellectual property without a sublicense as a subsidiary of Scientific Games.

The IP License Agreement will terminate automatically upon written notice from Bally Gaming after it is notified in writing by any regulatory agency that the conduct of business with us will jeopardize the real money gaming licenses of Bally Gaming or its affiliates (including Scientific Games) or the ability of Bally Gaming or its affiliates (including Scientific Games) to obtain such licenses. Additionally, we or Bally Gaming may terminate the IP License Agreement for the other party's uncured material breach. Bally Gaming will also have the right to terminate the IP License Agreement upon certain events relating to our insolvency or bankruptcy, or an attempt to assign or sublicense the rights we have under the IP License Agreement, including a change in control that requires Bally Gaming's consent. Upon termination of the IP License Agreement, the licenses would cease immediately.

In the event the IP License Agreement is terminated for any reason on or before the fifth anniversary of the Effective Date, Bally Gaming will be required to pay us, within 30 days of such termination, a termination fee equal to:

•: $223.0 million, in the event termination occurs on or before the first anniversary of the Effective Date;
•: $188.0 million, in the event termination occurs after the first anniversary of the Effective Date but on or before the second anniversary of the Effective Date;
•: $150.0 million, in the event termination occurs after the second anniversary of the Effective Date but on or before the third anniversary of the Effective Date;
•: $110.0 million, in the event termination occurs after the third anniversary of the Effective Date but on or before the fourth anniversary of the Effective Date; and
•: $68.0 million, in the event termination occurs after the fourth anniversary of the Effective Date but on or before the fifth anniversary of the Effective Date.

Certain Compensation Arrangements

Mr. Pinson, a director, received grants of RSUs with respect to Scientific Games' common stock, either vesting immediately or over a period of four years, with grant date values of $1,500,000 in the aggregate in the period from fiscal year 2016 through the date of this registration statement from Scientific Games in exchange for his providing consulting services.

Mr. Cottle, our Executive Chairman, received the following compensation and benefits from Scientific Games in his prior position as Chief Executive, SG Interactive during 2016 and 2017: (i) base salary payments in an aggregate amount of $1,350,000; (ii) annual cash and incentive bonus awards in an aggregate amount of $2,428,450; (iii) in lieu of annual equity awards for 2016-2017, a long-term incentive opportunity tied to achievement against performance goals relating to achieving aggressive revenue and EBITDA growth for our business over a three-year period ending in 2017, which paid out in accordance with the outcome of the performance goals in an aggregate amount equal to $9,454,842; and (iv) other compensation and benefits in an aggregate amount of $87,495.

Mr. Wilson, a director and our Chief Executive Officer, received the following compensation and benefits from Scientific Games in his prior position as Senior Vice President, Social Gaming during 2016 and 2017: (i) base salary payments in an aggregate amount of $715,677; (ii) annual cash and incentive bonus awards in an aggregate amount of $658,596; (iii) equity awards with aggregate grant date values of $489,981; and (iv) other compensation and benefits in an aggregate amount of $20,602.

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Mr. Cody, our Chief Financial Officer, received the following compensation and benefits from Scientific Games in his prior position as Vice President and Chief Financial Officer, Social Gaming during 2016 and 2017: (i) base salary payments in an aggregate amount of $614,913; (ii) annual cash and incentive bonus awards in an aggregate amount of $452,885; and (iii) other compensation and benefits in an aggregate amount of $20,643.

Other than such compensation arrangements, Messrs. Pinson, Cottle, Wilson and Cody have no interest in any transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Transactions

In connection with the Transactions, we will engage in certain transactions with the SG Members, including entering into the TRA, the SciPlay Parent LLC Agreement and the Registration Rights Agreement. These transactions are described in "The Transactions."

Purchase of LLC Interests

We intend to use the net proceeds from this offering to purchase 2,127,660 newly issued LLC Interests from SciPlay Parent LLC, and 19,872,340 LLC Interests from SG Holding I, or 23,172,340 LLC Interests from SG Holding I if the underwriters exercise in full their option to purchase additional shares of Class A common stock in this offering. We will pay a purchase price per LLC Interest equal to the initial public offering price per share of Class A common stock in this offering, after deducting the underwriting discount.

Tax Receivable Agreement

We expect to obtain an increase in our share of the tax basis of the assets of SciPlay Parent LLC in connection with this offering and if and when (as described below under "—SciPlay Parent LLC Agreement") any of the SG Members receives shares of our Class A common stock or cash at our election in connection with any redemption or exchange of the SG Members' LLC Interests (any such basis increase, the "Basis Adjustments"). We intend to treat any such redemption or exchange of LLC Interests as our direct purchase of LLC Interests from the SG Members for U.S. federal income and other applicable tax purposes, regardless of whether such LLC Interests are surrendered by the SG Members to SciPlay Parent LLC for redemption or sold to us upon the exercise of our election to acquire such LLC Interests directly. A Basis Adjustment may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the transactions described above, we will enter into the TRA with the SG Members and SciPlay Parent LLC. The TRA will provide for the payment by us to the SG Members of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the transactions described above, including increases in the tax basis of the assets of SciPlay Parent LLC attributable to payments made under the TRA and deductions attributable to imputed interest pursuant to the TRA. SciPlay Parent LLC will have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange of LLC Interests for shares of our Class A common stock or cash occurs. These TRA payments are not conditioned upon any continued ownership interest in either SciPlay Parent LLC or us by the SG Members. The rights of the SG Members under the TRA are assignable to transferees of their LLC Interests (other than SciPlay or SciPlay Parent LLC as transferee pursuant to subsequent redemptions or exchanges of the transferred LLC Interests). We expect to benefit from the remaining 15% of tax benefits, if any, that we may actually realize.

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The actual Basis Adjustments, as well as any amounts paid to the SG Members under the TRA, will vary depending on a number of factors, including:

•: the price of shares of our Class A common stock in connection with this offering and at the time of redemptions or exchanges —the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A common stock at the time of the closing of this offering and each redemption or exchange;
•: the timing of any subsequent redemptions or exchanges —for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of SciPlay Parent LLC at the time of each redemption or exchange;
•: the extent to which such redemptions or exchanges are taxable —if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and
•: the amount and timing of our income —the TRA generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the TRA. If we do not have taxable income, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes will result in payments under the TRA.

For purposes of the TRA, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments and had the TRA not been entered into. The TRA will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of the offering. There is no maximum term for the TRA; however, the TRA may be voluntarily terminated by us pursuant to an early termination procedure and shall be terminated upon the occurrence of certain mergers, asset sales, other forms of business combination or other changes of control (including under certain material indebtedness of SciPlay Parent LLC or its subsidiaries) or our material breach of our material obligations under the TRA, and in each case we shall be obligated to pay the SG Members an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments). However, our ability to make such payment may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which SciPlay Parent LLC is then a party, or any applicable law.

The payment obligations under the TRA are obligations of SciPlay and not of SciPlay Parent LLC. Although the actual timing and amount of any payments that may be made under the TRA will vary, we expect that the payments that we may be required to make to the SG Members will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the tax savings associated with the purchase of LLC Interests in connection with this offering, together with future redemptions or exchanges of all remaining LLC Interests not owned by SciPlay pursuant to the SciPlay Parent LLC Agreement as described above, would aggregate to approximately $484.1 million over 20 years from the date of this offering based on the assumed initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming all future redemptions or exchanges would occur one year after this offering. Under such scenario, assuming future payments are made on the date each relevant tax return is due,

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without extensions, we would be required to pay approximately 85% of such amount, or approximately $411.5 million, over the 20-year period from the date of this offering. Any payments made by us to the SG Members under the TRA will generally reduce the amount of cash that might have otherwise been available to us or to SciPlay Parent LLC. To the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the TRA (including any accrued and unpaid interest) within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the TRA, which will terminate the TRA and accelerate payments thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under the terms of the TRA or the terms governing certain of our secured indebtedness or (ii) we do not have, and cannot use commercially reasonable efforts to obtain, sufficient funds to make such payment. In addition, we are obligated to use commercially reasonable efforts to avoid entering into any agreements that could be reasonably anticipated to materially delay the timing of the making of any payments under the TRA, which could limit our ability to pursue strategic transactions.

Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the SG Members under the TRA. For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments under the TRA and increase the present value of such payments.

The TRA provides that if (i) we materially breach any of our material obligations under the TRA, including if we make a distribution of cash or other property (other than shares of our Class A common stock) to our stockholders or use cash or other property to repurchase any of our capital stock (including our Class A common stock) before all our payment obligations under the TRA have been satisfied for all prior taxable years, (ii) certain mergers, asset sales, other forms of business combination or other changes of control (including under certain material indebtedness of SciPlay Parent LLC or its subsidiaries) were to occur, or (iii) we elect an early termination of the TRA, then our future obligations, or our successor's future obligations, under the TRA would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA, and an assumption that, as of the effective date of the acceleration, any SG Member that has LLC Interests that have not been exchanged is deemed to have exchanged such LLC Interests for the fair market value of the shares of our Class A common stock or the amount of cash that would be received by such SG Member had such LLC Interests actually been exchanged on such date. However, as noted above, our ability to make such payments may be limited by restrictions on distributions that would either violate any contract or agreement to which SciPlay Parent LLC is then a party, or any applicable law.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the estimated present value (calculated based on a discount rate equal to one-month LIBOR plus 100 basis points) of the anticipated future tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits and, therefore, we could be required to make cash payments to the SG Members that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the TRA. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. We cannot assure that we will be able to finance our obligations under the TRA or that we will be able to make the immediate cash payment described above to the extent SciPlay Parent LLC's ability to make such payment is restricted as described above. If we were to elect to terminate the TRA immediately after this offering (including the use of proceeds to us therefrom), based on the assumed initial public offering price of $15.00 per share of our Class A common stock, which is the midpoint of the range set forth on the

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cover page of this prospectus, we estimate that we would be required to pay approximately $315.7 million in the aggregate under the TRA.

Payments under the TRA will be based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain any such challenge. If the outcome of any such challenge would reasonably be expected to materially affect a recipient's payments under the TRA, then we will not be permitted to settle or to fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of each SG Member, and any such restrictions will apply for as long as the TRA remains in effect. We will not be reimbursed for any cash payments previously made to the SG Members pursuant to the TRA if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, in such circumstances, any excess cash payments made by us to the SG Members will be netted against any future cash payments that we might otherwise be required to make under the terms of the TRA. However, we might not determine that we have effectively made an excess cash payment to the SG Members for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the TRA that are substantially greater than our actual cash tax savings.

Payments are generally due under the TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of one-month LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the TRA will continue to accrue interest at one-month LIBOR plus 500 basis points until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose or were prohibited from making such payments under the terms governing certain of our secured indebtedness. In addition, the terms governing the Revolver generally will not permit SciPlay Parent LLC, as a guarantor of the Revolver, to make distributions sufficient to allow us to make early termination payments under the TRA. Subject to certain exceptions as noted above, our failure to make any payment required under the TRA (including any accrued and unpaid interest) within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the TRA, in which case, the TRA will terminate and future payments thereunder will be accelerated, as noted above.

SciPlay Parent LLC Agreement

We will operate our business through SciPlay Parent LLC and its subsidiaries. In connection with the completion of this offering, we and the SG Members will enter into SciPlay Parent LLC's amended and restated operating agreement, which we refer to as the "SciPlay Parent LLC Agreement." The operations of SciPlay Parent LLC, and the rights and obligations of the holders of LLC Interests, will be set forth in the SciPlay Parent LLC Agreement.

Appointment as Sole Manager. Under the SciPlay Parent LLC Agreement, we will become a member and the sole manager of SciPlay Parent LLC. As the sole manager, we will be able to control all of the day-to-day business affairs and decision-making of SciPlay Parent LLC without the approval of any other member. As such, we, through our directors and officers, will be responsible for all operational and administrative decisions of SciPlay Parent LLC and the day-to-day management of SciPlay Parent LLC's business. Pursuant to the terms of the SciPlay Parent LLC Agreement, we cannot, under any circumstances, be removed as the sole manager of SciPlay Parent LLC except by our election.

Compensation. We will not be entitled to compensation for our services as manager. We will be entitled to reimbursement by SciPlay Parent LLC for any reasonable out-of-pocket fees and

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expenses incurred on behalf of SciPlay Parent LLC, including all expenses associated with this offering and maintaining our corporate existence.

Recapitalization. The SciPlay Parent LLC Agreement will recapitalize the member's interests currently held by the SG Members into a new single class of common member's interests, which we refer to as the "LLC Interests." Under the SciPlay Parent LLC Agreement immediately following the consummation of this offering, one LLC Interest will be acquired with the net proceeds received from the sale of one share of our Class A common stock in this offering, after the deduction of the underwriting discount. Each LLC Interest will entitle the holder to a pro rata share of the net profits and net losses and distributions of SciPlay Parent LLC.

Redemption Rights of Members. The SciPlay Parent LLC Agreement will provide a redemption right to the SG Members which will entitle it to cause SciPlay Parent LLC to redeem all or a portion of the LLC Interests held by the SG Members for newly issued shares of our Class A common stock on a one-for-one basis, or, at our option, a cash payment determined by reference to the arithmetic average of the volume weighted average market prices of one share of our Class A common stock over a specified period prior to the date of redemption for each LLC Interest redeemed. However, in lieu of such a redemption, we will have the right, at our option, to effect a direct exchange of cash and/or shares of our Class A common stock for the SG Members' LLC Interests. Any determination by us to pay, or to cause SciPlay Parent LLC to pay, cash instead of shares of our Class A common stock for LLC Interests offered for redemption would be made by our disinterested independent directors. If we decide to make, or cause SciPlay Parent LLC to make, such a cash payment, the SG Members will have the option to rescind its redemption request within a specified time period. Upon the exercise of the redemption right, the SG Members will surrender their applicable LLC Interests to SciPlay Parent LLC for cancellation. The SciPlay Parent LLC Agreement will require that we contribute cash or shares of Class A common stock to SciPlay Parent LLC, and SciPlay Parent LLC will issue to us newly issued LLC Interests equal to the number of LLC Interests redeemed from the SG Members. SciPlay Parent LLC will then distribute the cash or shares of our Class A common stock to the SG Members to complete the redemption. Shares of our Class B common stock will be cancelled on a one-for-one basis whenever the SG Members' LLC Interests are so redeemed or exchanged. Whether by redemption or exchange, we will be obligated to ensure that at all times the number of LLC Interests that we own equals the number of shares of Class A common stock issued by us (subject to certain exceptions for treasury shares, shares underlying certain convertible or exchangeable securities and shares of unvested restricted stock issued pursuant to certain employee incentive plans).

Distributions. The SciPlay Parent LLC Agreement will require "tax distributions" to be made by SciPlay Parent LLC to its "members," including us. Tax distributions will be made to each member of SciPlay Parent LLC, including us, generally as and when we are required to make estimated payments or file tax returns, which we expect will be approximately on a quarterly basis. Tax distributions will be made on a pro rata basis out of "distributable cash," as that term is defined in the SciPlay Parent LLC Agreement, or other legal funds or property in an amount that is sufficient to cause us to receive distributions for the relevant period equal to the amount of our tax obligations, including our obligations to make ordinary course payments under the TRA, but not including any obligations to make early termination payments under the TRA. Tax distributions will be made only to the extent all distributions from SciPlay Parent LLC for the relevant period were otherwise insufficient to cover our tax obligations. The SciPlay Parent LLC Agreement will also allow for other distributions to be made by SciPlay Parent LLC to its members on a pro rata basis out of "distributable cash," as that term is defined in the SciPlay Parent LLC Agreement. We expect SciPlay Parent LLC may make distributions out of distributable cash periodically to the extent permitted by our agreements governing our indebtedness and necessary to enable us to cover our operating expenses and other obligations, including our tax liabilities and obligations under the TRA, as well as to make dividend payments, if any, to the holders of our Class A common stock.

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Issuance of LLC Interests Upon Exercise of Options or Issuance of Other Equity Compensation. The SciPlay Parent LLC Agreement will provide that, upon the vesting of restricted stock awards, exercise of options or the issuance of shares pursuant to other types of equity awards (such as deferred stock, other stock-based awards and performance awards), we will (1) be required to acquire from SciPlay Parent LLC a number of LLC Interests equal to the net number of shares of Class A common stock that vest or are issued, as applicable, in connection with the applicable event and (2) in exchange for such LLC Interests, we will make, or be deemed to make, a capital contribution to SciPlay Parent LLC equal to the aggregate value of such net number of shares of Class A common stock. If any such awards are granted to directors, officers or employees of, or other service providers engaged by, SciPlay Parent LLC or its subsidiaries, the SciPlay Parent LLC Agreement will provide that SciPlay Parent LLC (or its applicable subsidiary) will be deemed to have (i) transferred to the applicable award holder the shares of Class A common stock includible in his or her taxable income in connection with such award and (ii) purchased from us the shares of Class A common stock issued in connection with such award. If any such awards are granted to directors, officers or employees of, or other service providers engaged by, us, and we incur any compensation expense in connection with such award, then SciPlay Parent LLC will reimburse, or be deemed to reimburse, us for the portion of the compensation expense includible in the award holder's taxable income.

Maintenance of a one-to-one ratio of shares of Class A common stock and LLC Interests owned by SciPlay. Our articles of incorporation will require that we at all times maintain (x) a ratio of one LLC Interest owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares, shares underlying certain convertible or exchangeable securities and shares of unvested restricted stock issued pursuant to certain employee incentive plans) and (y) a one-to-one ratio between the number of shares of Class B common stock owned by the SG Members and the number of LLC Interests owned by the SG Members, and the SciPlay Parent LLC Agreement will require that SciPlay Parent LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC interests owned by us.

Transfer Restrictions. The SciPlay Parent LLC Agreement generally will not permit transfers of LLC Interests by members without the consent of the sole manager, subject to limited exceptions. Any transferee of LLC Interests will be required to assume all of the obligations of a transferring member with respect to the transferred units, even if the transferee is not admitted as a member of SciPlay Parent LLC.

Dissolution. The SciPlay Parent LLC Agreement will provide that the consent of the manager as well as the consent of the holders of a majority of the outstanding LLC interests will be required to voluntarily dissolve SciPlay Parent LLC. In addition to a voluntary dissolution, SciPlay Parent LLC will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Nevada law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay the expenses of winding up SciPlay Parent LLC; (ii) second, to pay debts and liabilities owed to creditors of SciPlay Parent LLC, other than members; (iii) third, to pay debts and liabilities owed to members; and (iv) fourth, to the members pro-rata in accordance with their respective percentage ownership interests in SciPlay Parent LLC (as determined based on the number of LLC Interests held by a member relative to the aggregate number of all outstanding LLC Interests).

Confidentiality. Each member will agree to maintain the confidentiality of SciPlay Parent LLC's confidential information. This obligation will exclude information independently obtained or developed by the members, information that is in the public domain or otherwise disclosed to a member, in either such case not in violation of a confidentiality obligation or disclosures required by law or judicial process or approved by the manager or our chief executive officer.

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Indemnification and Exculpation. The SciPlay Parent LLC Agreement will provide for indemnification of the manager, the members and the officers of SciPlay Parent LLC. To the extent permitted by applicable law, SciPlay Parent LLC will indemnify us, as its manager, and its members and officers from and against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by any such person in connection with any threatened, pending or completed actions, suits or proceedings, whether civil, criminal or investigative, in which such person is made a party or threatened to be made a party by reason of such person being or having been a manager, member, officer, employee or agent of SciPlay Parent LLC or serving or having served at the request of SciPlay Parent LLC as a manager, member, employee or agent of another limited liability company, corporation, partnership, trust or other enterprise, if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of SciPlay Parent LLC, and, with respect to any criminal action or proceeding other than by or in the right of SciPlay Parent LLC, had no reasonable cause to believe the conduct was unlawful.

The SciPlay Parent LLC Agreement will provide that we, as the manager, and the officers of SciPlay Parent LLC will not be liable to SciPlay Parent LLC, its members or their affiliates for losses, damages or claims incurred as a result of any acts or omissions of these persons performed or omitted in good faith and in a manner reasonably believed to be within the scope of authority conferred on such person by such agreement or by the manager or other authorized person except that such person shall be liable if a court of competent jurisdiction establishes that the acts or omissions constituted a breach of such person's duties, if any, as a manager or officer and such breach involved intentional misconduct, fraud or a knowing violation of law, and was material to the cause of action.

Amendments. The SciPlay Parent LLC Agreement may be amended with the consent of the holders of a majority of the voting power of the outstanding LLC Interests; provided that if the member that is also the manager holds greater than 33% of the LLC Interests, then it may be amended with the consent of the manager together with holders (other than the member that is also the manager) of a majority of the voting power of the outstanding LLC Interests, excluding the voting power of the outstanding LLC Interests held by the member that is also the manager. Notwithstanding the foregoing, no amendment to any of the provisions that expressly require the approval or action of certain members may be made without the consent of such members and no amendment to the provisions governing the authority and actions of the manager or the dissolution of SciPlay Parent LLC may be amended without the consent of the manager.

Registration Rights Agreement

We intend to enter into a Registration Rights Agreement with the SG Members in connection with this offering. The Registration Rights Agreement will provide the SG Members certain registration rights whereby, at any time following our initial public offering and the expiration of any related lock-up period, the SG Members can require us to register under the Securities Act shares of Class A common stock issuable to them, at our election, upon redemption or exchange of its LLC Interests. The Registration Rights Agreement will also provide for piggyback registration rights for the SG Members.

Corporate Opportunities

Our articles of incorporation will include a "corporate opportunity" provision in which we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors or officers who are also directors, officers, employees or other affiliates of Scientific Games or its affiliates (except that we and our subsidiaries shall not be deemed affiliates of Scientific Games or its affiliates for the purposes of the provision), or dual persons, or (ii) Scientific Games itself, and which relate to the business of Scientific Games or may constitute a corporate opportunity for both Scientific Games and us. Generally, neither Scientific Games nor our directors or officers who are also

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dual persons will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such person pursues or acquires any corporate opportunity for the account of Scientific Games or its affiliates, directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to Scientific Games or its affiliates, or does not communicate information regarding such corporate opportunity to us. The corporate opportunity provision may exacerbate conflicts of interest between Scientific Games and us because the provision effectively permits one of our directors or officers who also serves as a director, officer, employee or other affiliate of Scientific Games to choose to direct a corporate opportunity to Scientific Games instead of us.

Policies and Procedures for Related Person Transactions

Our Audit Committee's charter will include a related person transaction policy, or the Related Person Transaction Approval Policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships that meets the disclosure requirements set forth in Item 404 of Regulation S-K under the Securities Act, or Item 404, in which we were, are or are to be a participant, and in which a "related person", as defined in Item 404, had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm's-length transaction and the extent of the related person's interest in the transaction. Under the Related Person Transaction Approval Policy, the Audit Committee similarly oversees approval of transactions and arrangements between us and our subsidiaries, on the one hand, and the SG Members and their affiliates other than us and our subsidiaries, on the other hand, to the extent involving amounts in excess of $120,000.

The Related Person Transaction Approval Policy provides that to simplify the administration of the approval process under such policy, the Audit Committee may, where it deems it to be appropriate, establish guidelines for certain types of these transactions. The approval requirement will not apply to the implementation and administration of intercompany arrangements entered into pursuant to, or prior to the establishment of, the Related Person Transaction Approval Policy, but covers any amendments, modifications, terminations or extensions of such arrangements involving amounts in excess of $120,000, and the handling and resolution of any related disputes involving amounts in excess of $120,000. Any of our executive officers and directors who are also senior executives or directors of the SG Members or one of their affiliates other than us and our subsidiaries may participate in the negotiation, execution, amendment, modification, or termination of intercompany arrangements subject to the Related Person Transaction Approval Policy, as well as in any resolution of disputes under intercompany arrangements, on behalf of either or both of us and the SG Members, under the direction of the Audit Committee when acting on our behalf. The Related Person Transaction Approval Policy cannot be amended, terminated or waived without the prior approval of a majority of the Audit Committee.

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DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes some of the terms of our articles of incorporation and bylaws that will become effective upon the closing of this offering, the Registration Rights Agreement and the Nevada Revised Statutes. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our articles of incorporation, bylaws and Registration Rights Agreement, copies of which have been or will be filed as exhibits to the registration statement of which this prospectus is a part, as well as the relevant provisions of the Nevada Revised Statutes. The description of our common stock and preferred stock reflects changes to our capital structure that will occur immediately prior to the closing of this offering.

Following the closing of this offering, our authorized capital stock will consist of 625,000,000 shares of Class A common stock, par value $.001 per share, 130,000,000 shares of Class B common stock, par value $.001 per share, and 10,000,000 shares of preferred stock, par value $.001 per share.

Common Stock

Based on the assumed offering and sale of 22,000,000 shares of Class A common stock in this offering at an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, following the closing of this offering, there will be 22,000,000 shares of our Class A common stock issued and outstanding and 104,400,000 shares of our Class B common stock issued and outstanding. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except in the following circumstances where separate class voting is required by Nevada law: (i) a proposed amendment to our articles of incorporation that would adversely alter any preference or other right of our Class A common stock or Class B common stock, (ii) a board resolution providing for a proposed decrease in the number of issued and outstanding shares of our Class A common stock or Class B common stock, as the case may be, which proposed decrease would adversely alter any preference or other right of the other class of our common stock or (iii) a board resolution providing for a proposed increase or decrease in the number of authorized shares and a corresponding increase or decrease of issued and outstanding shares of our Class A common stock or Class B common stock, as the case may be, which proposed increase or decrease in the number of authorized shares would adversely alter any preference or other right of the other class of our common stock. An election of directors by our stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election, and each director may be removed by an affirmative vote of the holders of at least two-thirds of the voting power of the issued and outstanding shares of capital stock entitled to vote thereon. Other matters will be decided by a majority of the votes cast at a meeting at which a quorum is present. See below under "—Anti-Takeover Effects and Our Articles of Incorporation and Bylaws."

Class A Common Stock

Voting Rights. Holders of Class A common stock will be entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders. Holders of Class A common stock will not have cumulative voting rights.

Dividend Rights. Holders of Class A common stock will be entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

Liquidation Rights. In the event of our liquidation or dissolution, the holders of Class A common stock will be entitled to receive proportionately our net assets available for distribution to

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stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Other Matters. Holders of Class A common stock will have no preemptive, subscription, redemption or conversion rights. Outstanding shares of Class A common stock offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of Class A common stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Class B Common Stock

Issuance of Class B common stock with LLC Interests. Shares of Class B common stock will only be issued in the future to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the SG Members and the number of shares of Class B common stock issued to the SG Members. Shares of Class B common stock will be transferable only together with an equal number of LLC Interests.

Voting Rights. Holders of Class B common stock will be entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders, for so long as the number of shares of our common stock beneficially owned by the SG Members and their affiliates represents at least 10% of the issued and outstanding shares of common stock, provided that, from and after the first date on which the SG Members and their affiliates cease to beneficially own at least 10% of our issued and outstanding shares of common stock, each share of Class B common stock shall entitle the record holder thereof to one vote on all matters to be voted on by the stockholders. Holders of Class B common stock will not have cumulative voting rights.

Dividend Rights. Holders of our Class B common stock will not participate in any dividend declared by the board of directors, except for such stock dividends as may be necessary to maintain at all times a one-to-one ratio between the number of LLC Interests owned by the holders of the Class B common stock and the number of outstanding shares of Class B common stock owned by such holders.

Liquidation Rights. In the event of our liquidation or dissolution, the holders of Class B common stock will not be entitled to receive any distribution of our assets.

Exchange for Class A Common Stock. Pursuant to the SciPlay Parent LLC Agreement, the SG Members may, following this offering, require SciPlay Parent LLC to redeem all or a portion of the LLC Interests held by the SG Members for newly issued shares of Class A common stock on a one-for-one basis or, at our option, instead make a cash payment determined by reference to the arithmetic average of the volume weighted average market prices of one share of our Class A common stock over a specified period prior to the date of redemption for each LLC Interest redeemed. We will be required to contribute cash and/or shares of Class A common stock to SciPlay Parent LLC to satisfy such redemption or exchange, and SciPlay Parent LLC will issue to us newly issued LLC Interests equal to the number of LLC Interests redeemed from the SG Members. In lieu of such a redemption, we will have the right, at our option, to effect a direct exchange of cash and/or shares of our Class A common stock for the SG Members's LLC Interests. Shares of our Class B common stock will be cancelled for no other consideration on a one-for-one basis whenever the SG Members's LLC Interests are so redeemed or exchanged. See "Certain Relationships and Related Party Transactions—The Transactions—SciPlay Parent LLC Agreement."

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Transfers. Pursuant to our articles of incorporation and the SciPlay Parent LLC Agreement, shares of Class B common stock may be transferred:

•: to affiliates of SG Holding I and SG Holding and their respective affiliates, successors and assigns;
•: in connection with a change of control transaction (as defined in the SciPlay Parent LLC Agreement) involving SciPlay Parent LLC;
•: in connection with a redemption or exchange of the corresponding LLC Interests; or
•: with the consent of SciPlay Corporation.

Pursuant to our articles of incorporation and the SciPlay Parent LLC Agreement, each holder of Class B common stock agrees that:

•: the holder will not transfer any shares of Class B common stock to any person unless the holder transfers an equal number of LLC Interests to the same person; and
•: in the event the holder transfers any LLC Interests to any person, the holder will transfer an equal number of shares of Class B common stock to the same person.

Any purported transfer of shares of Class B common stock in violation of such restrictions will be null and void and will not be recognized by us or our transfer agent.

Other Matters. Holders of Class B common stock will have no preemptive, subscription, redemption or conversion rights. Outstanding shares of Class B common stock will be when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of Class B common stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Under the terms of our articles of incorporation that will become effective upon the closing of this offering, our board of directors is authorized to cause the designation and issuance of up to shares of preferred stock, in one or more series, without stockholder approval. Our board of directors will have the discretion to determine the designations, relative rights, limitations preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, if any, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock issued or outstanding, and we have no present plans to issue any shares of preferred stock.

Registration Rights

In connection with this offering, we will enter into the Registration Rights Agreement. The Registration Rights Agreement will provide the SG Members certain registration rights to require us to register under the Securities Act shares of Class A common stock issuable to it upon redemption or exchange of its LLC Interests. See "Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement."

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Anti-Takeover Effects and Our Articles of Incorporation and Bylaws

Some provisions of Nevada law, our articles of incorporation and our bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; a change of control of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock

The ability of our board of directors, without action by the stockholders, to designate and authorize the issuance of up to 10,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could have the effect of making changes in control or management of our company more difficult and expensive to accomplish.

Stockholder Meetings

Our articles of incorporation and bylaws will provide that stockholders owning shares representing a majority of the combined voting power of our issued and outstanding common stock will have the right to call a special meeting of stockholders until the first date that the SG Members and their affiliates other than us and our controlled affiliates cease to beneficially own shares of our common stock representing greater than 50% of the combined voting power of our common stock. Our articles of incorporation and bylaws will provide that thereafter, subject to applicable law, special meetings of the stockholders may be called only by the secretary of the company at the written request of the majority of our board of directors, by the chairman of our board of directors or by the president of the company.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our bylaws will establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than proposals and nominations made by or at the direction of the board of directors or a committee of the board of directors.

Elimination of Stockholder Action by Written Consent

Our articles of incorporation and bylaws will not permit stockholders to act by written consent without a meeting after the first date that the SG Members and their affiliates other than us and our controlled affiliates cease to beneficially own shares of our common stock representing greater than 50% of the combined voting power of our common stock.

Removal of Directors

Our articles of incorporation and bylaws will provide that no member of our board of directors may be removed from office by our stockholders except, in addition to any other vote required by law,

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upon the approval of the holders of at least two-thirds of the combined voting power of the outstanding shares of stock entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting

Our articles of incorporation will not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the combined voting power of our common stock will be able to elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock may be entitled to elect.

Exclusive Forum

Our articles of incorporation and bylaws will provide that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, will be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in our name or right or on our behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of our articles of incorporation or bylaws, (iv) to interpret, apply, enforce or determine the validity of our articles of incorporation and bylaws or (v) asserting a claim governed by the internal affairs doctrine; provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our articles of incorporation and bylaws will further provide that, in the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action, suit or proceeding, then any other state district court located in the State of Nevada will be the sole and exclusive forum therefor and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then a federal court located within the State of Nevada will be the sole and exclusive forum therefor. Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers.

Anti-Takeover Effects of Nevada Law

The State of Nevada, where we are incorporated, has enacted statutes that could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. We have opted out of these statutes.

Compliance with Gaming Laws

Our amended and restated articles of incorporation will provide that, in order for Scientific Games or any other affiliate of the Company to secure and maintain in good standing its gaming licenses, any record or beneficial holder of securities of the Company (i) who is determined or shall have been determined by any gaming authority not to be suitable or qualified to be associated or have a relationship with Scientific Games or any other affiliate of the Company or (ii) whose ownership or control of securities of the Company may result, in the judgment of our board of directors, in the failure of Scientific Games or any other affiliate of the Company to obtain, maintain, retain, renew or qualify for a gaming license, or cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any gaming license held by Scientific Games or any other affiliate of the Company, shall sell or otherwise dispose of their securities or other interests in the Company, or the Company may redeem such securities, pursuant to a notice given by the Company.

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Business Combinations and Acquisition of Control Shares

Nevada's "combinations with interested stockholders" statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business "combinations" between certain Nevada corporations and any person deemed to be an "interested stockholder" for two years after such person first becomes an "interested stockholder" unless the corporation's board of directors approves the combination (or the transaction by which such person becomes an "interested stockholder") in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation's voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an "interested stockholder" is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term "combination" is sufficiently broad to cover most significant transactions between a corporation and an "interested stockholder." Our articles of incorporation will provide that these statutes will not apply to us.

Nevada's "acquisition of controlling interest" statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These "control share" laws provide generally that any person that acquires a "controlling interest" in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our bylaws will provide that these statutes will not apply to any acquisition of our common stock. Absent such provision in our articles of incorporation or bylaws, these laws would apply to us if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a "controlling interest" whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become "control shares" to which the voting restrictions described above apply.

In addition, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

Dissenter's Rights

The provisions of Nevada's dissenter's rights statutes (NRS 92A.300 through 92A.500, inclusive) specify certain corporate actions giving rise to the right of a stockholder to demand payment of "fair value" (as defined in NRS 92A.320) of such stockholder's shares, subject to a number of limitations and procedural requirements.

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Stockholders' Derivative Actions

Our stockholders may be entitled to bring an action in our name to procure a judgment in our favor, also known as a derivative action, subject to the requirements of applicable law.

Deemed Notice and Consent

Our articles of incorporation and bylaws provide that any person purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed, to the fullest extent permitted by law, to have notice of and consented to all of the provisions of our articles of incorporation, our bylaws (including, without limitation, the provisions described above under "—Exclusive Forum") and any amendment to our articles of incorporation or bylaws enacted in accordance therewith and applicable law.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be American Stock Transfer & Trust Company, LLC.

Stock Exchange Listing

We have applied to list our Class A common stock on the NASDAQ under the symbol "SCPL." We do not intend to apply to have our Class B common stock listed on a national securities exchange.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market (including shares of our Class A common stock issuable upon redemption or exchange of LLC Interests), or the perception that such sales may occur, could adversely affect the market price of our Class A common stock. Although we have applied to have our Class A common stock listed on The NASDAQ Global Select Market, we cannot assure that there will be an active public market for our Class A common stock.

Upon the closing of this offering, we will have outstanding an aggregate of 22,000,000 shares of Class A common stock. All shares of Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

The 104,400,000 shares of Class A common stock issuable upon the redemption or exchange of LLC Interests will be "restricted securities," as that phrase is defined in Rule 144 under the Securities Act. Subject to certain contractual restrictions, including the lock-up agreement described below, these restricted securities are eligible for public sale only pursuant to an effective registration statement under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. All of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, these shares of Class A common stock will be available for sale pursuant to Rule 144 in the public market, subject to applicable volume limitations under Rule 144.

Lock-Up Agreements

We and each of our directors and executive officers and Scientific Games, have agreed that, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Class A common stock, whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise.

Upon the expiration of the applicable lock-up periods, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above. For a further description of these lock-up agreements, please see "Underwriting (Conflicts of Interest)."

Registration Rights

Upon the closing of this offering, the SG Members will be entitled to rights with respect to the registration of the sale of our common stock under the Securities Act. Registration of the sale of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See the section titled, "Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement."

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Rule 144

Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our Class A common stock for at least six months would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three-month period that does not exceed the greater of:

•: 1% of the number of shares of our Class A common stock then outstanding, which will equal approximately 220,000 shares immediately after this offering; or
•: the average weekly trading volume in our Class A common stock on the NASDAQ during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the NASDAQ concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our Class A common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our Class A shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of an issuer's employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A common stock subject to outstanding stock options and Class A common stock issued or issuable under our Long-Term Incentive Plan. We expect to file the registration statement covering shares of Class A common stock offered pursuant to our Long-Term Incentive Plan shortly after the date of this prospectus, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. We cannot assure that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

This discussion is limited to Non-U.S. Holders that hold our Class A common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•: U.S. expatriates and former citizens or long-term residents of the U.S.;
•: persons subject to the alternative minimum tax;
•: persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
•: banks, insurance companies, and other financial institutions;
•: brokers, dealers or traders in securities;
•: "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;
•: partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
•: tax-exempt organizations or governmental organizations;
•: persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;
•: persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
•: persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A common stock being taken into account in an applicable financial statement;
•: tax-qualified retirement plans; and
•: "qualified foreign pension funds" as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

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If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Class A common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our Class A common stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•: an individual who is a citizen or resident of the U.S.;
•: a corporation created or organized under the laws of the U.S., any state thereof, or the District of Columbia;
•: an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled "Dividend Policy," we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if we do make distributions of cash or property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

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If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the U.S. to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the U.S.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•: the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the U.S. to which such gain is attributable);
•: the Non-U.S. Holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
•: our Class A common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the U.S.), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Class A common stock will not be subject to U.S. federal income tax if our Class A common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

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Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Class A common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a U.S. person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the U.S. or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a U.S. person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our Class A common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Class A common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

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UNDERWRITING (CONFLICTS OF INTEREST)

Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among SciPlay, SciPlay Parent LLC and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of Class A common stock set forth opposite its name below.

Underwriter		Number of Shares

Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Macquarie Capital (USA) Inc.
RBC Capital Markets, LLC
Stifel, Nicolaus & Company, Incorporated
Wedbush Securities Inc.

Total			22,000,000

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

SciPlay and SciPlay Parent LLC have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Sales of shares made outside of the United States may be made by affiliates of the underwriters.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

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The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Per Share	Without Option	With Option

Public offering price	$	$	$
Underwriting discount	$	$	$
Proceeds, before expenses, to SciPlay	$	$	$

The expenses of the offering, not including the underwriting discount, are estimated at $10.0 million and are payable by us. We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $35,000.

Option to Purchase Additional Shares

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 3,300,000 additional shares of our Class A common stock at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter's initial amount reflected in the above table.

Reserved Shares

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 3% of the shares offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

No Sales of Similar Securities

SciPlay, Scientific Games Corporation and our executive officers and directors have agreed not to sell or transfer any Class A common stock or securities convertible into, exchangeable for, exercisable for, or repayable with Class A common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

•: offer, pledge, sell or contract to sell any Class A common stock,
•: sell any option or contract to purchase any Class A common stock,
•: purchase any option or contract to sell any Class A common stock,
•: grant any option, right or warrant for the sale of any Class A common stock,
•: lend or otherwise dispose of or transfer any Class A common stock,
•: request or demand that we file or make a confidential submission of a registration statement related to the Class A common stock, or
•: enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Class A common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

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This lock-up provision applies to Class A common stock and to securities convertible into or exchangeable or exercisable for or repayable with Class A common stock. It also applies to Class A common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The NASDAQ Global Select Market Listing

We expect the shares to be approved for listing on the NASDAQ, subject to notice of issuance, under the symbol "SCPL."

Before this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined through negotiations among us, Scientific Games and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

•: the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,
•: our financial information,
•: the history of, and the prospects for, our company and the industry in which we compete,
•: an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,
•: the present state of our development, and
•: the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our Class A common stock. However, the representatives may engage in transactions that stabilize the price of the Class A common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our Class A common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our Class A common stock in the open market after pricing that could adversely affect investors who purchase in the

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offering. Stabilizing transactions consist of various bids for or purchases of shares of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of our Class A common stock. As a result, the price of our Class A common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NASDAQ, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class A common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

Conflicts of Interest

Affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, who are underwriters in this offering, are lenders under certain credit facilities with our affiliate, Scientific Games International, Inc., a wholly owned subsidiary of Scientific Games Corporation. If any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to pay debt under such credit facilities, these underwriters or their affiliates may receive a portion that is 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Additionally, if any of the underwriters or their affiliates hold notes issued by Scientific Games International, Inc., they may receive a portion of the proceeds of this offering if any portion of the proceeds received by SG Holding I from its sale of LLC Interests to us is used to repurchase or redeem any such outstanding notes. Because of the manner in which the proceeds may be used, the offering will be conducted in accordance with FINRA Rule 5121. This rule requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of "due diligence" in respect to, the registration statement and this prospectus. Morgan Stanley & Co. LLC has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act. Additionally, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc.

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and RBC Capital Markets, LLC, who are acting as underwriters in this offering, will act as joint lead arrangers and joint bookrunners under our Revolver that we expect to enter in connection with this offering. Moreover, none of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc. or RBC Capital Markets, LLC is permitted to sell Class A common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates, including Scientific Games. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each member state of the European Economic Area, no offer of shares which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representatives for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares referred to in (a) to (c) above shall result in a requirement for the Company or any Representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

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Each person located in a Member State to whom any offer of shares is made or who receives any communication in respect of an offer of shares, or who initially acquires any shares will be deemed to have represented, warranted, acknowledged and agreed to and with each Representative and the Company that (1) it is a "qualified investor" within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Representatives has been given to the offer or resale; or where shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

The Company, the Representatives and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the Representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the Representatives have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the Representatives to publish a prospectus for such offer.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

The above selling restriction is in addition to any other selling restrictions set out below.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors," as defined in the Prospectus Directive, (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, all such persons together being referred to as "relevant persons." This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses

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under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, referred to as the Exempt Investors, who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.

Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that

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corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a): to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b): where no consideration is or will be given for the transfer;
(c): where the transfer is by operation of law;
(d): as specified in Section 276(7) of the SFA; or
(e): as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts , or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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LEGAL MATTERS

Certain matters of U.S. federal and New York State law will be passed upon for SciPlay by Latham & Watkins LLP, New York, New York, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. The validity of the shares of Class A common stock offered hereby will be passed upon for us by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.

EXPERTS

The balance sheet of SciPlay Corporation (formerly known as SG Social Games Corporation) (a 100%-owned subsidiary of Scientific Games) as of December 31, 2018 included in this prospectus has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statement is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of SG Social Holding Company II, LLC (formerly known as SG Nevada Holding Company II, LLC) as of and for the years ended December 31, 2018 and 2017, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph describing that the consolidated financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations if SG Social Holding Company II, LLC had been operated as an unaffiliated company of Scientific Games Corporation). Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form S-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov .

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INDEX TO FINANCIAL INFORMATION

		Page

SciPlay Corporation (formerly known as SG Social Games Corporation)
Report of Independent Registered Public Accounting Firm			F-2
Audited Financial Statement
Balance Sheet as of December 31, 2018			F-3
Notes to Financial Statement			F-4
SG Social Holding Company II, LLC (formerly known as SG Nevada Holding Company II, LLC)
Report of Independent Registered Public Accounting Firm			F-6
Audited Consolidated Financial Statements
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2018 and 2017			F-7
Consolidated Balance Sheets as of December 31, 2018 and 2017			F-8
Consolidated Statements of Changes in Parent's Equity for the years ended December 31, 2018 and 2017			F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017			F-10
Notes to Consolidated Financial Statements			F-11

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Scientific Games Corporation:

Opinion on the Financial Statement

We have audited the accompanying balance sheet of SciPlay Corporation (the "Company"), formerly known as SG Social Games Corporation (a 100%-owned subsidiary of Scientific Games Corporation), as of December 31, 2018 and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

March 15, 2019

We have served as the Company's auditor since 2018.

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SCIPLAY CORPORATION
BALANCE SHEET
December 31, 2018
(in millions, except shares)


ASSETS
Cash and cash equivalents	$	—

Total assets	$	—



LIABILITIES AND STOCKHOLDER'S EQUITY
Total liabilities	$	—
Stockholder's equity:
Common stock, $.001 par value per share, 1,000 shares authorized, 100 shares issued and outstanding		—
Additional paid-in capital		—

Total liabilities and Stockholder's equity	$	—

See accompanying notes to financial statement.

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NOTES TO FINANCIAL STATEMENT

(1) Description of the Business and Summary of Significant Accounting Policies

Background and Nature of Operations

SciPlay Corporation (the "Company") (formerly known as SG Social Games Corporation until its legal name change which occurred in March of 2019) was formed as a Nevada corporation on November 30, 2018, which is a 100%-owned subsidiary of Scientific Games Corporation. The Company was formed for the purpose of completing a public offering (the "Offering") and related transactions (the "Transactions") in order to carry on the business of SciPlay Parent Company, LLC (formerly known as SG Social Parent Company, LLC until its legal name change which occurred in March of 2019), which is an entity comprised of the social gaming business of Scientific Games Corporation that develops, markets and operates a portfolio of social games played on various mobile and web platforms.

VIEs and Consolidation

Upon the completion of the prospective offering the Company's sole material asset will be its member's interest in SciPlay Parent Company, LLC. In accordance with the contemplated operating agreement, the Company will have all management powers over the business and affairs of SciPlay Parent Company, LLC and will conduct, direct and exercise full control over the activities of SciPlay Parent Company, LLC. Class A common stock units anticipated to be issued in the Offering will not hold majority voting rights but will hold 100% of the economic interest in SciPlay Parent Company, LLC, which will result in SciPlay Parent Company, LLC being considered a VIE. Due to the Company's power to control combined with its significant economic interest in SciPlay Parent Company, LLC, it will be considered the primary beneficiary of the VIE. Accordingly, the Company will consolidate the financial results of SciPlay Parent Company, LLC and its subsidiaries.

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Separate statements of income and comprehensive income, changes in stockholder's equity, and cash flows have not been presented because there have been no activities in this entity for the period from its formation through December 31, 2018.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. Actual results may differ materially from our estimates.

Subsequent Events

We evaluated subsequent events through March 15, 2019, which is the date the financial statements were available to be issued.

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NOTES TO FINANCIAL STATEMENT (Continued)

(2) Stockholder's Equity

As of December 31, 2018, the Company was authorized to issue 1,000 shares of common stock, par value $.001 per share, and had issued 100 shares of common stock to SG Social Holding Company I, LLC, which is a 100%-owned indirect subsidiary of Scientific Games Corporation.

(3) Income Taxes

For the period from formation through December 31, 2018, the Company did not have any taxable income. SciPlay Corporation is subject to statutory tax requirements of the locations in which it conducts its business. State and local income taxes will be accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Scientific Games Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SG Social Holding Company II, LLC, formerly known as SG Nevada Holding Company II, LLC, and subsidiaries (collectively, the "Company") (a 100%-owned subsidiary of Scientific Games Corporation) as of December 31, 2018 and 2017, and the related consolidated statements of income and comprehensive income, changes in parent's equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Other Matter

As described in Note 1, the accompanying consolidated financial statements have been derived from the consolidated financial statements and accounting records of Scientific Games Corporation and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated entity. Portions of certain income and expenses represent allocations made from parent and related affiliates applicable to Scientific Games Corporation as a whole.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

March 15, 2019

We have served as the Company's auditor since 2016.

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SG SOCIAL HOLDING COMPANY II, LLC

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in millions)

	Years Ended December 31,

	2018			2017
Revenue	$	416.2		$	361.4
Operating expenses:
Cost of revenue ⁽¹⁾		160.4			138.6
Sales and marketing ⁽¹⁾		105.7			86.7
General and administrative ⁽¹⁾		34.5			44.5
Research and development ⁽¹⁾		25.6			26.5
Depreciation and amortization		15.1			17.0
Contingent acquisition consideration		27.5			—
Restructuring and other		1.0			0.3

Operating income		46.4			47.8
Other income (expense):
Other income (expense), net		3.0			(2.6	)

Total other income (expense)		3.0			(2.6	)

Net income before income taxes		49.4			45.2
Income tax expense		10.4			22.1

Net income	$	39.0		$	23.1



Other comprehensive income:
Foreign currency translation (loss) gain		(3.8	)		3.7

Comprehensive income	$	35.2		$	26.8

(1): Excluding Depreciation and amortization.

See accompanying notes to consolidated financial statements.

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SG SOCIAL HOLDING COMPANY II, LLC

CONSOLIDATED BALANCE SHEETS

(in millions)

	As of December 31,

	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	10.0		$	16.8
Accounts receivable, net		31.5			33.9
Prepaid expenses and other current assets		5.6			5.3

Total current assets		47.1			56.0
Property and equipment, net		1.8			1.7
Goodwill		120.7			120.7
Intangible assets, net		13.6			24.7
Software, net		4.3			5.1
Deferred income taxes		6.4			2.7
Other assets		1.0			0.7

Total assets	$	194.9		$	211.6



LIABILITIES AND PARENT'S EQUITY
Current liabilities:
Accounts payable	$	12.7		$	8.7
Accrued liabilities		28.0			26.1
Due to affiliate		3.7			7.3

Total current liabilities		44.4			42.1
Deferred income taxes		—			2.4
Other long-term liabilities		11.9			4.1

Total liabilities		56.3			48.6

Commitments and contingencies (see Note 8)
Parent's equity:
Accumulated net Parent investment		140.8			161.4
Accumulated other comprehensive (loss) income		(2.2	)		1.6

Total Parent's equity		138.6			163.0

Total liabilities and Parent's equity	$	194.9		$	211.6

See accompanying notes to consolidated financial statements.

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SG SOCIAL HOLDING COMPANY II, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN PARENT'S EQUITY

(in millions)

	Accumulated Net Parent Investment			Accumulated Other Comprehensive Income (Loss)			Total Parent's Equity

Balance as of December 31, 2016	$	141.9		$	(2.1	)	$	139.8
Net income		23.1			—			23.1
Transactions with Parent and affiliates, net		33.2			—			33.2
Dividend distributions		(36.8	)		—			(36.8	)
Other comprehensive income		—			3.7			3.7

Balance as of December 31, 2017		161.4			1.6			163.0
Net income		39.0			—			39.0
Transactions with Parent and affiliates, net		18.3			—			18.3
Dividend distributions		(77.9	)		—			(77.9	)
Other comprehensive loss		—			(3.8	)		(3.8	)

Balance as of December 31, 2018	$	140.8		$	(2.2	)	$	138.6

See accompanying notes to consolidated financial statements.

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SG SOCIAL HOLDING COMPANY II, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,

	2018			2017
Cash flows from operating activities:
Net income	$	39.0		$	23.1
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		15.1			17.0
Contingent acquisition consideration		27.5			—
Provision for bad debts		—			1.1
Deferred income taxes		(6.0	)		(3.8	)
Stock-based compensation		4.0			4.3
Operating expenses paid by Parent and affiliates		14.4			22.3
Changes in current assets and liabilities, net of effects of acquisitions:
Accounts receivable		2.2			(13.1	)
Prepaid expenses, other current assets and other assets		2.1			(1.8	)
Accrued liabilities and accounts payable		(14.8	)		13.0
Due to affiliate, net		(3.3	)		0.1
Other, net		(3.3	)		—

Net cash provided by operating activities		76.9			62.2
Cash flows from investing activities:
Capital expenditures		(3.5	)		(5.4	)
Business acquisitions, net of cash acquired		—			(26.0	)

Net cash used in investing activities		(3.5	)		(31.4	)
Cash flows from financing activities:
Payments on license obligations		(1.0	)		—
Payments of deferred offering costs		(0.6	)		—
Transfers to Parent and affiliates, net		(77.9	)		(30.2	)

Net cash used in financing activities		(79.5	)		(30.2	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(0.7	)		1.0

(Decrease) increase in cash, cash equivalents and restricted cash		(6.8	)		1.6
Cash, cash equivalents and restricted cash, beginning of period		16.8			15.2

Cash, cash equivalents and restricted cash, end of period	$	10.0		$	16.8



Supplemental cash flow information:
Cash paid for income taxes	$	1.8		$	0.7
Non-cash investing and financing activities:
Non-cash additions to intangible assets related to license agreements	$	—		$	4.0
Non-cash business combination consideration		—			1.8
Non-cash deferred offering costs		1.9			—

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies

Background and Nature of Operations

The accompanying consolidated financial statements include the historical accounts of the Scientific Games Corporation 100%-owned direct and indirect subsidiaries that hold substantially all of the assets of, and operate, the social gaming business (collectively referred to as the "Social Gaming Entities"). SG Social Holding Company II, LLC (formerly known as SG Nevada Holding Company II, LLC), which consolidates the Social Gaming Entities is referred to as "the Social Gaming Business", "we", "us", and "our." Also, for ease of reference the accompanying consolidated financial statements are herein referred to as "financial statements" unless otherwise stated or the context requires otherwise. The following are subsidiaries comprising the Social Gaming Business:

•: SG Social Holding Company II, LLC (formerly known as SG Nevada Holding Company II, LLC) (Nevada) - formed in September 2016
•: SG Social Holding Company I, LLC (Nevada) - formed in November 2018
•: SG Social Holding Company, LLC (Nevada) - formed in March 2019
•: SciPlay Parent Company, LLC (formerly known as SG Nevada Holding Company, LLC and SG Social Parent Company, LLC until its legal name change which occurred in March of 2019) (Nevada) - formed in September 2016
•: SciPlay Holding Company, LLC (Nevada) - formed in December 2018
•: Phantom EFX, LLC (Nevada)
•: C.O.A.S. Company Ltd (Israel)
•: Dragonplay Ltd (Israel)
•: Spicerack Media, LLC (Nevada) - acquired in April 2017

On November 30, 2018, SG Social Holding Company II, LLC contributed all of the member's interests of SciPlay Parent Company, LLC to SG Social Holding Company I, LLC, which is a 100%-owned direct subsidiary of SG Social Holding Company II, LLC.

The Social Gaming Business develops, markets and operates a portfolio of social games played on various mobile and web platforms. We host Jackpot Party Casino, Quick Hit Slots, Gold Fish Casino, Hot Shot Casino, Bingo Showdown, MONOPOLY Slots , and 88 Fortunes Slots , which are available in various formats.

Basis of Presentation

SG Nevada Holding Company II, LLC ("SG Nevada II") was formed on September 1, 2016 as an indirect, 100%-owned subsidiary of Scientific Games Corporation (herein with all direct and indirect subsidiaries collectively referred to as "the Parent"). SG Nevada Holding Company, LLC ("SG Nevada") was formed on September 1, 2016 as a direct, 100%-owned subsidiary of SG Nevada II. Shortly following the formation of SG Nevada II and SG Nevada, Bally Gaming, Inc. (" Bally Gaming ") (a 100%-owned subsidiary of the Parent) and SG Nevada executed a Contribution Agreement pursuant to which Bally Gaming contributed all shares of C.O.A.S. Company Ltd (which is the direct parent of Dragonplay Ltd) and all of the members' interests of Phantom EFX, LLC to SG Nevada. Because SG Nevada (since its formation) and Bally Gaming were commonly controlled by the Parent for all periods

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

presented, the transaction was accounted for as a transfer of equity between entities under common control, where SG Nevada acquired all shares and interests in all of the Social Gaming Entities (other than SG Nevada II) noted above. Accordingly, the historical carrying amounts of the assets and liabilities were also transferred.

In connection with the above formation of SG Nevada and SG Nevada II in September 2016, all of the Social Gaming Entities comprising the Social Gaming Business were designated as unrestricted subsidiaries under the Parent's credit agreement and indentures governing the Parent's long-term debt. Accordingly, the Social Gaming Business is not a guarantor under the Parent's credit agreement and indentures.

The accompanying financial statements of the Social Gaming Business have been derived from the consolidated financial statements and accounting records of the Parent using the historical results of operations and historical cost basis of the assets and liabilities as if the Social Gaming Business operated on a standalone basis during the periods presented and were prepared in accordance with the accounting principles generally accepted in the United States ("GAAP").

In connection with the Parent's acquisition of WMS Industries, Inc. (" WMS ") and Bally Technologies, Inc. (" Bally ") on October 18, 2013 and November 21, 2014, respectively, we applied pushdown accounting to separate financial statements of acquired entities in accordance with ASC 805. The application of pushdown accounting impacted goodwill and intangible assets (see Note 4). All intercompany balances and transactions within the Social Gaming Business have been eliminated. Transactions between the Social Gaming Business and the Parent and its other subsidiaries are reflected as affiliate transactions within these financial statements.

The accompanying financial statements include the assets, liabilities, revenues, and expenses that are specifically identifiable to the Social Gaming Business. In addition, the accompanying financial statements include certain costs that have been charged from the Parent, which relate to licensing of intellectual property and certain corporate functions and shared services performed by the Parent, including but not limited to, finance, human resources, legal, information technology and other. These expenses have been charged to the Social Gaming Business on the basis of direct usage and actual costs when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures.

We believe the assumptions underlying the financial statements, including assumptions regarding the charges from the Parent, are reasonable. Notwithstanding the preceding, the financial statements may not include all of the expenses that would have been incurred had the Social Gaming Business been a standalone company during the years presented and may not reflect the Social Gaming Business's financial position, results of operations and cash flows had the Social Gaming Business been a standalone company during the years presented. Actual costs that would have been incurred if the Social Gaming Business had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology, infrastructure and acquisition of intellectual property. For additional information related to costs charged to the Social Gaming Business by the Parent, see Note 9.

We have one operating segment with one business activity, developing and monetizing social games. We had $0.5 million and $0.9 million in Property and equipment, net outside the U.S., as of December 31, 2018 and December 31, 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

Scientific Games Corporation is contemplating a financing transaction involving SG Social Holding Company II, LLC, SciPlay Corporation (formerly known as SG Social Games Corporation until its legal name change which occurred in March of 2019) (another 100%-owned indirect subsidiary of Scientific Games Corporation), and other indirect subsidiaries of Scientific Games Corporation (the "Offering"). SG Social Holding Company II, LLC is a limited liability company, it does not have units or shares, and its members' interest is held solely by Bally Gaming . Accordingly, we have not presented historical earnings per share of SG Social Holding Company II, LLC (Predecessor).

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less. We place our temporary cash investments with high credit quality financial institutions. At times, such investments in U.S. accounts may be in excess of the Federal Deposit Insurance Corporation insurance limit. As of December 31, 2018 and December 31, 2017 we had $5.4 million and $10.5 million held in foreign currency and foreign bank accounts, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any estimated uncollectible amounts. We review accounts receivable regularly and make estimates for the allowance for doubtful accounts when there is doubt as to our ability to collect individual balances. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, the platform provider's payment history and current creditworthiness, and current economic trends. Bad debts are written off after all collection efforts have ceased. We do not require collateral from our platform providers.

We had $1.1 million in allowance for doubtful accounts as of December 31, 2018 and 2017 and had no significant write-offs or recoveries during the years ended December 31, 2018 and 2017.

Long-Lived Assets and Finite-Lived Intangible Assets

We assess the recoverability of our other long-term assets (including intangibles) with finite lives whenever events arise or circumstances change that indicate the carrying value of the asset may not be recoverable. Recoverability of long-lived assets (or asset groups) to be held and used is measured by a comparison of the carrying amount of the asset (or asset group) to the expected net future undiscounted cash flows to be generated by that asset (or asset group).

The amount of impairment of other long-lived assets and intangible assets with finite lives is measured by the amount by which the carrying amount of the asset exceeds the fair market value of the asset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

Revenue Recognition

We generate revenue from the sale of virtual coins, chips and bingo cards (collectively referred to as "virtual currency"), which players can use to play casino-style slot games and table games and bingo games (i.e., spin in the case of slot games, bet in the case of table games and use of bingo cards in the case of bingo games). We distribute our games through various global social web and mobile platforms such as Facebook, Apple, Google, Amazon, and other web and mobile platforms. The games are primarily WMS , Bally , Barcrest ™, and SHFL ® branded games. In addition, we also offer third-party branded games and original content.

Disaggregation of Revenue

We believe disaggregation of our revenue on the basis of platform and geographical locations of our players is appropriate because the nature, amount and player profile generating revenue could vary and also represents different economic risk profiles.

The following table presents our revenue disaggregated by type of platform:

	Years Ended December 31,

	2018		2017
Mobile	$	323.3	$	259.6
Web		92.8		99.6
Other		0.1		2.2

Total revenue	$	416.2	$	361.4

The following table presents our revenue disaggregated based on the geographical location of our players:

	Years Ended December 31,

	2018		2017
U.S.	$	380.3	$	327.4
International		35.9		34.0

Total revenue	$	416.2	$	361.4

General

For the year ended December 31, 2017, we recognized revenue in accordance with ASC 605 when persuasive evidence of an arrangement existed, the service had been provided to the user, the price paid by the user was fixed or determinable and collectability was reasonably assured. As described below in "Adoption of ASC 606 for the Year Ended December 31, 2018," subsequent to adoption on January 1, 2018, we recognize revenue in accordance with ASC 606 when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expected to be entitled to in exchange for those services.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

Our social and mobile games operate on a free-to-play model, whereby game players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. If a game player wishes to obtain virtual currency above and beyond the level of free virtual currency available to that player, the player may purchase additional virtual currency. Once a purchase is completed, the virtual currency is deposited into the player's account and is not separately identifiable from previously purchased virtual currency or virtual currency obtained by the game player for free.

Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play within our apps. When virtual currency is played in the games, the game player could "win" and would be awarded additional virtual currency, or could "lose" and lose the future use of that virtual currency. We have concluded that virtual currency represents consumable goods, because the game player does not receive any additional benefit from the games and is not entitled to any additional rights once the virtual currency is substantially consumed.

Control transfers and we recognize revenues from player purchases of virtual currency as the virtual currency is consumed for game play. We determined through a review of play behavior that game players generally do not purchase additional virtual currency until their existing virtual currency balances have been substantially consumed. As we are able to track the duration between purchases of virtual currency for individual game players for specific games, we are able to reliably estimate the period of time over which virtual currency is consumed. Accordingly, for most games, we recognize revenue using an item-based revenue model.

We estimate the amount of outstanding purchased virtual currency at period end based on customer behavior, because we are unable to distinguish between the consumption of purchased or free virtual currency. Based on an analysis of the customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual currencies are consumed in game play is relatively short.

For games where we are unable to track the duration between purchases of virtual currency for individual game players, we are able to reliably estimate the average player life. Accordingly, we recognize revenue using a user-based revenue model. Future usage patterns may differ from historical usage patterns and therefore the estimated average playing periods may change in the future.

We continuously gather and analyze detailed customer play behavior and assess this data in relation to our judgments used for revenue recognition.

Adoption of ASC 606 for the Year Ended December 31, 2018

On January 1, 2018, we adopted ASC 606 using the modified retrospective method, which was applied to customer contracts that were not completed as of January 1, 2018. In accordance with the modified retrospective transition method, our results of operations beginning with the first quarter of 2018 are presented in accordance with ASC 606, while prior periods continue to be reported in accordance with the historical revenue recognition guidance under ASC 605. The adoption of ASC 606 had no impact on our financial statements other than incremental disclosures provided herein.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

Contract Assets, Contract Liabilities and Other Disclosures

We receive customer payments based on the payment terms established in our contracts. Payments for purchase of virtual currency are required at time of purchase, are non-refundable and relate to non-cancellable contracts that specify our performance obligations. Such payments are initially recorded as a contract liability, as the player has no right of return after the purchase, consistent with our standard terms of service. Such deferred amounts are recognized as revenue as we satisfy our performance obligations. The contract asset is primarily comprised of platform fees for which revenue have not been recognized. The following table summarizes our opening and closing balances in contract assets, contract liabilities and accounts receivable:

	Receivables		Contract Assets ⁽¹⁾		Contract Liabilities ⁽²⁾

Opening balance, January 1, 2018	$	33.9	$	0.4	$	1.5
Closing balance, December 31, 2018		31.5		0.2		0.7

(1): Contract assets are included within Prepaid expenses and other current assets in our December 31, 2018 consolidated balance sheet.
(2): Contract liabilities are included within Accrued liabilities in our December 31, 2018 consolidated balance sheet.

During the year ended December 31, 2018, we recognized $1.5 million of revenue that was included in the contract liability balance on January 1, 2018.

Substantially all of our unsatisfied performance obligations relate to contracts with an original expected length of one year or less.

Principal-Agent Considerations

Our games are played on various third-party platforms for which the platform providers collect proceeds from our customers and pay us an amount after deducting a platform fee. Because we have control over the content and functionality of games before they are accessed by the end user, we have determined we are the principal and, as a result, revenues are recorded on a gross basis. Payment processing fees paid to platform providers (such as Facebook, Apple, Amazon and Google) are recorded within cost of revenue.

Cost of Revenue

Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate social gaming revenue. Such costs are recorded as incurred, and primarily consist of fees withheld by our platform providers from the player proceeds received by the platform providers on our behalf and licensing fees.

Depreciation and amortization expense is excluded from cost of revenue and other operating expenses and is separately presented on the consolidated statements of income and comprehensive income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

Advertising Cost

The cost of advertising is expensed as incurred and totaled $100.2 million and $81.6 million for the years ended December 31, 2018 and 2017, respectively. Advertising costs primarily consist of marketing and player acquisition and retention costs and are included in Sales and marketing expenses.

Research and Development (R&D)

R&D costs relate primarily to employee costs associated with game development and enhancement costs that do not meet internal-use software capitalization criteria. Such costs are expensed as incurred.

Contingent Acquisition Consideration

The contingent consideration liability is recorded at fair value on the acquisition date as part of the consideration transferred and is remeasured each reporting period. The changes in fair value of contingent acquisition consideration as a result of remeasurement are included in Contingent acquisition consideration expenses. Based on the remeasurements during 2018 and as a result of changes in significant unobservable inputs, primarily consisting of projected earnings-based measures and probability of achievement (categorized as Level 3 in the fair value hierarchy as established by ASC 820), we increased the fair value of Spicerack contingent consideration by $27.5 million. Our contingent consideration liability as of December 31, 2018 and 2017 was $29.3 million and $1.8 million, respectively, of which $18.8 million as of December 31, 2018 is included in accrued liabilities with the remaining balance included in other long-term liabilities, and the entire balance as of December 31, 2017 is included in other long-term liabilities. Additionally, the Spicerack purchase agreement stipulates the acceleration of contingent consideration payment in certain events, including the initial public offering of interests in Scientific Games' social gaming business. The maximum payment of any such acceleration would not exceed $31.0 million. All contingent acquisition consideration amounts under the Spicerack purchase agreement are due to be paid upon the earlier of (1) a successful initial public offering of interests in Scientific Games' social gaming business, or (2) the third quarter of 2019 for the short-term portion and the third quarter of 2020 for the long-term portion of the estimated obligation.

Restructuring and Other

Restructuring and other includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; and (v) acquisition related and other unusual items other than contingent acquisition consideration.

Restructuring and other expense for the years ended December 31, 2018 and 2017 primarily related to items (i), (iii) and (iv) set forth above.

Foreign Currency Translation

We have operations in Israel where the local currency is the functional currency. Assets and liabilities of foreign operations are translated at period-end rates of exchange, and results of operations are translated at the average rates of exchange for the period. Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of Accumulated

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

other comprehensive income (loss) in Parent's equity. Gains or losses resulting from foreign currency transactions are included in Other expense, net.

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and accounts receivable.

We generate our accounts receivable from revenues earned from customers through platform providers located in the U.S. and other locations outside of the U.S. Refer to Accounts Receivable and Allowance for Doubtful Accounts section above for a description of our policy related to credit evaluation and our policy with respect to determining an allowance for doubtful accounts.

The following table summarizes the percentage of accounts receivable and revenues generated via our platform providers in excess of 10% of our total revenues and total accounts receivable:

	Revenue Concentration							Accounts Receivable Concentration

	Years Ended December 31,							As of December 31,
	2018			2017				2018			2017
Apple		41.7	%		41.1	%	Apple		38.6	%		51.3	%
Google		32.3	%		27.7	%	Google		31.3	%		19.6	%
Facebook		22.1	%		27.2	%	Facebook		23.7	%		20.9	%

Acquisition of Spicerack

We account for business combinations in accordance with ASC 805. This standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition related restructuring costs, which are expensed as incurred, from acquisition accounting.

On April 7, 2017, we completed the acquisition of the issued and outstanding capital stock of privately held mobile and social game company Spicerack, which expanded our existing portfolio of social casino games and our customer base. The total cash paid, net of cash acquired was $26.0 million, which was funded using available cash and cash equivalents.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

The following table summarizes the final allocation of the purchase price:

	Total

Assets:
Accounts receivable	$	1.2
Goodwill		12.8
Intangible assets		13.9
Liabilities:
Accounts payable		(0.1	)

Total purchase price ⁽¹⁾	$	27.8

(1): Includes $1.8 million of contingent consideration

The factors contributing to the recognition of goodwill are based on expected synergies resulting from this acquisition, including the expansion of the customer base. The resultant goodwill is expected to be deductible for income tax purposes.

The contingent consideration value is based on reaching certain growth in earnings before interest, taxes, depreciation and amortization (EBITDA) over the three-year period post close, with a maximum payout of up to $31.0 million and approximately 80 percent of the maximum contingent consideration payout based on the growth in the second year EBITDA. The contingent consideration was recorded at fair value on the acquisition date using the real options valuation technique and is remeasured each reporting period based on a discounted cash flows analysis. The inputs used to measure the fair value of our contingent considerations are categorized as Level 3 in the fair value hierarchy (see Contingent Acquisition Consideration section above for subsequent remeasurements).

The fair value of intangible assets was determined using a combination of the royalty savings method and the excess earnings method considered Level 3 hierarchy as established by ASC 820. The discount rate used in the valuation analysis was 20% and royalty rates ranged between 1% and 16%. The following table details the intangible assets identified:

	Fair Value

Customer relationships	$	8.6	7
Intellectual property		4.5	5
Brand names		0.8	10

Spicerack revenue and net income since the acquisition date and through December 31, 2017 included in the consolidated statement of income and comprehensive income were $13.8 million and $1.9 million, respectively. The following unaudited pro forma financial information for the year ended December 31, 2017 give effect to the Spicerack acquisition as if it had been completed on January 1, 2016:

	Year Ended December 31, 2017

Revenue	$	365.3
Net income		23.2

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been if the Spicerack acquisition had taken place on January 1, 2016, nor is it indicative of future operating results. The pro forma amounts include the historical operating results of Social Gaming Business and Spicerack prior to the acquisition, with adjustments factually supportable and directly attributable to the Spicerack acquisition, primarily related to the effect of fair value adjustments and related depreciation and amortization.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We estimate the fair value of our assets and liabilities, when necessary, using an established three-level hierarchy in accordance with ASC 820.

The fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate. We believe the fair value of our financial instruments, which are principally cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximates their recorded values due to the short-term nature of these instruments.

In connection with our 2017 acquisition of Spicerack, we have recorded contingent consideration liability, which value is based on reaching certain earnings-based metrics. The contingent consideration liability was recorded at fair value on the acquisition date as part of the consideration transferred and is remeasured each reporting period. The inputs used to measure the fair value of contingent consideration liability are categorized as Level 3 in the fair value hierarchy. Refer to Contingent Acquisition Consideration section above for additional disclosures.

As of December 31, 2018 and 2017 we did not have other assets and liabilities recorded at fair value on a recurring or nonrecurring basis other than those described above.

New accounting guidance- Adopted

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amended guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, and an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. We adopted this guidance prospectively at the beginning of the first quarter of 2017 with no material impact to the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 combined with all subsequent amendments (collectively ASC 606) provides guidance outlining a single comprehensive revenue model in accounting for revenue from contracts with customers. ASC 606 supersedes existing revenue recognition guidance, including industry-specific

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

guidance, and replaces it with a five-step revenue model with a core principle that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." We adopted this guidance effective January 1, 2018 using a modified retrospective application approach. See Note 1 Revenue Recognition section for our revenue recognition policy and the impact of our adoption of ASC 606.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The new guidance clarifies the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Our adoption effective January 1, 2018, did not have a material effect on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangemen t That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance requires that such capitalized implementation costs for hosting arrangements are expensed over the term of the hosting arrangement and presented in the same line item in the statement of income and comprehensive income as the fees associated with the hosting service. Our early prospective adoption of this guidance effective the third quarter of 2018, did not have a material effect on our consolidated financial statements.

New accounting guidance- Not yet adopted

The FASB issued ASU No. 2016-02, Leases (Topic 842 ) in 2016. ASU 2016-02 combined with all subsequent amendments (collectively, ASC 842) requires balance sheet recognition for all leases with a lease term greater than one year to be recorded as a lease liability (on a discounted basis) with a corresponding right-of-use asset. This guidance also expands the required quantitative and qualitative disclosures for lease arrangements and gives rise to other changes impacting certain aspects of lessor accounting. We will adopt this guidance at the beginning of the first quarter of 2019 using the optional transition method provided by ASU 2018-11, and we anticipate applying the lessee package of practical expedients. We estimate the adoption will result in the addition of $4.0 million to $8.0 million of assets and liabilities to our consolidated balance sheet, primarily related to real estate leases, with no significant change to our consolidated statements of operations and comprehensive income or cash flows. We also expect our quantitative and qualitative disclosures for lease arrangements to increase under ASC 842.

The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016. The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The new guidance will be effective for us beginning January 1, 2020, with early adoption permitted beginning January 1, 2019. Application of the amendments is through a cumulative-effect adjustment to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollar amounts in tables are presented in millions)

(1) Description of the Business and Summary of Significant Accounting Policies (Continued)

retained earnings as of the effective date. We are currently evaluating the impact of adopting this guidance, but do not currently anticipate it will have a material effect on our financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The new guidance will be effective for us beginning January 1, 2020, with early adoption permitted upon issuance of this updated guidance. We do not plan to early adopt this ASU, and we are currently evaluating the impact of adopting this guidance.

We do not expect that any other recently issued accounting guidance is reasonably likely to have a significant effect on our financial statements.

Subsequent Events

We evaluated subsequent events through March 15, 2019, which is the date the financial statements were available to be issued.

Additional accounting policy disclosures are provided within the applicable notes to the financial statements.

(2) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	As of December 31,

	2018		2017
Prepaid expenses and other	$	1.7	$	3.8
Deferred Offering costs		2.7		—
Income tax receivable		1.0		1.1
Contract assets ⁽¹⁾		0.2		0.4

	$	5.6	$	5.3

(1): December 31, 2017 balance represents deferred cost of revenue under ASC 605 accounting guidance.

Through December 31, 2018, we had incurred $2.7 million in costs directly related to pursuing the Offering. These costs will be charged against the gross offering proceeds if the Offering transaction is completed or expensed in the event the Offering does not occur.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(3) Property and Equipment, net

Property and equipment, net are stated at cost, and when placed in service, are depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Item		Estimated Life in Years

Computer equipment		3 - 5
Furniture and fixtures		5 - 10
Leasehold improvements		Shorter of the estimated useful life or remaining term of lease

Property and equipment, net consisted of the following:

	As of December 31,

	2018			2017
Computer equipment	$	2.8		$	2.4
Furniture and fixtures		1.4			1.3
Leasehold improvements and other		1.2			1.1
Less: accumulated depreciation and amortization		(3.6	)		(3.1	)

Total property and equipment, net	$	1.8		$	1.7

Depreciation and amortization expense totaled $0.6 million and $0.8 million for the years ended December 31, 2018 and 2017, respectively.

(4) Goodwill and Intangible Assets, net

Goodwill

The goodwill reflected in these financial statements was allocated to the Social Gaming Business based on an estimate of the relative fair value that existed at the time of origination of goodwill in connection with the Parent's acquisitions of WMS and Bally . A total of $107.9 million in goodwill was allocated to the Social Gaming Business. The carrying value of goodwill increased by $12.8 million, as a result of the April 7, 2017 Spicerack acquisition. See Note 1 for additional information.

We account for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350") . We test goodwill for impairment annually as of October 1 of each fiscal year, or whenever events or circumstances make it more likely than not that impairment may have occurred since completion of the last annual test. Impairment testing for goodwill is performed at the reporting unit level. We have identified a single reporting unit based on our management structure. No impairments have been identified to date.

Intangible Assets, net

Intangible assets originated in connection with the Parent's acquisitions of WMS and Bally , at which time they were allocated to the Social Gaming Business and intangibles acquired through the Spicerack acquisition (see Note 1 for more information). Identified intangible assets are amortized over two to ten years using the straight-line method, which materially approximates the pattern of the assets'

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(4) Goodwill and Intangible Assets, net (Continued)

use. Factors considered when assigning useful lives include legal, regulatory and contractual provisions, game or technology obsolescence, demand, competition and other economic factors.

The following table presents certain information regarding our intangible assets as of December 31, 2018 and 2017:

	Gross Carrying Amount		Accumulated Amortization			Net Balance

Balance as of December 31, 2018
Amortizable intangible assets:
Intellectual property	$	33.0	$	(30.1	)	$	2.9
Customer relationships		23.2		(16.8	)		6.4
Licenses		5.1		(1.5	)		3.6
Brand names		3.7		(3.0	)		0.7

	$	65.0	$	(51.4	)	$	13.6



Balance as of December 31, 2017
Amortizable intangible assets:
Intellectual property	$	35.4	$	(24.2	)	$	11.2
Customer relationships		23.2		(15.5	)		7.7
Licenses		5.0		(0.7	)		4.3
Brand names		3.9		(2.4	)		1.5

	$	67.5	$	(42.8	)	$	24.7

We review the remaining estimated lives of our long-lived assets on an ongoing basis. This review during the third quarter of 2017 indicated that the estimated lives of certain Dragonplay intellectual property associated with certain games extended beyond the expected in-service period. As a result, effective in the third quarter of 2017, we changed our estimate of the remaining useful lives of these intangibles to better reflect the estimated periods during which these assets are expected to remain in service. The estimated useful lives of these intangibles that previously averaged six years were decreased to an average of four years. As a result of this change amortization expense increased by $4.2 million for the years ended December 31, 2018 and 2017.

Amortization expense totaled $11.2 million and $13.8 million for the years ended December 31, 2018 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(4) Goodwill and Intangible Assets, net (Continued)

Estimated amortization expense for the years ending December 31, 2019 through 2023 and thereafter is as follows:

Year	Expense

2019	$	3.1
2020		3.1
2021		3.1
2022		2.4
2023		1.5
Thereafter		0.4

	$	13.6

(5) Software, net

We capitalize direct costs of services used in the development of internal-use software. Amounts capitalized are amortized over a period of two to seven years on a straight-line basis.

Software, net consisted of the following:

	As of December 31,

	2018			2017
Software	$	12.0		$	9.0
Accumulated amortization		(7.7	)		(3.9	)

Software, net	$	4.3		$	5.1

Amortization expense totaled $3.3 million and $2.4 million for the years ended December 31, 2018 and 2017, respectively.

(6) Accrued Liabilities

Accrued liabilities consisted of the following:

	As of December 31,

	2018		2017
Compensation and benefits	$	7.2	$	23.8
Contingent consideration		18.8		—
Contract liabilities ⁽¹⁾		0.7		1.5
Taxes		1.2		0.5
Other		0.1		0.3

	$	28.0	$	26.1

(1): December 31, 2017 balance represents deferred revenue under ASC 605 accounting guidance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(7) Income Taxes

The provision for income taxes is calculated as if the Social Gaming Business completed separate tax returns apart from its Parent ("Separate-return Method"). Certain legal entities of the Social Gaming Business are included in tax filings of affiliated entities that are not part of the Social Gaming Business, but are included in these financial statements under the Separate-return Method. Deferred tax assets ("DTAs") and deferred tax liabilities ("DTLs") are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates and are adjusted for changes in such rates in the period of change. Tax attributes utilized by the Parent are treated as equity transactions between the Social Gaming Business and the Parent.

The components of net income before income taxes are presented below:

	Years Ended December 31,

	2018			2017
United States	$	50.8		$	62.2
Foreign		(1.4	)		(17.0)

Net income before income taxes	$	49.4		$	45.2

The components of income tax expense are presented below:

	Years Ended December 31,

	2018			2017
Current
U.S. Federal	$	11.0		$	22.6
U.S. State		3.8			2.3
Foreign		1.6			0.9

Total	$	16.4		$	25.8



Deferred
U.S. Federal		(2.6	)		(1.7)
U.S. State		(0.9	)		(0.2)
Foreign		(2.5	)		(1.8)

Total		(6.0	)		(3.7)



Total income tax expense	$	10.4		$	22.1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(7) Income Taxes (Continued)

The reconciliation of the U.S. federal statutory tax rate to the actual tax rate is presented below:

	Years Ended December 31,

	2018			2017
Statutory U.S. federal income tax rate		21.0	%		35.0	%
U.S. state income taxes, net of federal benefit		3.1	%		3.1	%
R&D credits		(1.7	)%		(0.7)	%
Foreign pre-tax losses at lower rates than U.S. federal rate		0.1	%		3.4	%
Permanent differences		(1.4	)%		4.1	%
Impact of tax reform		—	%		3.9	%

Effective income tax rate		21.1	%		48.8	%

The effective income tax rates for the years ended December 31, 2018 and 2017 were 21.1% and 48.8%, respectively, with the reduction primarily driven by the decrease in the U.S. federal statutory rate as a result of the U.S. Tax Cuts and Jobs Act (the "Tax Act"). The effective tax rate for both years was impacted by U.S. state income tax expense, foreign earnings rate differential and permanent adjustments. The Company's 2017 effective tax rate was impacted by the enactment of the Tax Act and the related remeasurement of the Company's U.S net DTAs.

The tax effects of significant temporary differences representing net deferred assets and liabilities consisted of the following:

	As of December 31,

	2018			2017
Deferred tax assets:
Compensation not currently deductible	$	8.1		$	4.6
Reserves and other accrued expenses		0.4			0.2
Stock-based compensation		0.9			0.1

Realizable deferred tax assets		9.4			4.9



Deferred tax liabilities:
Deferred costs and prepaid expenses		(0.1	)		(1.3	)
Differences in financial reporting and tax basis for:
Property and equipment		(1.2	)		(0.5	)
Identifiable goodwill and intangible assets		(1.7	)		(2.8	)

Total deferred tax liabilities		(3.0	)		(4.6	)

Net deferred tax assets (liabilities) on balance sheet	$	6.4		$	0.3

Our foreign subsidiaries have a cumulative deficit of earnings resulting in an excess of tax basis over book basis in their shares. Because these basis differences are not expected to reverse in the foreseeable future, we have not provided deferred taxes related to the basis differences. The Tax Act required us to compute a tax on previously undistributed earnings and profits of our foreign subsidiaries upon transition from a worldwide tax system to a territorial tax system during the year ended December 31, 2017; however, due to the cumulative earnings and profits ("E&P") deficit in our foreign subsidiaries, there was no resulting tax impact.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(7) Income Taxes (Continued)

The Tax Act, enacted on December 22, 2017, makes broad and complex changes to the U.S. tax code, including but not limited to: (1) a reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) a new limitation on deductible interest expense; (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) elimination of the corporate alternative minimum tax (AMT); (5) a new provision designed to tax global intangible low-taxed income (GILTI); (6) the creation of the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) limitations on the deductibility of certain executive compensation; and (8) changing rules related to uses of and limitations of net operating losses generated after December 31, 2017.

ASC 740, Income Taxes, requires companies to recognize the impact of tax law changes in the period of enactment; however, Staff Accounting Bulletin (SAB) No. 118 provided that companies could record provisional amounts related to the Tax Act during a measurement period not to exceed one year from the Tax Act enactment date. Our accounting for the Tax Act was completed in the fourth quarter of 2018. Consistent with SAB 118, we included reasonable estimates of certain aspects of the Tax Act as of December 31, 2017, as follows:

Impact on DTAs and DTLs from reduction of U.S. federal corporate tax rate

We computed the provisional impact of the reduced tax rate (from 35% to 21%) on our U.S. federal DTAs and DTLs, which were remeasured as of December 31, 2017. The net impact on our year-ended December 31, 2017 tax provision related to the remeasuring of DTAs and DTLs as a result of the reduced U.S. federal corporate tax rate was a $1.7 million tax expense. As of December 31, 2018, we have completed our accounting for the remeasured deferred tax assets and liabilities and made no change to our original assessment.

Deemed Repatriation Transition Tax (Transition Tax)

The Deemed Repatriation Transition Tax ("Transition Tax") is a tax on previously untaxed accumulated and current E&P of certain of our foreign subsidiaries. As of December 31, 2017, we recorded a provision estimate of $0 for the Transition Tax.

As of December 31, 2018, we had completed our accounting for the Transition Tax and made no changes to our original assessment of zero impact

Global intangible low taxed income (GILTI)

As of December 31, 2017, we did not make a provisional adjustment for the impact of GILTI. As of December 31, 2018, we had completed our accounting for GILTI. As part of completing that process, we elected to account for GILTI as a current-period expense when incurred. Accordingly, we included $0.5 million of a taxable income inclusion related to GILTI in our U.S. income tax provision for the year ended December 31, 2018.

(8) Commitments and Contingencies

Leases

We have operating leases for certain facilities, with various expiration dates through 2023. Rent expense on operating leases for facilities for the years ended December 31, 2018 and 2017 totaled $2.0 million and $1.9 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(8) Commitments and Contingencies (Continued)

As of December 31, 2018, future minimum lease payments related to these leases are as follows:

		2019			2020			2021			2022			2023			Thereafter

Future minimum lease payments		$	2.1		$	1.7		$	1.3		$	0.9		$	0.4		$	0.1

Benefit plans

Our U.S.-based employees may participate in the Parent 401(k) plan. Those employees who participate in the Parent 401(k) plan are eligible to receive matching contributions from the Parent for the first 6% of participant contributions. The Parent matches contributions of 35.0% of any participant's contributions, up to the first 6% of their compensation (as defined in the plan document). Our foreign employees participate in various retirement plans and are eligible to receive contributions of up to 6.5% of their compensation. Contribution expense for these benefit plans for the years ended December 31, 2018 and 2017 was $1.2 million and $1.0 million, respectively.

Litigation

On April 17, 2018, a plaintiff filed a putative class action complaint, Fife v. Scientific Games Corp., against our parent, Scientific Games in the United States District Court for the Western District of Washington. The plaintiff seeks to represent a putative class of all persons in the State of Washington who purchased and allegedly lost virtual coins playing Scientific Game's online social casino games, including but not limited to Jackpot Party Casino and Gold Fish Casino . The complaint asserts claims for alleged violations of Washington's Recovery of Money Lost at Gambling Act, Washington's consumer protection statute, and for unjust enrichment, and seeks unspecified money damages (including treble damages as appropriate), the award of reasonable attorneys' fees and costs, pre- and post-judgment interest, and injunctive and/or declaratory relief. On July 2, 2018, Scientific Games filed a motion to dismiss the plaintiff's complaint with prejudice, which the trial court denied on December 18, 2018. Scientific Games filed its answer to the putative class action complaint on January 18, 2019. Due to the early nature of this litigation, we are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible loss. Although the case was brought against Scientific Games Corporation, pursuant to the intercompany services agreement, we would expect to cover or contribute to any damage awards due to the matter arising as a result of our business.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(9) Related Party Transactions

The following is the summary of expenses charged from the Parent and settled in cash:

	Years Ended December 31,

	Years Ended December 31,				Statement of Income and Comprehensive Income Line Item
	2018		2017		Statement of Income and Comprehensive Income Line Item
Parent services	$	5.7	$	5.4	General and administrative
Digital shared services		—		1.6	General and administrative
Royalties for Scientific Games IP		26.1		23.6	Cost of revenue
Royalties to Scientific Games for third-party IP		7.7		5.5	Cost of revenue

Parent services and Digital shared services

On September 5, 2016, we entered into a Services Agreement with the Parent pursuant to which the Parent and its subsidiaries provide various corporate services and digital segment shared services.

Parent services represent charges of corporate level general and administrative expenses, including but not limited to, finance, corporate development, human resources, legal, information technology, and rental fees for shared assets. Digital shared services represent shared general and administrative expenses within the Parent's Digital segment, including but not limited to, executive, finance, human resources and legal. These expenses have been charged to the Social Gaming Business on the basis of direct usage and costs when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures, which we believe to be the most meaningful methodologies.

IP Royalties

On September 5, 2016, we entered into a licensing agreement with the Parent pursuant to which we obtained a non-transferable and non-exclusive license to use certain intellectual property (IP).

The Parent frequently licenses IP from third parties, which we use in developing our games pursuant to our licensing agreement with the Parent. Royalties allocated for use of third-party IP are charged to the Social Gaming Business and are typically based upon net social gaming revenues and the royalty rates defined and stipulated in the third-party agreements.

Affiliate IP royalties represent a charge for the use of the Parent IP related to certain internally developed social games such as Jackpot Party Casino , Gold Fish Casino and Quick Hit Slots . Royalties charged to the Social Gaming Business are based upon net social gaming revenues with the royalty rate established based on the similar existing contracts with third-party licensors.

Due to Affiliate as of December 31, 2018 consisted of $0.5 million related to Parent corporate shared services and $4.5 million related to IP royalties, partially offset by $1.3 million related to reimbursable expenses from the Parent and its subsidiaries.

Equity Incentive Awards

The Parent maintains an equity incentive awards plan under which the Parent may issue, among other awards, time-based and performance-based stock options and restricted stock units to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(table amounts are presented in millions)

(9) Related Party Transactions (Continued)

Social Gaming Business employees. Although awards under the plan result in the issuance of shares of the Parent, the amounts are a component of the total compensation for Social Gaming Business employees and are included in our stock-based compensation expense, which is accounted for as a component of Parent's equity.

Total stock-based compensation expense recorded for the years ended December 31, 2018 and 2017 was $4.0 million and $4.3 million, respectively, and is included in General and administrative expenses. At December 31, 2018, total unrecognized compensation cost related to unvested stock-based compensation was $13.3 million, which is expected to be recognized over a weighted-average period of 2.0 years.

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Table of Contents

Through and including , 2019, the 25th day after the date of this prospectus, all dealers effecting transactions in the Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

22,000,000 Shares

Class A Common Stock


BofA Merrill Lynch		J.P. Morgan		Deutsche Bank Securities


Goldman Sachs & Co. LLC		Morgan Stanley		Macquarie Capital		RBC Capital Markets


Stifel		Wedbush Securities

PROSPECTUS

, 2019

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all fees and expenses, other than the underwriting discount payable solely by SciPlay in connection with the offer and sale of the securities being registered. All amounts shown are estimated except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the exchange listing fee.

	Amount to Be Paid

SEC registration fee	$	49,062
FINRA filing fee		61,220
NASDAQ listing fee		150,000
Transfer agent's and registrar's fees		5,000
Printing and engraving expenses		300,000
Legal fees and expenses		6,300,000
Accounting fees and expenses		1,800,000
Blue Sky fees and expenses		10,000
Miscellaneous		1,324,718

Total	$	10,000,000

Item 14. Indemnification of Directors and Officers

Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. NRS 78.751 provides that indemnification pursuant to NRS 78.7502 is not exclusive of other rights to which those seeking indemnification may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The registrant's articles of incorporation and bylaws will provide for indemnification by the registrant of its directors and officers to the fullest extent permitted by the laws of Nevada. The registrant may enter into indemnification agreements with each of its directors and officers to provide these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the registrant's articles of incorporation and bylaws and to provide additional procedural protections.

NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption established by NRS 78.138(3) has been rebutted and it is proven that (i) the director's or officer's act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) such breach involved intentional misconduct, fraud or a knowing violation of law. The registrant's articles of incorporation will not provide for any greater liability than provided for in the NRS.

The registrant may purchase and maintain standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the registrant with respect to payments which may be made by

II-1

the registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The proposed form of underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification of directors and officers of the registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities

We have not sold any securities, registered or otherwise, within the past three years, except for the 100 shares of common stock issued upon our formation to our sole stockholder, SG Holding I, in exchange for $100.00. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

Item 16. Exhibits and Financial Statement Schedules

Reference is herein made to the attached Exhibit Index, which is incorporated herein by reference.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

EXHIBIT INDEX

		Description

1.1		Form of Underwriting Agreement

3.1	*	Form of Amended and Restated Articles of Incorporation of the Registrant

3.2	*	Form of Amended and Restated Bylaws of the Registrant

4.1	*	Form of Specimen Stock Certificate evidencing the shares of Class A common stock

5.1		Opinion of Brownstein Hyatt Farber Schreck, LLP as to the validity of the securities being offered

10.1	*	Form of Services Agreement

10.2	*	Form of IP License Agreement

10.3	*	Form of Assignment Agreement

10.4	*	Form of Tax Receivable Agreement

10.5	*	Form of Amended and Restated Operating Agreement of SciPlay Parent Company, LLC

10.6	*	Form of Registration Rights Agreement

10.7	**	Form of Revolving Credit Agreement

10.8	*†	Scientific Games Corporation 2003 Incentive Compensation Plan, as amended and restated

10.9	†	Form of SciPlay Corporation Long-Term Incentive Plan

10.10	*†	Employment Agreement, dated as of May 4, 2018, by and between Scientific Games Corporation and Barry Cottle

10.11	†	Form of Amendment to Employment Agreement, by and between Scientific Games Corporation and Barry Cottle

10.12	†	Form of Social Award Agreement, by and between SciPlay Corporation and Barry Cottle

10.13	†	Form of Employment Agreement, by and between SciPlay Parent Company, LLC and Joshua Wilson

10.14	†	Form of Offer Letter from SciPlay Parent Company, LLC to Michael Cody

10.15	*†	Amended and Restated Employment Agreement, dated as of February 27, 2017, by and between Scientific Games Corporation and Michael Winterscheidt

10.16	*†	Amendment to Employment Agreement, dated as of February 21, 2019 (effective as of February 25, 2019), by and between Scientific Games Corporation and Michael Winterscheidt

10.17	†	Form of Social Award Agreement, by and between SciPlay Corporation and M. Mendel Pinson

21.1	*	List of Subsidiaries of the Registrant

23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm, as to SciPlay Corporation

23.2		Consent of Deloitte & Touche LLP, independent registered public accounting firm, as to SG Social Holding Company II, LLC

II-3

Exhibit Number			Description

	23.3		Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)

	24.1		Power of Attorney (included on signature page)

*: Previously filed
**: To be filed by amendment
†: Indicates a management contract or compensatory plan or arrangement

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 22nd of April, 2019.


		SCIPLAY CORPORATION
		By:		/s/ JOSHUA J. WILSON Joshua J. Wilson Chief Executive Officer (Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of SciPlay Corporation, hereby severally constitute and appoint Barry L. Cottle, Michael D. Cody and Michael F. Winterscheidt, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date


/s/ JOSHUA J. WILSON Joshua J. Wilson	Chief Executive Officer and Director (Principal Executive Officer)	April 22, 2019
/s/ MICHAEL D. CODY Michael D. Cody	Chief Financial Officer (Principal Financial Officer)	April 22, 2019
/s/ MICHAEL F. WINTERSCHEIDT Michael F. Winterscheidt	Chief Accounting Officer and Secretary (Principal Accounting Officer)	April 22, 2019
/s/ BARRY L. COTTLE Barry L. Cottle	Executive Chairman of the Board of Directors	April 22, 2019

II-5

Signature	Title	Date


/s/ GERALD D. COHEN Gerald D. Cohen	Director	April 22, 2019
/s/ JAY PENSKE Jay Penske	Director	April 22, 2019
/s/ M. MENDEL PINSON M. Mendel Pinson	Director	April 22, 2019
/s/ WILLIAM C. THOMPSON, JR. William C. Thompson, Jr.	Director	April 22, 2019
/s/ FRANCES F. TOWNSEND Frances F. Townsend	Director	April 22, 2019

II-6

Exhibit 1.1

SciPlay Corporation

(a Nevada corporation)

[ · ] Shares of Class A Common Stock

UNDERWRITING AGREEMENT

Dated: [ · ], 2019

SciPlay Corporation

(a Nevada corporation)

[ · ] Shares of Class A Common Stock

UNDERWRITING AGREEMENT

[ · ], 2019

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

J.P. Morgan Securities LLC

Deutsche Bank Securities Inc.

as Representatives of the several Underwriters

c/o	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
	One Bryant Park
	New York, New York 10036

c/o	J.P. Morgan Securities LLC
	383 Madison Avenue
	New York, New York 10179

c/o	Deutsche Bank Securities Inc.
	60 Wall Street
	New York, New York 10005

Ladies and Gentlemen:

Each of the SciPlay Parties (as defined below), each an indirectly wholly owned subsidiary of Scientific Games Corporation, a Nevada corporation (the “Parent”), as of the date of this Agreement, confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P Morgan”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, J.P. Morgan and Deutsche Bank are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by SciPlay Corporation, a Nevada corporation (the “Company” or “SciPlay”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A common stock, par value $.001 per share, of the Company (“Class A common stock” or “Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [ · ] additional shares of Common Stock. The aforesaid [ · ] shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the [ · ] shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company and the Underwriters agree that up to [ · ] shares of the Initial Securities to be purchased by the Underwriters (the “Reserved Securities”) shall be reserved for sale by the Underwriters to certain persons designated by the Company (the “Invitees”), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The Company solely determined, without any direct or indirect participation by the Underwriters, the Invitees who will purchase Reserved Securities (including the amount to be purchased by such persons) sold by the Underwriters. To the extent that such Reserved Securities are not orally confirmed for purchase by Invitees by 11:59 P.M. (New York City time) on the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

On the date of this Agreement, the business of the Company is conducted through SciPlay Parent Company, LLC, a Nevada limited liability company (“SciPlay Parent LLC”), and its subsidiaries. Immediately prior to the Closing Time (as defined below), SciPlay Parent LLC will appoint the Company as the sole manager of SciPlay Parent LLC. As the sole manager of SciPlay Parent LLC, the Company will operate and control all of the business and affairs of SciPlay Parent LLC and, through SciPlay Parent LLC and its subsidiaries, conduct its business. SG Social Holding Company II, LLC, a Nevada limited liability company (“SG Holding II”), is the predecessor of the Company for financial reporting purposes. Each of the Company and SciPlay Parent LLC is referred to herein as a “SciPlay Party,” and, collectively, as the “SciPlay Parties.”

In connection with the closing of the offering contemplated by this Agreement, the Company will consummate the following transactions (the “Transactions”):

(a) the operating agreement of SciPlay Parent LLC will be amended and restated (as so amended and restated, the “SciPlay Parent LLC Agreement”) to, among other things, (i) provide for a single class of common member’s interests in SciPlay Parent LLC (the “LLC Interests”), (ii) exchange all of SG Social Holding Company I, LLC’s (“SG Holding I”) and SG Social Holding Company LLC’s (together with SG Holding I, the “SG Members”) existing member’s interests in SciPlay Parent LLC for LLC Interests, (iii) provide for the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of the Company’s Class A common stock or, at the Company’s option, cash, and (iv) appoint the Company as the sole manager of SciPlay Parent LLC;

(b) the Company’s articles of incorporation will be amended and restated to, among other things, provide for Class A common stock and Class B common stock, par value $.001 per share, of the Company (“Class B common stock”);

(c) the Company will issue and sell [ · ] shares of Class A common stock to the purchasers in the offering contemplated by this Agreement (or [ · ] shares if the Underwriters exercise in full their option to purchase additional shares of Class A common stock);

(d) the Company intends to use the net proceeds from the offering contemplated by this Agreement (including net proceeds received upon any exercise of the Underwriters’ option to purchase additional shares of Class A common stock), after deducting the underwriting discount, as follows:

(i) $[ · ] million to acquire from SG Holding I [ · ] LLC Interests (or $[ · ] million and [ · ] LLC Interests, if the Underwriters exercise in full their option to purchase additional shares of Class A common stock); and

(ii) $[ · ] million to acquire from SciPlay Parent LLC [ · ] newly issued LLC Interests;

(e) SG Holding I will use $[ · ] million of the net proceeds it receives from the sale of its LLC Interests in connection with the offering contemplated by this Agreement to make the upfront license payment required under the terms of the IP License Agreement (as defined below) to be entered into in connection with the offering contemplated by this Agreement;

(f) SciPlay Parent LLC intends to use the net proceeds from the sale of its LLC Interests to the Company as described under the caption “Use of Proceeds” in the Registration Statement, any preliminary prospectus and the Prospectus, (i) to pay fees and expenses of approximately $[ · ] million in connection with the Transactions, including the offering contemplated by this Agreement and (ii) $[ · ] million for general corporate purposes, including to pay a portion of contingent acquisition consideration that will become payable as a result of the offering contemplated by this Agreement;

(g) the Company will issue shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the foregoing transactions;

(h) following the consummation of the transactions described above, the SG Members will own [ · ]% of the LLC Interests (or [ · ]% if the Underwriters exercise in full their option to purchase additional shares of Class A common stock) and 100% of the shares of the Company’s Class B common stock;

(i) the Company, SciPlay Parent LLC and the SG Members will enter into a tax receivable agreement (the “Tax Receivable Agreement”), and the Company and the SG Members will enter into a registration rights agreement (the “Registration Rights Agreement”);

(j) SG Holding I and Bally Gaming, Inc. will enter into a new intercompany license agreement (the “IP License Agreement”); and

(k) SciPlay Holding Company, LLC, the Parent, Scientific Games International, Inc. and Bally Gaming, Inc. will enter into a new intercompany services agreement (the “Intercompany Services Agreement”).

This Agreement, the SciPlay Parent LLC Agreement, the Tax Receivable Agreement, the Registration Rights Agreement, the IP License Agreement and the Intercompany Services Agreement are collectively referred to herein as the “Transaction Documents”.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-230727), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A

Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).

As used in this Agreement:

“Applicable Time” means [ · :00 P./A.M.], New York City time, on [ · ], 2019 or such other time as agreed by the Company and the Representatives.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “ bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule B-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933 Act.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the 1933 Act.

SECTION 1. Representations and Warranties .

(a) Representations and Warranties by the SciPlay Parties . Each SciPlay Party, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i) Registration Statement and Prospectuses . Each of the Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Accurate Disclosure . Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of its issue date and at the time of filing with the Commission pursuant to Rule 424(b), the Prospectus did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the date of any amendment or supplement thereto, as of the Closing Time (as defined below) or at any Date of Delivery (as defined below), the Prospectus does not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the

Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

(iii) Issuer Free Writing Prospectuses . No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.

(iv) Testing-the-Waters Materials . None of the SciPlay Parties or any of their affiliates (A) has engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. None of the SciPlay Parties or any of their affiliates has distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-3 hereto.

(v) Company Not Ineligible Issuer . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(vi) Emerging Growth Company Status. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”).

(vii) Independent Accountants . The accountants which certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations and the Public Company Accounting Oversight Board.

(viii) Financial Statements . The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of SG Holding II, the Company and their subsidiaries, as applicable, at the dates indicated and the statement of operations, stockholders’ equity and cash flows of SG Holding II, the Company and their subsidiaries, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally

accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

(ix) No Material Adverse Change in Business . Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs or business prospects of the SciPlay Parties and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or in the performance by the SciPlay Parties of their obligations under this Agreement and the Securities (a “Material Adverse Effect”), (B) there have been no transactions entered into by the SciPlay Parties or any of their subsidiaries, other than those in the ordinary course of business, which are material with respect to the SciPlay Parties and their subsidiaries taken as a whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by the SciPlay Parties or their subsidiaries on any class of their capital stock.

(x) Good Standing of the SciPlay Parties . The SciPlay Parties have been duly organized and are validly existing as corporations or limited liability companies, as applicable, in good standing under the laws of the State of Nevada and have corporate, limited liability company or similar power and authority to own, lease and operate their properties and to conduct their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform their obligations under this Agreement; and the SciPlay Parties are duly qualified to transact business and are in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xi) Good Standing of Subsidiaries . Each subsidiary of the SciPlay Parties has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in

good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or member’s or other equity interests of each subsidiary has been duly authorized and validly issued, to the extent such subsidiary is a corporation, is fully paid and non-assessable, and is owned by a SciPlay Party, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or member’s or other equity interests of any subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement, except for any entities that have been omitted pursuant to Item 601(b)(21) of Regulation S-K.

(xii) Capitalization . The Company has an authorized capitalization as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The outstanding shares of capital stock or other equity interests of the SciPlay Parties have been duly authorized and validly issued and, to the extent such SciPlay Parties are corporations, are fully paid and non-assessable. None of the outstanding shares of capital stock or member’s or other equity interests of the SciPlay Parties were issued in violation of the preemptive or other similar rights of any securityholder of the SciPlay Party.

(xiii) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the SciPlay Parties.

(xiv) Authorization of the Transaction Documents . Each of the Transaction Documents to which it is a party has been, or prior to the consummation of the issuance of sale of Securities contemplated by this Agreement, will be, duly authorized by, as applicable, each of the SciPlay Parties, the Parent or their applicable affiliate and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each such party, as applicable, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.

(xv) Authorization and Description of Securities . The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to the description thereof under the caption “Description of Capital Stock” contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same in all material respects. No holder of Securities will be subject to personal liability by reason of being such a holder.

(xvi) Registration Rights . There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

(xvii) Absence of Violations, Defaults and Conflicts . None of the SciPlay Parties or any of their subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any SciPlay Party or any of its subsidiaries is a party or by which any of them may be bound or to which any of the properties or assets of any SciPlay Party or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the SciPlay Parties or any of their subsidiaries or any of their properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the consummation of the Transactions and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the SciPlay Parties with their obligations hereunder have been duly authorized by all necessary corporate and other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of any SciPlay Party or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of any SciPlay Party or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for such violations that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any SciPlay Party or any of its subsidiaries.

(xviii) Absence of Labor Dispute . No labor dispute with the employees of any SciPlay Party or any of its subsidiaries exists or, to the knowledge of any SciPlay Party, is threatened, which would singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xix) Absence of Proceedings . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of any SciPlay Party, threatened, against or affecting a SciPlay Party or any of its subsidiaries, (i) which might materially and adversely affect their properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by any SciPlay Party of its obligations hereunder and (ii) except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xx) Accuracy of Exhibits . There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or

to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(xxi) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the SciPlay Parties of their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (A) such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the Nasdaq Global Select Market, state securities laws or the rules of FINRA or such as which the failure to obtain would not materially hinder or delay the performance of this Agreement and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities were offered.

(xxii) Possession of Licenses and Permits . The SciPlay Parties and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The SciPlay Parties and their subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the SciPlay Parties or any of their subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(xxiii) Title to Property . The SciPlay Parties and their subsidiaries have good and marketable title to all real property owned by them and good title to, or have valid rights to lease or otherwise use, all other properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the SciPlay Parties or any of their subsidiaries or (C) would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xxiv) Possession of Intellectual Property . Except in each case that, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the SciPlay Parties and their subsidiaries own or possess adequate rights to use all patents, inventions, copyrights, trade secrets, trademarks, service marks, trade names or other intellectual property, including intellectual property rights, if any, in know-how and other proprietary or confidential information, systems or procedures (collectively, “Intellectual Property”) necessary to carry on their businesses as now conducted. None of the SciPlay Parties or any of their subsidiaries has received any notice or claim of any infringement of or conflict with asserted rights of others with respect to Intellectual Property or is aware of any facts that could form a reasonable basis for such a claim, except in each case that, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(xxv) Environmental Laws . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) none of the SciPlay Parties or any of their subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the SciPlay Parties and their subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements and (C) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the SciPlay Parties or any of their subsidiaries.

(xxvi) Accounting Controls . The Company and each of its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there have been (1) no material weaknesses in the Company’s internal control over financial reporting and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(xxvii) Compliance with the Sarbanes-Oxley Act. The Company and its directors and officers, in their capacities as such, have taken all necessary actions to ensure that they are and will be in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) that are then in effect and with which the Company and its directors and officers, as applicable, are required to comply as of the effectiveness of the Registration Statement, and is taking reasonable steps to enable it to be in material compliance with other provisions of the Sarbanes-Oxley Act not currently in effect, upon effectiveness of such provisions, or that will become applicable to the Company and its directors and officers, as applicable, after the effectiveness of the Registration Statement.

(xxviii) Payment of Taxes . Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) all tax returns of the SciPlay Parties and their subsidiaries required by law to be filed have been accurately prepared and timely filed and all taxes shown or required to be shown on such returns or otherwise assessed, which are due and payable, have been paid, except, in all cases, for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the SciPlay Parties in

accordance with GAAP and (B) there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the SciPlay Parties and or any of their respective subsidiaries or their respective properties or assets. The charges, accruals and reserves on the books of the SciPlay Parties in respect of any tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. There is no tax lien, whether imposed by any federal, state, or other taxing authority, outstanding against the assets, properties or business of the SciPlay Parties or their subsidiaries, except any such liens (i) which are not yet due or payable, (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP or (iii) with respect to which the failure to make payment could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xxix) United States Real Property Holding Corporation Status . The Company is not, and does not anticipate becoming, a “United States Real Property Holding Corporation” within the meaning of Section 897 of the Internal Revenue Code of 1986 (the “Code”).

(xxx) Insurance . The SciPlay Parties and their subsidiaries have insurance against such losses and risks in such amounts as are reasonably prudent and customary in the business in which they are engaged; and none of the SciPlay Parties or their subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at a cost that would not reasonably be expected to have a Material Adverse Effect.

(xxxi) Investment Company Act . The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxxii) Absence of Manipulation . Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of Regulation M under the 1934 Act.

(xxxiii) Foreign Corrupt Practices Act . None of the SciPlay Parties, any of their subsidiaries or, to the knowledge of any SciPlay Party, any director, officer, agent, employee, affiliate or other person acting on behalf of a SciPlay Party or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any other applicable anti-corruption laws (collectively, including the FCPA, “Anti-Corruption Laws”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of Anti-Corruption Laws, or made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit and the SciPlay Parties and, to the knowledge of the SciPlay

Parties, their affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxiv) Money Laundering Laws . The operations of the SciPlay Parties and their subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the SciPlay Parties or any of their subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the SciPlay Parties, threatened.

(xxxv) OFAC . For the past five years, none of the SciPlay Parties, any of their subsidiaries or, to the knowledge of any SciPlay Party, any director, officer, agent, employee, affiliate or representative of any SciPlay Party or any of its subsidiaries has an individual or entity (“Person”) the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor has any SciPlay Party been located, organized or resident in a country or territory that is the subject of Sanctions; the SciPlay Parties will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding or facilitations, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(xxxvi) Sales of Reserved Securities . In connection with any offer and sale of Reserved Securities outside the United States, each preliminary prospectus, the Prospectus, any prospectus wrapper and any amendment or supplement thereto, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the same is distributed. The Company has not offered, or caused the Representatives to offer, Reserved Securities to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Company or any of its affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about the Company or any of its affiliates, or their respective businesses or products.

(xxxvii) Lending Relationship . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the SciPlay Parties, Parent or any of their subsidiaries (i) has any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) intends to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xxxviii) Statistical and Market-Related Data . Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are not based on or derived from sources that are reliable and accurate in all material respects and, to

the extent required, the SciPlay Parties have obtained the written consent to the use of such data from such sources.

(xxxix) Cybersecurity . (A) There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the information technology and computer systems, networks, hardware, software, data (including personal data) or databases (including the data and information of customers, employees, suppliers, vendors and any third-party data maintained, processed or stored by the SciPlay Parties and their subsidiaries, and any such data processed or stored by third parties on behalf of the SciPlay Parties and their subsidiaries), equipment or technology, in each case used or held for use in the business of the SciPlay Parties or their subsidiaries (each of the foregoing items, and all such items collectively, “IT Systems and Data”); (B) none of the SciPlay Parties or any of their subsidiaries have been notified of, and have no knowledge of any material event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (C) the IT Systems and Data used by the SciPlay Parties and their subsidiaries are sufficient for, and operate and perform in all material respects as required by, the operation of the businesses of the SciPlay Parties and their subsidiaries as now conducted and as proposed in the Registration Statement, General Disclosure Package and the Prospectus to be conducted; and (D) the SciPlay Parties and their subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices. Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the SciPlay Parties and their subsidiaries have operated and currently operate their businesses in compliance, and maintain appropriate information security policies and procedures designed to ensure such compliance, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification (collectively, “Privacy and Security Obligations”). The SciPlay Parties and their subsidiaries use commercially reasonable efforts to ensure that all third parties permitted to access any IT Systems and Data on their behalf, or to whom they have provided confidential data or any data that constitutes IT Systems and Data, maintain the confidentiality, privacy and security of such IT Systems and Data and comply with applicable Privacy and Security Obligations.

(xl) ERISA . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (A) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, that any SciPlay Party or any member of its “Controlled Group” (defined as any organization which is under common control or treated as a single employer with any SciPlay Party under ERISA or Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) sponsors, maintains or contributes to, or otherwise has liability (contingent or otherwise) in respect of (each, a “Plan”), has been established, maintained and operated in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (B) no non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan; (C) no Plan is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA; (D) none of the SciPlay Parties or any member of their Controlled Groups has incurred, or reasonably expects to incur, any liability under Title IV of ERISA in respect of any Plan; (E) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or

any other governmental agency or any foreign regulatory agency with respect to any Plan; and (F) none of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the SciPlay Parties and their subsidiaries as compared to the amount of such contributions required to be made in the most recently completed fiscal year of the SciPlay Parties and their subsidiaries or (y) a material increase in the “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the SciPlay Parties and their subsidiaries as compared to the amount of such obligations in the most recently completed fiscal year of the SciPlay Parties and their subsidiaries.

(xli) No Rated Securities . Neither SciPlay Party nor any of their subsidiaries has any debt securities or preferred stock that are rated by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act).

(b) Officer’s Certificates . Any certificate signed by any officer of any SciPlay Party or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the SciPlay Parties to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing .

(a) Initial Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, that number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b) Option Securities . In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ · ] shares of Common Stock, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment . Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Cleary Gottlieb Steen & Hamilton, at One Liberty Plaza, New York, New York 10006, or at such other place as shall be agreed upon by the

Representatives and the Company, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from Merrill Lynch to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(d) Appointment of Qualified Independent Underwriter . The Company hereby confirms their engagement of Morgan Stanley & Co. LLC as, and Morgan Stanley & Co. LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of FINRA Rule 5121 (“Rule 5121”) with respect to the offering and sale of the Securities. Morgan Stanley & Co. LLC, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

SECTION 3. Covenants of the Company . The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b), will comply with the requirements of Rule 430A, and will notify the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will use reasonable best efforts to prevent the issuance of any stop order,

prevention or suspension and, if any such order is issued, to obtain the lifting thereof as soon as practicable.

(b) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters reasonably shall object in a timely manner. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object in a timely manner.

(c) Delivery of Registration Statements . The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and conformed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses . The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto

furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Blue Sky Qualifications . The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158 . The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds . The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(h) Listing . The Company will use its reasonable best efforts to effect and maintain the listing of the Common Stock (including the Securities) on the Nasdaq Global Select Market.

(i) Restriction on Sale of Securities . During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or publically disclose the intention to do any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options or rights to purchase or acquire Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) new shares of Common Stock issued pursuant to redemptions of LLC Interests held by the SG Members pursuant to the SciPlay Parent LLC Agreement as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (G) the issuance of up to 5% of the total outstanding shares of common stock of the Company in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with its acquisition by the Company or any of its subsidiaries of such entity; provided that each recipient

of any shares of common stock pledged, issued or sold pursuant to clause (G) executes and delivers to the Representatives prior to such issuance or sale (as the case may be) an agreement having substantially the same terms as the lock-up agreements described in Section 5(j) hereof.

(j) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(j) hereof for an officer or director of the Company or the Parent and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(k) Reporting Requirements . The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the 1933 Act.

(l) Issuer Free Writing Prospectuses . The Company agrees that, unless it obtains the prior written consent of the Representatives (which consent shall not be unreasonably withheld, conditioned or delayed), it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include any untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

(m) Certification Regarding Beneficial Owners . The Company will deliver to the Representatives, on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification.

(n) Compliance with FINRA Rules . The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by FINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement.

The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

(o) Testing-the-Waters Materials . If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Written Testing-the-Waters Communication made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

(p) Emerging Growth Company Status . The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 3(i).

SECTION 4. Payment of Expenses .

(a) Expenses . The SciPlay Parties will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriters, including any issuance, registration, documentary, stock or other transfer taxes and any stamp or other similar duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the prior approval of the Company in connection with the road show presentations, travel and lodging expenses of the representatives (which, for the avoidance of doubt, shall not include the Underwriters and their representatives) and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, provided, however, that the cost of any aircraft and other transportation chartered in connection with the road show shall be paid 50% by the Company and 50% by the Underwriters, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, with such legal fees, taken together with the

legal fees described in clause (v) above, not to exceed $35,000, (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Select Market, (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii) and (xi) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the Reserved Securities which are designated by the Company for sale to Invitees.

(b) Termination of Agreement . If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or (iii) or Section 10 hereof, the SciPlay Parties shall reimburse the non-defaulting Underwriters for all of their reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the SciPlay Parties contained herein as of the date hereof and as of the Closing Time or in certificates of any officer of the SciPlay Parties or any of their subsidiaries delivered pursuant to the provisions hereof, to the performance by the SciPlay Parties of their covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement; Rule 430A Information . The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

(b) Opinion of Counsel for Company . At the Closing Time, the Representatives shall have received:

(i) the favorable opinion, dated the Closing Time, of Latham & Watkins LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters; and

(ii) the favorable opinion, dated the Closing Time, of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(i) the favorable opinion, dated the Closing Time, of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters; and

(ii) the favorable opinion, dated the Closing Time, of Fennemore Craig, P.C., special Nevada counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(d) Officers’ Certificate . At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs or business prospects of the SciPlay Parties and their subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer or the President of each of the SciPlay Parties and of the Chief Financial Officer of each of the SciPlay Parties, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the SciPlay Parties in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the SciPlay Parties have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

(e) Chief Accounting Officer’s Certificate . At the time of the execution of this Agreement, the Representatives shall have received from the Company, a certificate of the Chief Accounting Officer of the Company and the Parent certifying as to the accuracy of certain financial information included in the General Disclosure Package, in form and substance satisfactory to the Underwriters.

(f) Accountant’s Comfort Letter . At the time of the execution of this Agreement, the Representatives shall have received from Deloitte & Touche LLP a letter, dated such date, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(g) Bring-down Comfort Letter . At the Closing Time, the Representatives shall have received from Deloitte & Touche LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(h) Approval of Listing . At the Closing Time, the Securities shall have been approved for listing on the Nasdaq Global Select Market, subject only to official notice of issuance.

(i) No Objection . FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

(j) Lock-up Agreements . At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto signed by the Parent and the persons listed on Schedule C hereto.

(k) Consummation of the Transactions . The Transactions (as such term is defined in the Registration Statement under the section “The Transactions”) have been, or prior to the consummation of the issuance of sale of Securities contemplated by this Agreement, will be, consummated in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have not been modified in any material respect or rescinded.

(l) Conditions to Purchase of Option Securities . In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the SciPlay Parties contained herein and the statements in any certificates furnished by the SciPlay Parties and any of their subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers’ Certificate . A certificate, dated such Date of Delivery, of the Chief Executive Officer, President, a Vice President or the equivalent of the Company and of the Chief Financial Officer or the equivalent of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery.

(ii) Bring-down Chief Accounting Officer’s Certificate . If requested by the Representatives, a certificate, dated such Date of Delivery, of the Chief Accounting Officer of the Company and the Parent confirming that the certificate delivered on the date hereof pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company . If requested by the Representatives, the favorable opinion of Latham & Watkins LLP, counsel for the Company, together with the favorable opinion of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iv) Opinion of Counsel for Underwriters . If requested by the Representatives, the favorable opinion of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, together with the favorable opinion of Fennemore Craig, P.C., special Nevada counsel for the Underwriters, each dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(v) Bring-down Comfort Letter . If requested by the Representatives, a letter from Deloitte & Touche LLP, in form and substance reasonably satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(m) Additional Documents . At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such documents and opinions as they may

reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the SciPlay Parties in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(n) Termination of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by written notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 14, 15 and 16 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification .

(a) Indemnification of Underwriters . Each SciPlay Party agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its directors, officers, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arises out of or is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon

any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification of SciPlay Parties, Directors and Officers . Each Underwriter severally agrees to indemnify and hold harmless the SciPlay Parties, their directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls any SciPlay Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights or defenses) as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that, if indemnity is sought pursuant to Section 6(e), then, in addition to the fees and expenses of such counsel for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one counsel (in addition to any local counsel) separate from its own counsel and that of the other indemnified parties for the QIU in its capacity as a “qualified independent underwriter” and all persons, if any, who control the QIU within the meaning of Section 15 of the 1933 Act or Section 20 of 1934 Act in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and the other indemnified parties. Any such separate counsel for the QIU and such control persons of the QIU shall be designated in writing by the QIU. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(f) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e) Indemnification of QIU . In addition to and without limitation of the Company’s obligation to indemnify Morgan Stanley & Co. LLC as an Underwriter, the Company also agrees to indemnify and hold harmless the QIU, its Affiliates and selling agents and each person, if any, who controls the QIU within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, incurred as a result of the QIU’s participation as a “qualified independent underwriter” within the meaning of Rule 5121 in connection with the offering of the Securities.

(f) Indemnification for Reserved Securities . In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

SECTION 7. Contribution . If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the SciPlay Parties, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the SciPlay Parties, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions, or in connection with any violation of the nature referred to in Section 6(f) hereof, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the SciPlay Parties, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the SciPlay Parties, on the

one hand, and the total underwriting discounts and commissions received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the SciPlay Parties, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the SciPlay Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 6(f) hereof.

The Company and the Underwriters agree that Morgan Stanley & Co. LLC will not receive any additional benefits hereunder for serving as the QIU in connection with the offering and sale of the Securities.

The SciPlay Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Shares underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates, directors, officers and selling agents shall have the same rights to contribution as such Underwriter, and each director of the SciPlay Parties, each officer of the Company who signed the Registration Statement, and each person, if any, who controls a SciPlay Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the SciPlay Parties. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive . All representations, warranties and agreements contained in this Agreement or in certificates of officers of the SciPlay Parties or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling a SciPlay Party and (ii) delivery of and payment for the Securities.

SECTION 9. Termination of Agreement .

(a) Termination . The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs or business prospects of the SciPlay Parties and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or (iv) if trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15 and 16 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Merrill Lynch at One Bryant Park, New York, New York 10036, attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730); J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk (facsimile: (212) 622-8358), with a copy to [ · ] (facsimile: [ · ]); and Deutsche Bank Securities Inc. at 60 Wall Street 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets — Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax: (646) 374-1071; and notices to the Company shall be directed to it at 6601 Bermuda Road, Las Vegas, Nevada 89119, attention of General Counsel.

SECTION 12. No Advisory or Fiduciary Relationship . Each SciPlay Party acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the SciPlay Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the SciPlay Parties, any of their subsidiaries or their respective equityholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the SciPlay Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the SciPlay Parties or any of their subsidiaries on other matters) and no Underwriter has any obligation to the SciPlay Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the SciPlay Parties and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the SciPlay Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 13. Recognition of the U.S. Special Resolution Regimes .

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no

greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 13, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 14. Parties . This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the SciPlay Parties and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the SciPlay Parties and their respective successors and the controlling persons, Affiliates, selling agents, and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the SciPlay Parties and their respective successors, and said controlling persons and officers and directors, Affiliates, selling agents and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Trial by Jury . The SciPlay Parties (on their behalf and, to the extent permitted by applicable law, on behalf of their equityholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 16. GOVERNING LAW . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

SECTION 17. Consent to Jurisdiction; Waiver of Immunity . Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 18. TIME . TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission ( e.g. , by .PDF or .TIF file) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 20. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Signature page follows ]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to each of the SciPlay Parties a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the SciPlay Parties in accordance with its terms.

	Very truly yours,

	SCIPLAY CORPORATION

	By:
		Name:
		Title

	SCIPLAY PARENT COMPANY, LLC

	By:
		Name:
		Title:


CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By
Authorized Signatory

J.P. MORGAN SECURITIES LLC

By
Authorized Signatory

DEUTSCHE BANK SECURITIES INC.

By
Authorized Signatory

By
Authorized Signatory

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

SCHEDULE A

The initial public offering price per share for the Securities shall be $[ · ].

The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.

Name of Underwriter		Number of Initial Securities

Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Macquarie Capital (USA) Inc.
RBC Capital Markets, LLC
Stifel, Nicolaus & Company, Incorporated
Wedbush Securities Inc.

Total		[ · ]

Sch A- 1

SCHEDULE B-1

Pricing Terms

1. The Company is selling [ · ] shares of Class A common stock.

2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ · ] shares of Class A common stock.

3. The initial public offering price per share for the Securities shall be $[ · ].

SCHEDULE B-2

Free Writing Prospectuses

[None.]

SCHEDULE B-3

Written Testing-the-Waters Communications

[None.]

Sch B - 1

SCHEDULE C

List of Persons and Entities Subject to Lock-up

Sch C - 1

Exhibit A

Form of lock-up from the Parent and directors and officers of the Company pursuant to Section 5(j)

[ · ], 2019


Merrill Lynch, Pierce, Fenner & Smith
Incorporated,

J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Re: Proposed Public Offering by SciPlay Corporation

Dear Sirs:

The undersigned, [the beneficial owner of equity securities][an officer and/or a director], as applicable, of SciPlay Corporation, a Nevada corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Deutsche Bank Securities Inc. (“Deutsche Bank,” and together with Merrill Lynch and J.P. Morgan, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and SciPlay Parent Company, LLC (“SciPlay Parent LLC”) providing for the public offering (the “Offering”) of shares of the Company’s Class A common stock, par value $.001 per share (the “Common Stock”). In recognition of the benefit that the Offering will confer upon the undersigned as a stockholder and/or an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of the Company’s Common Stock or any

A- 1

securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or publically disclose the intention to do any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering.

If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may, without the prior written consent of the Representatives:

(a) transfer Lock-Up Securities:

(i) as a bona fide gift or gifts; or

(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family or other dependent of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and including ex-spouses and step-children, or their respective lineal descendants); or

(iii) as a distribution to limited partners, members, stockholders or other equity holders of the undersigned; or

(iv) to the undersigned’s affiliates, subsidiaries, partners, members, shareholders or to any investment fund or other entity that, directly or indirectly, controls or manages, is controlled or managed by, or is under common control or management with, the undersigned; or

(v) by will or intestate succession upon the death of the undersigned; or

(vi) pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement;

provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) through (iv) above, such transfers are not

A- 2

required to be reported during the Lock-Up Period in any public report or filing with the Securities and Exchange Commission, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period;

(b) transfer Lock-Up Securities pursuant to any exchange of LLC Interests of SciPlay Parent LLC for a corresponding number of shares of Common Stock in accordance with the SciPlay Parent LLC Agreement (as defined in the Registration Statement, the Pricing Disclosure Package and the Prospectus), which will become effective on or prior to the consummation of the Offering, in connection with the Transactions;

(c) exercise any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s equity incentive plans referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or any warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock, which warrants or other securities are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that (1) any filing under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) the underlying shares of Common Stock continue to be subject to the restrictions set forth in this lock-up agreement and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during the Lock-Up Period;

(d) transfer Lock-Up Securities to the Company in connection with the termination of the undersigned’s employment or other service with the Company, provided that, (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Lock-Up Period;

(e) transfer Lock-Up Securities pursuant to a bona fide third-party tender offer, or in connection with a merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company; provided that, in the event that such tender offer, merger, consolidation or other transaction is not completed, such securities shall remain subject to the restrictions set forth in this lock-up agreement (for purposes hereof, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of the Company if, after such transaction or transactions, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity));

(f) transfer Lock-Up Securities to the Company or its affiliates upon death or disability of the undersigned; and

(g) transfer Lock-Up Securities to the Company upon (i) a vesting event of any equity award granted under any equity incentive plan or stock purchase plan of the Company described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) upon the exercise by the undersigned of options or warrants in accordance with clause (d) above, in each case, on a “net” or “cashless” exercise basis, and/or to cover tax withholding obligations of the undersigned in connection therewith, provided, in each case, that (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the

A- 3

circumstances described above, as applicable, and (B) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Lock-Up Period.

Notwithstanding anything herein to the contrary, nothing in this lock-up agreement shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading Plan so long as there are no sales of Lock-Up Securities under such plan during the Lock-Up Period; and provided that, the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan, in either case, providing for sales of Lock-Up Securities shall only be permitted if (i) the establishment or amendment of such plan is not required to be reported in any public report or filing with the Commission, or otherwise during the Lock-Up Period, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such plan during the Lock-Up Period.

Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the closing of the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by, and construed in accordance with the laws of, the state of New York without regard to its choice of law provisions.

The undersigned understands that, if (1) the execution of the Underwriting Agreement in connection with the Offering shall not have occurred on or before September 30, 2019, (2) the Company files an application to withdraw the registration statement relating to the Offering, (3) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder or (4) the Representatives, on behalf of the underwriters, advise the Company, or the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Offering, the undersigned shall be released from all obligations under this agreement.

	Very truly yours,

	Signature:

	Print Name:

A- 4

Exhibit B

FORM OF PRESS RELEASE

TO BE ISSUED PURSUANT TO SECTION 3(j)

SCIPLAY CORPORATION
[ · ] [ · ], 2019

SCIPLAY CORPORATION (the “Company”) announced today that BofA Merrill Lynch, J.P. Morgan and Deutsche Bank Securities, the lead book-running managers in the Company’s recent public sale of [ · ] shares of its Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to [ · ] shares of the Company’s Class A common stock held by [certain officers or directors] [an officer or director][certain beneficial owners] of the Company. The [waiver] [release] will take effect on [ · ], 2019, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

B- 1

Exhibit 5.1

April 22, 2019

SciPlay Corporation

6601 Bermuda Road

Las Vegas, Nevada 89119

Ladies and Gentlemen:

We have acted as local Nevada counsel to SciPlay Corporation, a Nevada corporation (the “ Company ”), in connection with the proposed issuance and sale by the Company of up to 25,300,000 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.001 per share (the “ Class A Common Stock ”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-230727) (as amended through and including the date hereof, the “ Registration Statement ”) and the Prospectus contained therein (the “ Prospectus ”), as filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”). This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares as contemplated by, and as described in, the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus.

For purposes of issuing the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the Company’s articles of incorporation and bylaws, each as amended to date, (iii) the forms of the Company’s amended and restated articles of incorporation and amended and restated bylaws (collectively, the “ A&R Governing Documents ”) and the form of underwriting agreement relating to sale of the Shares (the “ Underwriting Agreement ”), each filed as an exhibit to the Registration Statement, (iv) the resolutions of the board of directors of the Company authorizing the issuance of the Shares; and (v) such other agreements, instruments, corporate records and other documents as we have deemed necessary or appropriate. We have also obtained from officers, representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations, assurances and public filings as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) the A&R Governing Documents will be in effect prior to the issuance of any of the Shares; (ii) each natural person executing any of the documents we reviewed has sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; and

	100 North City Parkway, Suite 1600
	Las Vegas, NV 89106-4614
	main 702.382.2101

(v) after any issuance of the Shares, the total number of issued and outstanding shares of Class A Common Stock, together with the total number of shares of Class A Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement or otherwise, will not exceed the total number of shares of Class A Common Stock then authorized under the Company’s articles of incorporation.

We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

Based on the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been duly authorized by the Company and if, when and to the extent the Shares are issued and sold in exchange for payment in full to the Company of all consideration required therefor, each in the manner contemplated by the Underwriting Agreement, the Registration Statement and the Prospectus and in accordance with the proceedings described therein, such Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder .

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

Exhibit 10.9

SCIPLAY CORPORATION

Long-Term Incentive Plan

1. Purpose. The purpose of this Long-Term Incentive Plan (the “Plan”), is to assist SciPlay Corporation, a Nevada corporation (the “Company”), and its subsidiaries in attracting, retaining, motivating and rewarding executives, directors, employees, and other persons who provide services to the Company and/or its subsidiaries, to provide for equitable and competitive compensation opportunities, to encourage long-term service, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of stockholders. The Plan authorizes stock-based and cash-based performance incentives for participants, to encourage such persons to expend their maximum efforts in the creation of stockholder value.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:

(a) “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A.

(b) “Award” means any award of Options, SARs, Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalents, Other Stock-Based Award or Performance Award together with any other right or interest granted to a Participant under the Plan.

(c) “Beneficiary” means the person, persons, trust, or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death to the extent permitted under Section 10(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

(e) “Board” means the Company’s Board of Directors.

(f) “Change in Control” means Change in Control as defined with related terms in Section 9 hereof.

(g) “Change in Control Price” means the amount calculated in accordance with Section 9(c) hereof.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations,

proposed regulations and other applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.

(i) “Committee” means the Compensation Committee of the Board, the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and other corporate governance documents of the Company, or another committee or subcommittee of the Board as appointed by the Board, to the extent permitted by applicable law. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee’s Charter or the Plan.

(j) “Continuing Company” means the entity resulting from the consummation of a transaction involving the Company, including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

(k) “Deferred Stock” means a conditional right, granted to a Participant under Section 6(e) hereof, to receive Stock, at the end of a specified vesting and/or deferral period.

(l) “Dividend Equivalent” means a conditional right, granted to a Participant under Section 6(g) hereof, to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock.

(m) “Eligible Person” means each executive officer and other officer or employee of the Company or any of its subsidiaries or affiliates, including each such person who may also be a director of the Company, each non-employee director of the Company, each other consultant or adviser who provides substantial services to the Company and/or its subsidiaries or affiliates and who is designated as eligible by the Committee, and any person who has been offered employment by the Company or a subsidiary or affiliate, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a subsidiary or affiliate. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary or affiliate for purposes of eligibility for participation in the Plan.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(o) “Fair Market Value” means, as of any given date, the fair market value of Stock, Awards, or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the average of the high and low sales prices of Stock on a given date or, if there are no sales on that date, on the latest previous date on which there were sales, reported for composite transactions in securities listed on the principal trading market on which Stock is then listed. Fair Market Value relating to

the exercise price or grant price of any Option or SAR that is intended to be a Non-409A Award shall conform to requirements under Code Section 409A.

(p) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Code Section 422 or any successor provision thereto.

(q) “Non-409A Awards” means Awards that do not constitute a deferral of compensation under Code Section 409A. Although the Committee retains authority under the Plan to grant Awards on terms that will qualify them as 409A Awards, Awards will be interpreted in a manner such that they will qualify as Non-409A Awards (with conforming terms, as provided in Section 10(h) hereof) unless otherwise expressly specified by the Committee.

(r) “Option” means a conditional right, granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time periods.

(s) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof.

(t) “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

(u) “Performance Award” means a conditional right, granted to a Participant under Section 7 hereof, to receive cash, Stock, or other Awards or payments, as determined by the Committee, based upon the achievement of performance criteria specified by the Committee.

(v) “Performance Goals” means: (1) earnings per share (basic or fully diluted); (2) revenues; (3) earnings, before or after taxes, from operations (generally or specified operations), before or after interest expense, depreciation, amortization, incentives, or extraordinary or special items or other adjustments; (4) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (5) return on net assets, return on assets, return on investment, return on capital, return on equity; (6) economic value created; (7) operating margin or operating expense; (8) net income; (9) Stock price or total stockholder return; and (10) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, new products, ventures or facilities, cost targets, internal controls, compliance, customer satisfaction and services, human resources management, supervision of litigation and information technology and goals relating to acquisitions or divestitures of subsidiaries, affiliates, joint ventures or facilities, in each case, in absolute terms, as a goal relative to performance in prior periods or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.

(w) “Permitted Transferees” means, with respect to any person that is a natural person (and any Permitted Transferee of such person), (i) such person’s immediate

family, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants, (ii) the estate of Ronald O. Perelman and (iii) any other trust or other legal entity the beneficiary of which is such person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants.

(x) “Restricted Stock” means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain restrictions and to a risk of forfeiture.

(y) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(z) “Stock” means the Company’s Class A Common Stock, $0.001 par value, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 10(c) hereof.

(aa) “Stock Appreciation Rights” or “SAR” means a conditional right granted to a Participant under Section 6(c) hereof.

(bb) “Voting Securities” means voting securities of an entity, which in the case of a corporation, shall mean those securities eligible to vote for the election of the corporation’s board of directors.

3. Administration .

(a) Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number, and other terms and conditions of, and all other matters relating to, Awards, prescribe Award agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors, and may perform any function of the Committee under the Plan for any purpose (subject to Nasdaq Listing Rule 5635(c)), including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its subsidiaries, Participants, Beneficiaries, transferees under Section 10(b) hereof, or other persons claiming rights from or through a Participant, and stockholders.

(b) Manner of Exercise of Committee Authority. The Committee may act through subcommittees, including for purposes of perfecting exemptions under Rule 16b-3, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may otherwise act with members of the Committee abstaining or recusing themselves to ensure compliance with regulatory requirements or to promote effective governance, as determined by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any subsidiary or affiliate, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the fullest extent permitted under Section 78.200 and other applicable provisions of the Nevada Revised Statutes. The Committee may appoint agents to assist it in administering the Plan.

(c) Limitation of Liability. The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or a subsidiary or affiliate, the Company’s independent auditors, certified public accountants, consultants or any other agents assisting in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination. The foregoing right of indemnification shall not be available to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of the person seeking indemnity giving rise to the indemnification claim resulted from such person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s organizational documents relating to the creation and governance of the Company or the Committee, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

4. Shares Available Under the Plan .

(a) Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c) hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be equal to 6,500,000, all of which may be granted as ISOs. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

(b) Share Counting Rules. Subject to the provisions of this Section 4(b), the Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. Any shares which are (i) underlying an Option or SAR which is cancelled or terminated without having been exercised, including due to expiration or forfeiture, (ii) subject to an Award (other than an Option or SAR) which is cancelled, terminated or forfeited, (iii) not delivered to a Participant because all or a portion of the Award is settled in cash, (iv) withheld upon exercise of an Option to satisfy the exercise price (including the Option shares equal to the number of shares separately surrendered to pay the exercise price), (v) subject to a SAR but in excess of the number of shares actually delivered to the Participant upon exercise of the SAR, or (vi) withheld in connection with an Award to satisfy tax withholding obligations, shall in each case again be available for Awards under the Plan. Shares repurchased on the open market with the proceeds from the exercise of an Option may not again be made available for Awards under the Plan. The payment of dividends and Dividend Equivalents, other than in shares of Stock, in conjunction with outstanding Awards shall not be counted against the shares available for Awards under the Plan. In addition, in the case of any Award granted in substitution for an award of a company or business acquired by the Company or a subsidiary or affiliate, shares issued or issuable in connection with such substitute Award shall not be counted against the number of shares reserved under the Plan, but shall be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business except as may be required by reason of Section 422 of the Code. This Section 4(b) shall apply to the number of shares reserved and available for ISOs only to the extent consistent with applicable regulations relating to ISOs under the Code. Because shares will count against the number reserved in Section 4(a) upon delivery (or later vesting) and subject to the share counting rules under this Section 4(b), the Committee may determine that Awards may be outstanding that relate to more shares than the aggregate remaining available under the Plan, so long as Awards will not result in delivery and vesting of shares in excess of the number then available under the Plan.

5. Eligibility; Per-Person Award Limitations .

(a) Grants to Eligible Persons. Awards may be granted under the Plan only to Eligible Persons.

(b) Annual Per Person Limits. Subject to adjustment as provided in Section 10(c), (i) with respect to any Awards denominated in Shares, no more than [ · ] Shares may be subject to such Awards granted to any one non-employee director in any fiscal year of the Company under the Plan and (ii) with respect to Awards not denominated in Shares, including cash retainer fees, the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to such Awards to any one non-employee director in any fiscal year of the Company shall be equal to $[ · ]. For the avoidance of doubt, the Board may award compensation in excess of the limits set forth in clauses (i) and (ii) for individual non-employee directors in consideration for additional services provided to the Company (e.g., consulting services), as the Board may determine in its discretion. Subject to

adjustment as provided in Section 10(c), (A) with respect to any Awards denominated in Shares, no more than [ · ] Shares may be subject to such Awards granted to any one Eligible Person other than a non-employee director in any fiscal year of the Company under the Plan and (B) with respect to Awards not denominated in Shares, the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to such Awards to any one Eligible Person other than a non-employee director in any fiscal year of the Company under the Plan shall be equal to $3 million. For these purposes, an Eligible Person’s annual limits pursuant to clause (i) or (A), as applicable, are used to the extent a number of Shares may be potentially received under an Award, regardless of whether such Shares are in fact received.

6. Specific Terms of Awards .

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Sections 10(e) and 10(h) hereof), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan, subject to Section 10(h) hereof. The Committee shall require the payment of lawful consideration for an Award to the extent necessary to satisfy the requirements of the Nevada Revised Statutes, and may otherwise require payment of consideration for an Award except as limited by the Plan.

(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(i) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option except that, in connection with a merger, consolidation or reorganization of the Company or any of its subsidiaries, the Committee may grant Options with an exercise price per share less than the market value of the Common Stock on the date of grant if such Options are granted in exchange for, or upon conversion of, options to purchase capital stock of any other entity which is a party to such merger, consolidation or reorganization, and such Option so granted does not enlarge the aggregate in-the-money value of the original award at the acquisition date.

(ii) Time and Method of Exercise. The Committee shall determine the term of the Option, subject to Section 8(b) hereof, and the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), whether or not the Option will be a 409A Award or Non-409A

Award, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment (subject to Sections 10(h) and (i) hereof), including, without limitation, cash, Stock (including Stock deliverable upon exercise, other Awards or awards granted under other plans of the Company or any subsidiary or affiliate, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be delivered or deemed to be delivered in satisfaction of Options to Participants (including, to the extent permitted under Code Section 409A, deferred delivery of shares as mandated by the Committee, with such deferred shares subject to any vesting, forfeiture or other terms as the Committee may specify).

(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422. ISOs may be granted only to employees of the Company or any of its subsidiaries. To the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of the Stock with respect to which ISOs granted under this Plan and all other plans of the Company and any subsidiary are first exercisable by any employee during any calendar year shall exceed the maximum limit (currently, $100,000), if any, imposed from time to time under Code Section 422, such Options shall be treated as Options that are not ISOs.

(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price per share of the SAR as determined by the Committee, which grant price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such SAR.

(ii) Other Terms. The Committee shall determine, at the date of grant or thereafter, the term of each SAR, subject to Section 8(b) hereof, the time or times at which and the circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not the SAR will be a 409A Award or Non-409A Award, and any other terms and conditions of any SAR. The Committee may require that an outstanding Option be exchanged for a SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture, and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, subject to Section 10(b) hereof, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Participant.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and/or that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Stock distributed in connection with a Stock split or Stock dividend, and cash or other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock, cash or other property has been distributed.

(e) Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, which are rights to receive Stock at the end of a specified vesting and/or deferral period, subject to the following terms and conditions:

(i) Award and Restrictions. Settlement of an Award of Deferred Stock shall occur upon satisfaction of the vesting criteria and/or expiration of the deferral period specified for such Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). Deferred Stock shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable vesting and/or deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to vesting and/or deferral (other than a deferral at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock. Deferred Stock subject to a risk of forfeiture may be called “restricted stock units” or otherwise designated by the Committee.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Deferred Stock shall be awarded. Such Dividend Equivalents shall either accrue with respect to such Deferred Stock at the dividend payment date in cash or in shares of Stock or additional Awards of Deferred Stock having a Fair Market Value equal to the amount of such dividends, in each case, subject to the same vesting and/or deferral conditions as the underlying Award of Deferred Stock to which such Dividend Equivalents relate. Dividend Equivalents accrued in cash may be deemed invested in such investment vehicles as the Committee shall determine or permit the Participant to elect.

(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or a subsidiary or affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equivalent to all or a portion of the dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to

have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to restrictions on transferability, risks of forfeiture and such other terms as the Committee may specify. The foregoing notwithstanding, (i) dividends and dividend equivalents will not be credited or payable with respect to an Option or SAR, except that this provision will not limit adjustments authorized under Section 10(c) hereof; and (ii) in the event Dividend Equivalents are awarded in connection with another Award, the Participant shall receive such Dividend Equivalents only to the extent that the applicable vesting criteria for such Award have been satisfied and, in the case of Dividend Equivalents relating to a Performance Award, such Dividend Equivalents shall be forfeitable to the extent the related Performance Award remains forfeitable upon failure to achieve the specified performance conditions.

(h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries or affiliates. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.

7. Performance Awards. The Committee is authorized to grant Performance Awards on the terms and conditions specified in this Section 7. Performance Awards may be denominated as a cash amount, number of shares of Stock, or specified number of other Awards (or a combination) which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, or the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee, including any Performance Goals; provided that, in the case of non-employee directors, the Committee may grant cash retainers or other fees that are not subject to performance conditions. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except in the case of any Performance Award denominated in shares at the grant date (i.e., an Award classified as equity under Financial Accounting Standards Board (FASB) Accounting Standards Codification 718 (“FASB ASC Topic 718”)), no discretion to increase the amounts payable (except as provided under Section 10(c) hereof) shall be reserved unless such reservation of discretion is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.

8. Certain Provisions Applicable to Awards .

(a) Substitute Awards. Subject to the restrictions on “repricing” set forth in Section 10(e) hereof, Awards granted under the Plan may, in the discretion of the Committee, be granted in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary or affiliate, or any business entity to be acquired by the Company or a subsidiary or affiliate, or any other right of a Participant to receive payment from the Company or any subsidiary or affiliate.

(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or SAR exceed a period of ten years (or, in the case of an ISO, such shorter term as may be required under Code Section 422).

(c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan (including Sections 10(h) and (i) hereof) and any applicable Award agreement, payments to be made by the Company or a subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in cash, Stock, other Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control, subject to Sections 10(h) and (i) hereof). Installment or deferred payments may be required by the Committee (subject to Sections 10(e) and 10(h) hereof, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. Any payment deferred pursuant to this Section 8(c) shall represent only an unfunded, unsecured promise by the Company to pay the amount credited thereto to the Participant in the future. In the case of any 409A Award that is vested and no longer subject to a risk of forfeiture (within the meaning of Code Section 83) and deferred at the election of the Participant, such Award will be distributed to the Participant, upon application of the Participant, if the Participant has had an unforeseeable emergency within the meaning of Code Sections 409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in accordance with Code Section 409A(a)(2)(B)(ii).

(d) Additional Award Forfeiture Provisions. The Committee may condition a Participant’s right to receive a grant of an Award, to exercise the Award, to retain Stock acquired in connection with an Award, or to retain the profit or gain realized by a Participant in connection with an Award, including cash received upon sale of Stock acquired in connection with an Award, upon compliance by the Participant with specified conditions relating to non-competition, confidentiality of information relating to the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and its officers, directors and affiliates, the absence of a restatement of the Company’s financial statements, and

other restrictions upon, or covenants of, the Participant, including during specified periods following termination of employment or service to the Company.

(e) Exemptions from Section 16(b) Liability. With respect to a Participant who is then subject to the reporting requirements of Section 16(a) of the Exchange Act in respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner intended to cause each transaction with respect to such Participant to be exempt from liability under Rule 16b-3 or otherwise not subject to liability under Section 16(b), except that this provision shall not limit sales by such a Participant, and such a Participant may elect to engage in other non-exempt transactions under the Plan. The Committee may authorize the Company to repurchase any Award or shares of Stock deliverable or delivered in connection with any Award (subject to Section 10(i)) in order to avoid a Participant who is subject to Section 16 of the Exchange Act incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities or derivative securities acquired under the Plan which are disposed of by a Participant shall be deemed to be disposed of in the order acquired by the Participant.

(f) Prohibition on Loans. No term of an Award shall provide for a personal loan to a Participant.

(g) Forfeiture and Clawback Provisions. Each Award (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of such Award or upon the receipt or resale of any shares of Stock, cash or other property underlying such Award) shall be subject to the provisions of any clawback policy implemented by the Company, whether or not such clawback policy was in place at the time of grant of such Award, to the extent set forth in such clawback policy and/or in the agreement evidencing such Award.

9. Change in Control .

(a) Effect of “Change in Control.” In the event of a “Change in Control,” the following provisions shall apply unless otherwise provided in the Award agreement:

(i) Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof;

(ii) The restrictions, deferral of settlement, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse, such Awards shall be deemed fully vested as of the time of the Change in Control and, except as otherwise provided in an award agreement, consideration in respect of such awards shall be payable within 60 days following the time of the Change in Control, in each case, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof; and

(iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, such performance goals and

other conditions will be deemed to be met if and to the extent so provided by the Committee.

The foregoing notwithstanding, any benefit or right provided under this Section 9 in the case of any Non-409A Award shall be limited to those benefits and rights permitted under Code Section 409A, and any benefit or right provided under this Section 9 that would result in a distribution of a 409A Award at a time or in a manner not permitted by Code Section 409A shall be limited to the extent necessary so that the distribution is permitted under Code Section 409A. For this purpose, the distribution of a 409A Award (i) triggered by a Change in Control will occur within 60 days following a Change in Control if the Change in Control also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Code Section 409A(a)(2)(A)(v) and the applicable regulations thereunder, otherwise distribution will occur at the earliest time permitted under Code Section 409A without incurring additional taxes or penalties; and (ii) triggered by a termination of employment with or service to the Company or a subsidiary following a Change in Control by a specified employee, within the meaning of Code Section 409A(a)(2)(B)(i), will not occur until the first business day following the date that is six months after such termination.

(b) Definition of “Change in Control.” A “Change in Control” shall mean the occurrence of any of the following:

(i) when any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of at least 40% of the Company’s Voting Securities;

(ii) the consummation of a transaction requiring stockholder approval for the acquisition of the Company by an entity (e.g., a statutory merger in which the Company’s securities are canceled) or for the purchase by an entity of substantially all of the assets of the Company; or

(iii) if Scientific Games Corporation or one of its subsidiaries continues to hold more than 50% of the Company Voting Securities, a “Change in Control” as defined in the Scientific Games Corporation 2003 Incentive Compensation Plan, as amended from time to time.

For purposes of clauses (i) and (ii) of this definition, neither “person” nor entity shall include the Company, any subsidiary, Mafco or any benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee). “Mafco” means each of (t) MacAndrews & Forbes Incorporated, its successors and its direct and indirect subsidiaries and affiliates, (w) Ronald O. Perelman, (x) the ROP Revocable Trust dated 1/9/2018, (y) any of the directors or executive officers of MacAndrews & Forbes Incorporated or its successors or (z) any of their respective Permitted Transferees. Furthermore, for purposes of clauses (i) and (ii) of this definition,

a transaction, or acquisition pursuant to such transaction, shall not constitute a “Change in Control” if immediately following such transaction:

(A) substantially all of the “persons” who were “beneficial owners” of the Company’s Voting Securities immediately prior to the consummation of the transaction continue to beneficially own, directly or indirectly, more than 50% of the Voting Securities of the Continuing Company in substantially the same proportions as their ownership immediately prior to such consummation of the Voting Securities; and

(B) a majority of the directors of the Continuing Company were members of the Board immediately prior to the consummation of the transaction.

10. General Provisions .

(a) Compliance with Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee and subject to Section 10(h) hereof, postpone the issuance or delivery of Stock or payment of other benefits under any Award until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights may be transferred for estate planning purposes to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award agreement (subject to any term and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the

Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(c) Adjustments. In the event that any large and non-recurring dividend or other distribution (whether in the form of cash or property other than Stock), recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate or, in the case of any outstanding Award, necessary in order to prevent dilution or enlargement of the rights of the Participant, then the Committee shall, in such equitable manner as it may determine, adjust any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5(b) hereof, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards, and (iv) the exercise price, grant price, or purchase price relating to any Award or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the holder of an outstanding Option (subject to Sections 10(h) and (i) hereof). In furtherance of the foregoing, a Participant who has a legally binding right to compensation under an outstanding Award shall have a legal right to an adjustment to such Award if the Award constitutes a “share-based payment arrangement” and there occurs an “equity restructuring” as such terms are defined under FASB ASC Topic 718. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets, including, without limitation, a Change in Control) affecting the Company, any subsidiary or affiliate or other business unit, or the financial statements of the Company or any subsidiary or affiliate, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any subsidiary or affiliate or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that adjustments to Non-409A Awards will be made only to the extent permitted under Code Section 409A. Furthermore, in the event of the occurrence of any transaction or event as described in the preceding sentence, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate may: (A) provide for the termination of any Award in exchange for an amount of cash and/or other property with an aggregate value equal to the value of such Award, as determined by the Committee in its sole discretion; (B) provide that an Award shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or

purchase price, in all cases, as determined by the Committee; or (C) replace such Award with other rights or property selected by the Committee.

(d) Taxes. The Company and any subsidiary or affiliate is authorized to withhold from any Award granted, or require a Participant to remit, any payment relating to an Award, including from a distribution of Stock, or any other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis, in the discretion of the Committee, or in satisfaction of other tax obligations if such withholding will not result in additional accounting expense to the Company. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld, unless withholding of any additional amount of Stock will not result in additional accounting expense to the Company.

(e) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting the record date for which is at or following the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. (For this purpose, actions that alter the timing of federal income taxation of a Participant will not be deemed material unless such action results in an income tax penalty on the Participant.) The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate any Award theretofore granted and any Award agreement relating thereto; provided that the Committee shall have no authority to waive or modify any Award term after the Award has been granted to the extent the waived or modified term would be mandatory under the Plan for any Award newly granted at the date of the waiver or modification; and provided further, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. Without the prior approval of stockholders, the Committee will not amend or replace previously granted Options in a transaction that constitutes a “repricing.” For this purpose, a “repricing” means: (i) amending the terms of an Option or SAR after it is granted to lower its exercise price, except pursuant to Section 10(c) hereof; (ii) any other action that is treated as a repricing under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its exercise or grant price is equal to or greater than the fair market value of the underlying Stock, in exchange for another

Option, Restricted Stock, or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or other similar corporate transaction. A cancellation and exchange described in clause (iii) of the preceding sentence will be considered a repricing regardless of whether the Option, Restricted Stock, or other equity is delivered simultaneously with the cancellation, regardless of whether it is treated as a repricing under generally accepted accounting principles, and regardless of whether it is voluntary on the part of the Option holder.

(f) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a subsidiary or affiliate, (ii) interfering in any way with the right of the Company or a subsidiary or affiliate to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards, or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.

(h) Certain Limitations on Awards to Ensure Compliance with Code Section 409A. For purposes of the Plan, references to an Award term or event (including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A mean, for a 409A Award, that the term or event will not cause the Participant to be liable for payment of interest or a tax penalty under Code Section 409A and, for a Non-409A Award, that the term or event will not cause the Award to be treated as subject to Code Section 409A. Other provisions of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award, including any authority of the Company and rights of the Participant with respect to the Award, shall be limited to those terms permitted under Code Section 409A, and any terms not permitted under Code Section 409A shall be automatically modified and limited to the extent necessary to conform with Code Section 409A. For this purpose, other provisions of the Plan notwithstanding, the Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Code Section 409A, any distribution subject to

Code Section 409A(a)(2)(A)(i) (separation from service) and the applicable regulations thereunder to a “specified employee” as defined under Code Section 409A(a)(2)(B)(i), shall not occur earlier than the earliest time permitted under Code Section 409A(a)(2)(B)(i) and the applicable regulations thereunder, and any authorization of payment of cash to settle a Non-409A Award shall apply only to the extent permitted under Code Section 409A for such Award. To further ensure compliance with the requirements of Code Section 409A, Awards shall be subject to the Company’s Section 409A Compliance Rules, if any. The Company makes no representations or warranties as to the tax treatment of any Award under Code Section 409A or otherwise. The Company shall have no obligation under this Section 10(h) or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Code Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Code Section 409A.

(i) Certain Limitations Relating to Accounting Treatment of Awards. At any time that the Company is accounting for Awards that constitute “share-based payment arrangements” under FASB ASC Topic 718, the Company intends that, with respect to such Awards, the compensation measurement date for accounting purposes shall occur at the inception of the arrangement, unless the Committee specifically determines otherwise. Therefore, other provisions of the Plan notwithstanding, in order to preserve this fundamental objective of the Plan, if any authority granted to the Committee hereunder or any provision of the Plan or an Award agreement would result, under FASB ASC Topic 718, in an Award inadvertently being classified as a “liability” or a measurement date other than the date of inception of the arrangement, if the Committee was not specifically aware of such accounting consequence at the time such Award was approved, such authority shall be limited and such provision shall be automatically modified and reformed to the extent necessary to preserve the accounting treatment of the award intended by the Committee, subject to Section 10(e) hereof. This provision shall cease to be effective if and at such time as the Company is no longer accounting for equity compensation under FASB ASC Topic 718.

(j) Nonexclusivity of the Plan. The effectiveness of the Plan shall not be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.

(k) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(l) Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States (a “ Non-US Participant ”) in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 10(1) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Pursuant to, and not limiting the generality of, the foregoing, the Committee shall have authority, without amending the Plan, to adopt subplans or other non-U.S. appendices for Non-US Participants to provide Awards on terms and conditions that (i) qualify such Awards for favorable tax treatment under any applicable non-US laws or regulations or (ii) are otherwise necessary or appropriate in order that such Awards comply with applicable non-U.S. laws or regulations, or receive favorable treatment under such laws or regulations.

(m) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award agreement shall be determined in accordance with the Nevada Revised Statutes, the contract and other laws of the State of [Nevada] without giving effect to principles of conflicts of laws, and applicable federal law.

(n) Section 83(b) Election. No Participant may make an election under Code Section 83(b) with respect to any Award under the Plan without the consent of the Committee, which the Committee may grant (prospectively or retroactively) or withhold in its sole discretion. If, with the consent of the Committee, a Participant makes an election under Code Section 83(b) to be taxed with respect to Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Code Section 83(a), the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

(o) Plan Effective Date and Termination. The Plan was approved by the Company’s stockholders on [ · ], 2019 and will become effective upon the effective date of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission in connection with the initial public offering of the Stock. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan; provided, however, that no new Awards may be granted more than ten years after the date of the latest approval of the Plan by stockholders of the Company.

(p) Section 162(m). To the maximum extent permitted under Code Section 162(m) and applicable law, Awards under the Plan shall not be subject to the deduction limit set forth in U.S. Treasury Regulation 1.162-27(b) pursuant to Code Section 162(m) and the rules and regulations promulgated thereunder, including to the extent such Awards may qualify for any post-public offering reliance period deduction limit exception set forth in U.S. Treasury Regulation 1.162-27(f) (or any successor thereto), and the Plan and Awards shall be interpreted accordingly.

Exhibit 10.11

Amendment to Employment Agreement

This Amendment to Employment Agreement (this “ Amendment ”) is made as of [ · ], 2019 by and between Scientific Games Corporation, a Nevada corporation (“ SciGames ”) and Barry L. Cottle (“ Executive ”).

WHEREAS, SciGames and Executive entered into an Employment Agreement, dated as of May 4, 2018 and effective as of June 1, 2018 (the “ Agreement ”);

WHEREAS, SciGames has been pursuing a potential initial public offering of a minority stake in its Social Gaming business, which would involve the issuance and sale of shares of Class A common stock of SciPlay Corporation, a Nevada corporation (such shares, the “ SciPlay Shares ” and, such offering, the “ Social IPO ”);

WHEREAS, in anticipation of, and following, the Social IPO, Executive is expected to be appointed Executive Chairman of SciPlay and provide substantial services on behalf of SciPlay and its subsidiaries and affiliates, including SciPlay Parent Company, LLC, a Nevada limited liability company, of which SciPlay will be the sole manager following the Social IPO; and

WHEREAS, in connection with the Social IPO, the parties hereto desire to cancel a cash-based long-term incentive award held by Executive in the expectation that SciPlay Corporation will replace it with an equity-based award with respect to SciPlay Shares (the “ Social Award ”).

NOW THEREFORE, in consideration of the premises and the mutual benefits to be derived herefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Effectiveness . This Amendment shall become effective upon the later of the consummation of the Social IPO and the execution of an agreement providing for the Social Award (such later date, the “ Amendment Effective Date ”). The parties hereto acknowledge that this Amendment is expressly contingent upon the consummation of the Social IPO and the execution of such agreement, and that in the event SciGames determines not to consummate the Social IPO or SciPlay Corporation and Executive determine not to execute such an agreement, this Amendment shall be null and void ab initio .

2. 2018-2020 LTIP . The Agreement is hereby amended, effective as of the Amendment Effective Date, by deleting Section 3(b)(ii) in its entirety.

3. Termination Provisions . The Agreement is hereby amended, effective as of the Amendment Effective Date, by deleting Section 4(e)(vi) in its entirety.

4. Exhibit A — Terms and Conditions of the 2018-2020 LTIP . The Agreement is hereby amended, effective as of the Amendment Effective Date, by deleting Exhibit A in its entirety.

5. Legal Fees . SciGames shall reimburse Executive for any documented legal fees expended or incurred by Executive through the date hereof in connection with negotiating the terms of this Agreement and the Social Award, payable within 60 days of Executive’s submission of reasonably satisfactory documentation of such fees.

6. Except as set forth in this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect in accordance with their terms. All references to the “Agreement” in the Agreement shall refer to the Agreement as amended by this Amendment.

7. This Amendment may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment as of [ · ], 2019.

	SCIENTIFIC GAMES CORPORATION

	By:
	Name:
	Title:



	Barry L. Cottle

[Signature Page to Amendment to Employment Agreement]

Exhibit 10.12

Social Award Agreement

This Social Award Agreement (this “ Agreement ”) is made as of [ · ], 2019 by and between SciPlay Corporation, a Nevada corporation (“ SciPlay ”), and Barry L. Cottle (“ Executive ”).

WHEREAS, Scientific Games Corporation, a Nevada corporation (“ SciGames ”), and Executive entered into an Employment Agreement, dated as of May 4, 2018 and effective as of June 1, 2018 (the “ Employment Agreement ”);

WHEREAS, pursuant to the Employment Agreement, Executive was entitled to receive incentive compensation from SciGames pursuant to a 2018-2020 LTIP in return for Executive’s services on behalf of, and benefiting, SciGames’ Social Gaming business since January 1, 2018;

WHEREAS, SciGames and Executive entered into an Amendment to Employment Agreement, dated as of [ · ] 2019, that would cancel Executive’s right to the 2018-2020 LTIP conditioned upon the effectiveness of this Agreement, which provides the Social Award (as defined below) as a replacement award for the 2018-2020 LTIP, and the effectiveness of the grant of the Social Award;

WHEREAS, SciGames has been pursuing a potential initial public offering of a minority stake in its Social Gaming business, which would involve the issuance and sale of shares of Class A common stock of SciPlay (such shares, the “ SciPlay Shares ” and, such offering, the “ Social IPO ”);

WHEREAS, following the Social IPO, SciPlay will be the sole manager of SciPlay Parent Company, LLC, a Nevada limited liability company (“ SciPlay Parent ”);

WHEREAS, in anticipation of, and following, the Social IPO, Executive is expected to serve as Executive Chairman of SciPlay and provide substantial services on behalf of SciPlay and its subsidiaries and affiliates, including SciPlay Parent; and

WHEREAS, in connection with the Social IPO, the parties desire to provide Executive with a long-term incentive award on the terms and conditions set forth below.

1. Effectiveness . This Agreement shall become effective upon the consummation of the Social IPO (such date, the “ Effective Date ”). The parties hereto acknowledge that this Agreement is expressly contingent upon the consummation of the Social IPO and that in the event SciGames determines not to consummate the Social IPO, this Agreement shall be null and void ab initio .

2. Definitions . Capitalized terms used but not defined herein have the meanings ascribed to them in the Employment Agreement. As used in this Agreement, the following terms have the following meanings:

a. “ 2017 Adjusted EBITDA ” means $100 million.

b. “ 2017 Revenue ” means $360 million.

c. “ 2020 Adjusted EBITDA ” means Adjusted EBITDA for SciPlay and its subsidiaries for the 2020 fiscal year excluding: (i) non-recurring or one-time financial results that the Committee determines must be excluded to ensure 2017 Adjusted EBITDA and 2020 Adjusted EBITDA are calculated on the same basis; (ii) the impact (positive or negative) of any acquisitions, joint ventures or other similar transactions completed on or after January 1, 2018 (collectively, “ Transactions ”), as determined by the Committee; and (iii) expenses that the Committee determines would not have been incurred by the Pre-IPO Business, such as expenses associated with being a public company. For the avoidance of doubt, 2020 Adjusted EBITDA shall be calculated on a basis consistent with 2017 Adjusted EBITDA both with respect to accounting principles and types of exclusions in a manner that is not to the benefit or the detriment of Executive; provided that the Committee shall retain discretion to provide for different treatment with respect to different Transactions, based on considerations such as the applicable Transaction’s structure or financing arrangements.

d. “ 2020 Revenue ” means the Revenue of SciPlay and its subsidiaries for the 2020 fiscal year excluding: (i) non-recurring or one-time financial results that the Committee determines must be excluded to ensure 2017 Revenue and 2020 Revenue are calculated on the same basis; and (ii) the impact (positive or negative) of any Transactions, as determined by the Committee. For the avoidance of doubt, 2020 Revenue shall be calculated on a basis consistent with 2017 Revenue both with respect to accounting principles and types of exclusions in a manner that is not to the benefit or the detriment of Executive; provided that the Committee shall retain discretion to provide for different treatment with respect to different Transactions, based on considerations such as the applicable Transaction’s structure or financing arrangements.

e. “ Committee ” means the Compensation Committee of the Board of Directors of SciPlay.

f. “ Adjusted EBITDA ” means earnings before interest, tax, depreciation and amortization expense, adjusted to exclude: (i) contingent acquisition consideration; (ii) restructuring and other, which includes charges or expenses attributable to: (1) employee severance; (2) management changes; (3) restructuring and integration; (4) M&A and other, which includes: (A) M&A transaction costs; (B) purchase accounting adjustments; (C) unusual items (including certain legal settlements); and (D) other non-cash items; and (5) cost-savings initiatives; (iii) stock-based compensation expense; (iv) loss (gain) on debt financing transactions; and (v) other non-operating expenses (income) including foreign currency (gains) and losses.

g. “ Plan ” means the SciPlay Corporation Long-Term Incentive Plan or, if by a different name, the long-term equity incentive plan of SciPlay in effect upon the consummation of the Social IPO.

h. “ Pre-IPO Business ” means SciGames’ Social Gaming business, which for the 2017 fiscal year was comprised of SG Nevada Holding Company II, LLC (now known as SG Social Holding Company II, LLC) and all of its subsidiaries; provided that the Committee shall determine what constitutes the Pre-IPO Business.

i. “ Qualifying SciPlay Termination ” means a termination of Executive’s employment as Executive Chairman by SciPlay without Cause or a termination of Executive’s employment as Executive Chairman by Executive for Good Reason. Good Reason as used in this definition shall also include a termination of Executive’s employment as Executive

Chairman of SciPlay as a result of SciGames requiring Executive to resign his position as Executive Chairman of SciPlay in order to retain a position with SciGames or its affiliates.

j. “ Revenue ” means revenue, as determined in accordance with U.S. Generally Accepted Accounting Principles.

3. Social Award Grant . The “ Social Award ” shall consist of performance-conditioned restricted stock units (“ PRSUs ”) with respect to SciPlay Shares. The Social Award shall be granted effective as of the later of the consummation of the Social IPO and the first date on which the Plan has been approved by the Board of Directors of SciPlay and SciPlay’s stockholders. The target number of PRSUs subject to the Social Award shall be equal to the number of SciPlay Shares determined by dividing $12 million by the initial offering price of a SciPlay Share in the Social IPO, as determined by the Pricing Committee (or other applicable committee) of the Board of Directors of SciPlay.

4. Vesting . Provided (x) Executive remains an employee or director of SciPlay or any of its subsidiaries or of SciGames or any of its subsidiaries, in either case, through December 31, 2020 or (y) if Executive’s employment is terminated earlier by SciPlay and SciGames and their respective subsidiaries without Cause or by Executive for Good Reason (in the case of (y), subject to Executive’s compliance with Section 4(k) of the Employment Agreement), one-third of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Revenue (the “ Revenue PRSUs ”) and two-thirds of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Adjusted EBITDA (the “ AEBITDA PRSUs ”), in each case, as set forth below; provided that, in the event that Executive receives a notice of termination without Cause from either SciPlay or SciGames and not from the other entity, then Executive shall also be deemed to have been terminated without Cause from such other entity if (1) Executive has incurred a “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) from such other entity as a result of such other entity reducing the scope of services to be provided by Executive and (2) there has not been a finding by such other entity that grounds for termination of Executive’s employment for Cause exist.

a. The Revenue PRSUs shall be forfeited in their entirety if 2020 Revenue does not exceed 2017 Revenue, and shall vest at target if 2020 Revenue equals or exceeds $720 million. If 2020 Revenue is between 2017 Revenue and $720 million, the number of Revenue PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of Revenue PRSUs if 2020 Revenue equals 2017 Revenue to 100% of the target number of Revenue PRSUs if 2020 Revenue equals or exceeds $720 million.

b. The AEBITDA PRSUs shall be forfeited in their entirety if 2020 Adjusted EBITDA does not exceed 2017 Adjusted EBITDA, and shall vest at target if 2020 Adjusted EBITDA equals or exceeds $250 million. If 2020 Adjusted EBITDA is between 2017 Adjusted EBITDA and $250 million, the number of AEBITDA PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals 2017 Adjusted EBITDA to 100% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals or exceeds $250 million.

c. Notwithstanding anything in the award agreement to the contrary, the Committee may adjust the number of PRSUs that vest if it determines that, because of changes in the value of SciPlay Shares from the initial offering price of the Social IPO, vesting as set forth above would result in Executive receiving substantially more or less in value than contemplated by the parties. For example, if the stock price at the time of vesting is three times the initial

offering price, such that if the Social Award fully vests Executive would receive SciPlay Shares worth $36 million, the Committee may reduce the number of PRSUs that vest. In no event, however, shall any such increase or reduction in the number of PRSUs that vest result in Executive receiving more or less in value than if the price per share of SciPlay Shares at the time of vesting is unchanged from the initial offering price of the Social IPO.

5. Payment . The SciPlay Shares underlying the PRSUs that vest in accordance with Section 4 shall be delivered to Executive as soon as practicable following the date on which SciPlay’s 2020 fiscal year results are audited and approved by the Committee, but in no event later than March 15, 2021.

6. The Plan; Change in Control .

a. The Social Award shall be granted pursuant to the Plan, subject to the terms and conditions of the Plan, except to the extent otherwise provided herein, and evidenced by the execution of an award agreement pursuant thereto, but in all respects consistent with the terms of this Agreement. For the avoidance of doubt, notwithstanding anything in the Plan to the contrary, no terms of this Agreement shall be altered or diminished in any manner without the written consent of Executive.

b. In the event a “Change in Control” (as defined in the Plan) occurs prior to the determination of the Committee of the number of PRSUs that vest pursuant to Section 4 of this Agreement or a forfeiture of the PRSUs in accordance with this Agreement, then (i) if a Qualifying SciPlay Termination occurred prior to such Change in Control, then 2020 Revenue and 2020 Adjusted EBITDA shall be deemed achieved at $720 million and $250 million, respectively, such that Executive shall vest in the target number of PRSUs or (ii) in all other cases, the Social Award shall be treated in accordance with Section 9(a) of the Plan (i.e., vest based on a performance level determined by the Committee); provided that the Committee shall have full discretion to adjust the form of consideration that may be payable in respect of the Social Award in connection with a Change in Control into cash or equity of the successor to, or parent entity of, SciPlay following such Change in Control on a basis providing for equal value at the time of such adjustment. In the event the PRSUs vest in accordance with this Section 6(b), the consideration underlying such PRSUs shall be delivered to Executive within 15 business days following the occurrence of the Change in Control.

7. Taxes and Internal Revenue Code 409A . All payments made to Executive will be subject to and made in accordance with Section 3(f) of the Employment Agreement. Unless otherwise elected by Executive, with respect to any tax obligation (whether federal, state, local, foreign or otherwise) of Executive arising with respect to the Social Award, SciPlay shall reduce the number of SciPlay Shares due with respect to the Social Award by a number of SciPlay Shares having a fair market value (as determined by the Committee and measured as of the date on which the tax obligation is incurred) sufficient to cover the amount of any applicable tax obligation. To the extent all or a portion of the Social Award constitutes deferred compensation subject to Section 409A, Section 4(g) of the Employment Agreement shall apply to the Social Award, in each case, mutatis mutandis .

8. Forfeiture; “Clawback” Policies . Section 5.6 of the Employment Agreement shall apply to the Social Award, mutatis mutandis .

9. Construction . The provisions of the Social Award shall be interpreted and administered as determined by the Committee in a manner to prevent duplication of the aggregate opportunity provided hereunder.

10. Determinations by Committee . All determinations by the Committee (or by the Board of Directors of SciPlay or any committee thereof) under this Agreement shall be made in its good faith and reasonable discretion, with Executive having the opportunity to provide input to a member of the Committee (or the Board of Directors of SciPlay or any committee thereof, as applicable). The Committee shall consult with the SciGames Compensation Committee concerning its determinations.

11. Governing Law; Arbitration . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions. Section 12(b) of the Employment Agreement shall apply to this Agreement, mutatis mutandis .

12. Counterparts . This Amendment may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

13. Survivability . The provisions of this Agreement which by their terms call for performance subsequent to termination of Executive’s employment hereunder, or of this Agreement, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

14. Notices . All notices and other communications to be given or to otherwise be made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail or by a recognized national courier service, postage or charges prepaid, (a) to SciPlay, at 6601 Bermuda Road, Las Vegas, NV 89119, Attn: General Counsel, (b) to Executive, at the last address shown in the Company’s records, with a copy (which shall not constitute notice) to: Gillian Emmett Moldowan, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022, or (c) to such other replacement address as may be designated in writing by the addressee to the addressor.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of [ · ], 2019.

	SCIPLAY CORPORATION

	By:
	Name:
	Title:



	Barry L. Cottle

[Signature Page to Social Award Agreement]

Exhibit 10.13

Employment Agreement

This Employment Agreement (this “ Agreement ”) is made as of April , 2019 by and between SciPlay Parent Company, LLC, a Nevada limited liability company (the “ Company ”), and Josh Wilson (“ Executive ”).

WHEREAS, Phantom EFX, LLC, an affiliate of the Company, and Executive entered into an Employment Agreement dated September 16, 2015, which was amended on July 21, 2016 and January 22, 2018 (the “ Prior Employment Agreement ”); and

WHEREAS, the Company and Executive wish to enter into this Agreement as of the Effective Date, which shall supersede and replace the Prior Employment Agreement in all respects;

NOW, THEREFORE, in consideration of the premises and mutual benefits to be derived herefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Executive, the parties agree as follows.

1. Employment; Term . The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, in accordance with and subject to the terms and conditions set forth in this Agreement. This term of employment of Executive under this Agreement (the “ Term ”) shall be the period commencing on the consummation of the initial public offering of a minority stake in Scientific Games Corporation’s Social Gaming business (the “ Effective Date ”) and ending on the third anniversary of the Effective Date, as may be extended in accordance with this Section 1 and subject to earlier termination in accordance with Section 4. The Term shall be extended automatically without further action by either party by one (1) additional year (added to the end of the Term), and then on each succeeding annual anniversary thereafter, unless either party shall have given written notice to the other party prior to the date which is sixty (60) days prior to the date upon which such extension would otherwise have become effective electing not to further extend the Term, in which case Executive’s employment shall terminate on the date upon which such extension would otherwise have become effective, unless earlier terminated in accordance with Section 4.

2. Position and Duties . During the Term, Executive will serve as Chief Executive Officer of SciPlay Corporation (“ SciPlay ”) and as an officer or director of any subsidiary or affiliate of the Company if elected or appointed to such positions, as applicable, during the Term. In such capacities, Executive shall perform such duties and shall have such responsibilities as are normally associated with such positions, and as otherwise may be assigned to Executive from time to time by or upon the authority of the board of directors of SciPlay (the “ Board ”). Subject to Section 4(e), Executive’s functions, duties and responsibilities are subject to reasonable changes as the Company or SciPlay may in good faith determine from time to time. Executive hereby agrees to accept such employment and to serve the Company and its subsidiaries and affiliates to the best of Executive’s ability in such capacities, devoting all of Executive’s business time to such employment.

3. Compensation .

(a) Base Salary . During the Term, Executive will receive a base salary of Five Hundred Thousand U.S. dollars (US$500,000) per annum (pro-rated for any partial year), payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive. In the event that the Company, in its sole discretion, from time to time determines to increase Executive’s base salary, such increased amount shall, from and after the effective date of such increase, constitute the “ base salary ” of Executive for purposes of this Agreement.

(b) Short-Term Incentive Compensation Program . Executive shall have the opportunity annually to earn incentive compensation. For the 2019 and 2020 fiscal years, Executive shall have the opportunity to earn amounts determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion in accordance with the applicable short-term incentive compensation plan of the Company for such fiscal years (the “ STIP ”). At such time that a final STIP plan document is adopted by the Compensation Committee, a copy will be provided to Executive. Under the STIP, Executive shall have the opportunity annually to earn up to 100% of Executive’s base salary as cash incentive compensation (“ Cash Incentive Compensation ”) and up to 100% of Executive’s base salary as performance-based equity incentive compensation on the terms and subject to the conditions of the STIP.

(c) Long-Term Senior Executive Incentive Plan . During the Term, Executive shall be eligible to participate in the senior executive incentive plan for the Company (the “ SEIP ”) in accordance with the terms for such SEIP. At such time that a final SEIP plan document is adopted by the Compensation Committee, a copy will be provided to Executive. Any payout under the SEIP will be based on the growth of the business of the Company and its affiliates during the measurement period as specified by the terms of the SEIP.

(d) Eligibility for Additional Incentive Plan(s) . In addition to the STIP and the SEIP, Executive shall have the opportunity to earn incentive compensation, including up to 125% of Executive’s base salary as performance-based annual equity grants, in amounts determined by the Compensation Committee in its sole discretion in accordance with the Company’s Long-Term Incentive Plan. Any incentive compensation earned by Executive will be subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive.

(e) Expense Reimbursement . Subject to Section 3(g), during the Term the Company shall reimburse Executive for all reasonable and necessary travel and other business expenses incurred by Executive in connection with the performance of Executive’s duties under this Agreement, on a timely basis upon timely submission by Executive of vouchers therefor in accordance with the Company’s standard policies and procedures.

(f) Employee Benefits . During the Term, Executive shall be entitled to participate, without discrimination or duplication, in any and all medical insurance, group health, disability, life insurance, accidental death and dismemberment insurance, 401(k) or other retirement, deferred compensation, stock ownership and such other plans and programs which are made generally available by the Company and its affiliates to similarly situated executives of the Company in accordance with the terms of such plans and programs and subject to the right of the Company (or its applicable affiliate) to at any time amend or terminate any such plan or program. Executive shall be entitled to paid time off, holidays and any other time off in accordance with the Company’s policies in effect from time to time. For all such employee benefits made available to Executive and which vary the level of benefits based on years of service or other duration of employment, Executive shall be given credit for Executive’s duration of employment with Phantom EFX, LLC.

(g) Taxes and Internal Revenue Code 409A . Payment of all compensation and benefits to Executive under this Agreement shall be subject to all legally required and customary withholdings. The Company makes no representations or warranties and shall have no responsibility regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations (“ Section 409A ”). Section 409A governs plans and arrangements that provide “nonqualified deferred compensation” (as defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the right to pay compensation and provide benefits under

this Agreement (including under Section 3 and Section 4) in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A. In addition, in the event any benefits or amounts paid to Executive hereunder are deemed to be subject to Section 409A, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Section 409A (including delaying payment until six (6) months following termination of employment). To the extent any payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits may be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent permissible under Section 409A, in a manner determined by the Company that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. References in this Section 3(g) to the Company shall also be deemed to refer to the Company’s affiliates where necessary to give effect to the intentions of this Section 3(g).

4. Termination of Employment . Executive’s employment may be terminated at any time prior to the end of the Term under the terms described in this Section 4, and the Term shall automatically terminate upon any termination of Executive’s employment. For purposes of clarification, except as provided in Section 5.6, all stock options, restricted stock units and other equity-based awards will be governed by the terms of the plans, grant agreements and programs under which such options, restricted stock units or other awards were granted on any termination of the Term and Executive’s employment with the Company.

(a) Termination by Executive for Other than Good Reason . Executive may terminate Executive’s employment hereunder for any reason or no reason upon 60 days’ prior written notice to the Company referring to this Section 4(a); provided , however , that a termination by Executive for “Good Reason” (as defined below) shall not constitute a termination by Executive for other than Good Reason pursuant to this Section 4(a). In the event Executive terminates Executive’s employment for other than Good Reason, Executive shall be entitled only to the following compensation and benefits (the payments set forth in Sections 4(a)(i) – 4(a)(iii), collectively, the “ Standard Termination Payments ”):

(i) any accrued but unpaid base salary for services rendered by Executive to the date of such termination, payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive;

(ii) any vested non-forfeitable amounts owing or accrued at the date of such termination under benefit plans, programs and arrangements set forth or referred to in Section 3(e) in which Executive participated during the Term (which will be paid under the terms and conditions of such plans, programs, and arrangements (and agreements and documents thereunder)); and

(iii) reasonable business expenses and disbursements incurred by Executive prior to such termination will be reimbursed in accordance with Section 3(d).

(b) Termination By Reason of Death . If Executive dies during the Term, the last beneficiary designated by Executive by written notice to the Company (or, in the absence of such designation, Executive’s estate) shall be entitled only to the Standard Termination Payments, including any benefits that may be payable under any life insurance benefit of Executive for which the Company pays

premiums, in accordance with the terms of any such benefit and subject to the right of the Company (or its applicable affiliate) to at any time amend or terminate any such benefit.

(c) Termination By Reason of Total Disability . The Company may terminate Executive’s employment in the event of Executive’s “Total Disability.” For purposes of this Agreement, “ Total Disability ” shall mean Executive’s (1) becoming eligible to receive benefits under any long-term disability insurance program of the Company or (2) failure to perform the duties and responsibilities contemplated under this Agreement for a period of more than 180 days during any consecutive 12-month period due to physical or mental incapacity or impairment. In the event that Executive’s employment is terminated by the Company by reason of Total Disability, Executive shall not be entitled to receive any compensation or benefits under this Agreement except for the Standard Termination Payments; provided , however , that the Executive may separately be entitled to disability payments pursuant to a disability plan sponsored or maintained by the Company or any of its affiliates providing benefits to Executive.

(d) Termination by the Company for Cause . The Company may terminate the employment of Executive at any time for “Cause.” For purposes of this Agreement, “ Cause ” shall mean: (i) gross neglect by Executive of Executive’s duties hereunder; (ii) Executive’s indictment for or conviction of a felony, or any non-felony crime or offense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Executive in connection with the performance of Executive’s duties hereunder; (iv) intentional breach by Executive of any material provision of this Agreement; (v) material violation by Executive of a material provision of SciPlay’s Code of Business Conduct; or (vi) any other willful or grossly negligent conduct of Executive that would make the continued employment of Executive by the Company materially prejudicial to the best interests of the Company. In the event Executive’s employment is terminated for “Cause,” Executive shall not be entitled to receive any compensation or benefits under this Agreement except for the Standard Termination Payments.

(e) Termination by the Company without Cause or by Executive for Good Reason . The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.”

For purposes of this Agreement “ Good Reason ” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s duties, positions, titles, or offices following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary provided under this Agreement; (C) the Company requiring Executive to be based anywhere other than within fifty (50) miles of Executive’s job location as of the Effective Date, except for reasonably required travel on the Company’s business; or (D) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided , however , that a termination by Executive for Good Reason under any of clauses (A) through (D) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a

termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

(i) the Standard Termination Payments;

(ii) an amount equal to the sum of (A) Executive’s annual base salary then in effect multiplied by two (2) and (B) an amount equal to the highest Cash Incentive Compensation paid to Executive in respect of the two (2) most recent fiscal years of the Company , but not more than Executive’s base salary for the then current fiscal year; provided that, if such termination occurs prior to payment of the Cash Incentive Compensation for fiscal year 2020, such amount shall be Executive’s base salary for the current fiscal year (such amount under this sub-clause (B), the “ Severance Bonus Amount ”), such amount under this clause (ii) payable in equal installments in accordance with the Company’s normal payroll practices over a period of twenty-four (24) months after such termination, and otherwise in accordance with Section 4(g);

(iii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any Cash Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Cash Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed by the Company or Phantom EFX, LLC in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;

(iv) if Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the full monthly premiums for such coverage on a monthly basis until the earlier of: (A) a period of twelve (12) months has elapsed; or (B) Executive is eligible for medical coverage under a plan provided by a new employer; and

(v) in the event such termination occurs prior to the payout of any outstanding awards under the SEIP then held by Executive for which the applicable performance period has commenced prior to the date of such termination, payment of an amount equal to (A) the amount which would have been payable to Executive pursuant to such award had Executive remained in employment with the Company until the payout of such award, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed by the Company or Phantom EFX, LLC during the applicable performance period, and the denominator of which is the total number of days in such performance period (the “ Pro-Rata SEIP Payment .”)

For the avoidance of doubt, any awards under the SEIP held by Executive for which the applicable performance period has not commenced prior to the date of such termination shall be forfeited in full.

(f) Expiration of Term of Agreement. In the event Executive’s employment is terminated by the Company at the end of the Term, Executive shall receive:

(i) the Standard Termination Payments;

(ii) an amount equal to the Executive’s annual base salary then in effect payable in equal installments in accordance with the Company’s normal payroll practices over a period of 12 months after such termination, and otherwise in accordance with Section 4(g);

(iii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any Cash Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Cash Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed by the Company in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;

(v) the Pro-Rata SEIP Payment.

(g) Timing of Certain Payments under Section 4 . For purposes of Section 409A, references herein to the Executive’s “termination of employment” shall refer to Executive’s separation of services with the Company within the meaning of Treas. Reg. Section 1.409A-1(h). If at the time of Executive’s separation of service with the Company other than as a result of Executive’s death, (i) Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code), (ii) one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, and (iii) the deferral of the commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, such payments may be made as follows: (i) no payments for a six-month period following the date of Executive’s separation of service with the Company; (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-month period paid in a lump sum on the first payroll date following six (6) months following the date of Executive’s separation of service with the Company (subject to such deductions or amounts to be withheld as required by applicable law and regulations); and (iii) during the period beginning six (6) months following Executive’s separation of service with the Company through the remainder of the applicable period, payment of the remaining amount due in equal installments in accordance with the Company’s standard payroll practices (subject to such deductions or amounts to be withheld as required by applicable law and regulations).

(h) Mitigation . In the event the Executive’s employment is terminated in accordance with Section 4(e) or (f) and Executive is employed by or otherwise engaged to provide services to another person or entity at any time prior to the end of any period of payments to or on behalf of Executive contemplated by this Section 4, Executive shall immediately advise the Company of such employment or engagement and his compensation therefor and the Company’s obligation to make payments pursuant to Section 4(e) or (f) shall be reduced by any base compensation payable to Executive during the applicable period through such other employment or engagement.

(i) Set-Off . To the fullest extent permitted by law and provided an acceleration of income or the imposition of an additional tax under Section 409A would not result, any amounts otherwise due to Executive hereunder (including any payments pursuant to this Section 4) shall be subject to set-off with respect to any amounts Executive otherwise owes the Company or any subsidiary or affiliate thereof.

(j) No Other Benefits or Compensation . Except as may be specifically provided under this Agreement, under any other effective written agreement between Executive and the Company, or under the terms of any plan or policy applicable to Executive, Executive shall have no right to receive any other compensation from the Company or any subsidiary or affiliate thereof, or to participate in any other plan, arrangement or benefit provided by the Company or any subsidiary or affiliate thereof, with respect to any future period after such termination or resignation. Executive acknowledges and agrees that Executive is entitled to no compensation or benefits from the Company or any of its subsidiaries or affiliates of any kind or nature whatsoever in respect of periods prior to the date of this Agreement.

(k) Release of Employment Claims; Compliance with Section 5 . Executive agrees, as a condition to receipt of any termination payments provided for in Section 4(e) or (f) (i.e., payments other than the Standard Termination Payments), that Executive will execute a general release agreement, in a form reasonably satisfactory to the Company, releasing any and all claims arising out of Executive’s employment and the termination of such employment. The Company shall provide Executive with the proposed form of general release agreement referred to in the immediately preceding sentence no later than five (5) days following the date of termination. Executive shall thereupon have at least 21 days to consider such general release agreement and, if Executive executes such general release agreement, shall have seven (7) days after execution of such general release agreement to revoke such general release agreement. Absent such revocation, such general release agreement shall become binding on Executive. If Executive does not revoke such general release agreement, payments contingent on such general release agreement shall be paid on the later of the 60 th day after the date of termination or the date such payments are otherwise scheduled to be paid pursuant to this Agreement (including pursuant to Section 4(g) hereof). The Company’s obligation to make any termination payments and benefits provided for in this Section 4 other than the Standard Termination Payments shall immediately cease if Executive willfully or materially breaches Section 5.1, 5.2, 5.3, 5.4, or 5.8.

(l) Section 280G . If the aggregate of all amounts and benefits due to the Executive under this Agreement or any other plan, program, agreement or arrangement of the Company or any of its affiliates, which, if received by the Executive in full, would constitute “parachute payments,” as such term is defined in and under Section 280G of the Code (collectively, “ Change in Control Benefits ”), reduced by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change in Control Benefits equal to an amount which is $1.00 less than three (3) times the Executive’s “base amount,” as defined in and determined under Section 280G of the Code, then such Change in Control Benefits shall be reduced or eliminated to the extent necessary so that the Change in Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change in Control Benefits is necessary, reduction shall occur in the following order unless the Executive elects in writing a different order, subject to the Company’s consent (which shall not be unreasonably withheld or delayed): (i) severance payment based on multiple of base salary; (ii) other cash payments; (iii) any pro-rated bonus paid as severance; (iv) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A — 24(c); (v) any equity awards accelerated or otherwise valued at full value, provided such equity awards are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A — 24(c); (vi) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A — 24(c); (vii)

acceleration of vesting of all other stock options and equity awards; and (viii) within any category, reductions shall be from the last due payment to the first.

It is possible that after the determinations and selections made pursuant to the preceding paragraph that the Executive will receive Change in Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by the preceding paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall promptly repay the Company an amount consistent with this paragraph. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this paragraph.

5. Noncompetition; Non-solicitation; Nondisclosure; etc .

5.1 Noncompetition; Non-solicitation .

(a) Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industries. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4(e) and (f)), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e)), Executive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 5, “ Competing Business ” shall mean any business or operations: (i)(A) involving the design, development, production, sale, lease, license, provision, operation or management (as the case may be) of (1) any mobile or online gaming games or game content, including social games or game content, whether accessed through websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies), (2) any mobile or online wagering products, including sports betting, whether accessed through websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies), or (3) any systems, applications, platforms, marketing programs, distribution channels, websites, proprietary or licensed content (including themes, entertainment and brands), loyalty and customer relationship management programs, or other products or services related to any of the foregoing under sub-clauses (1) or (2); or (B) in which the Company is then or was within the previous twelve (12) months engaged, or in which the Company, to Executive’s knowledge, contemplates to engage in during the Term or the Covered Time; (ii) in which Executive was engaged or involved (whether in an executive or supervisory capacity or otherwise) on behalf of the Company or with respect to which Executive has obtained proprietary or confidential information; and (iii) which were conducted anywhere in the United States or in any other geographic area in which such business was conducted or contemplated to be conducted by the Company. Notwithstanding anything to the contrary in the foregoing, the holding of up to one percent (1%) of the outstanding equity in a publicly traded entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.

(b) In further consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4(e) and (f)), Executive agrees that, during the Term (including any extensions thereof) and during the Covered Time, Executive shall not, directly or indirectly: (i) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to terminate his, her, or its relationship with the Company; (ii) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to become employees, agents, consultants or representatives of any other person or entity; (iii) solicit or attempt to induce any customer, vendor or distributor of the Company to curtail or cancel any business with the Company; or (iv) hire any person who, to Executive’s actual knowledge, is, or was within one-hundred and eighty (180) days prior to such hiring, an employee of the Company. Sections (i) and (ii) are limited to employees, agents, consultants and representatives with whom Executive had material contact for the purpose of performing Executive’s

job duties or about whom Executive obtained confidential information during Executive’s employment. Section (iii) is limited to customers, vendors and distributors with whom Executive had material contact for the purpose of performing his job duties, or about whom Executive obtained confidential information during his employment.

(c) During the Term (including any extensions thereof) and during the Covered Time, Executive agrees that upon the earlier of Executive’s (i) negotiating with any Competitor (as defined below) concerning the possible employment of Executive by the Competitor, (ii) responding to (other than for the purpose of declining) an offer of employment from a Competitor, or (iii) becoming employed by a Competitor, (A) Executive will provide copies of Section 5 of this Agreement to the Competitor, and (B) in the case of any circumstance described in clause (iii) of this section occurring during the Covered Time, and in the case of any circumstance described in clauses (i) or (ii) of this section occurring during the Term or during the Covered Time, Executive will promptly provide notice to the Company of such circumstances. Executive further agrees that the Company may provide notice to a Competitor of Executive’s obligations under this Agreement. For purposes of this Agreement, “ Competitor ” shall mean any person or entity (other than the Company, its subsidiaries or affiliates) that engages, directly or indirectly, in the United States or any other geographic area in any Competing Business; provided, however , the parties agree that an entity that is a Competitor solely on the basis that it is a distributor, general platform, advertising platform or licensor shall not be deemed to be engaged in a Competing Business.

(d) Executive understands that the restrictions in this Section 5.1 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and acknowledges that the consideration provided under this Agreement (including Sections 3 and 4(e) and (f)) is sufficient to justify such restrictions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that Executive will not assert in any forum that such restrictions prevent Executive from earning a living or otherwise should be held void or unenforceable.

(e) For purposes of this Section 5.1, “ Covered Time ” shall mean the period beginning on the date of termination of Executive’s employment and ending twenty-four (24) months thereafter.

(f) In the event that a court of competent jurisdiction or arbitrator(s), as the case may be, determine that the provisions of this Section 5.1 are unenforceable for any reason, the parties acknowledge and agree that the court or arbitrator(s) is expressly empowered to reform any provision of this Section so as to make them enforceable as described in Section 10 below.

5.2 Proprietary Information; Inventions.

(a) Executive acknowledges that, during the course of Executive’s employment with the Company, Executive necessarily will have (and during any employment by, or affiliation with, the Company prior to the Term has had) access to and make use of proprietary information and confidential records of the Company. Executive covenants that Executive shall not during the Term or at any time thereafter, directly or indirectly, use for Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any person or entity, any such proprietary information, unless and to the extent such disclosure has been authorized in writing by the Company or is otherwise required by law. The term “ proprietary information ” means: (i) the software products, programs, applications, and processes utilized by the Company; (ii) the name and/or address of any customer or vendor of the Company or any information concerning the transactions or relations of any customer or vendor of the Company with the Company; (iii) any information concerning any product, technology, or procedure employed by the Company but not generally known to its customers or vendors or competitors, or under development by or being tested by the Company but not at the time offered generally to customers or vendors; (iv) any information relating to the Company’s computer software, computer systems, pricing or

marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans; (v) any information identified as confidential or proprietary in any line of business engaged in by the Company; (vi) any information that, to Executive’s actual knowledge, the Company ordinarily maintains as confidential or proprietary; (vii) any business plans, budgets, advertising or marketing plans; (viii) any information contained in any of the Company’s written or oral policies and procedures or manuals; (ix) any information belonging to customers, vendors or any other person or entity which the Company, to Executive’s actual knowledge, has agreed to hold in confidence; and (x) all written, graphic, electronic data and other material containing any of the foregoing. Executive acknowledges that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information generally known or available to the public, information that becomes available to Executive on an unrestricted, non-confidential basis from a source other than the Company or any of its directors, officers, employees, agents or other representatives (without breach of any obligation of confidentiality of which Executive has knowledge, after reasonable inquiry, at the time of the relevant disclosure by Executive), or general internet-based or mobile wagering or social gaming industry information to the extent not particularly related or proprietary to the Company that was already known to Executive at the time Executive commences his employment by the Company that is not subject to nondisclosure by virtue of Executive’s prior employment or otherwise. Notwithstanding the foregoing and Section 5.3, Executive may disclose or use proprietary information or confidential records solely to the extent (A) such disclosure or use may be required or appropriate in the performance of his duties as a director or employee of the Company, (B) required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information (provided that in such case Executive shall first give the Company prompt written notice of any such legal requirement, disclose no more information than is so required and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information), (C) such information or records becomes generally known to the public without his violation of this Agreement, or (D) disclosed to Executive’s spouse, attorney and/or his personal tax and financial advisors to the extent reasonably necessary to advance Executive’s tax, financial and other personal planning (each an “ Exempt Person ”); provided , however , that any disclosure or use of any proprietary information or confidential records by an Exempt Person shall be deemed to be a breach of this Section 5.2 or Section 5.3 by Executive.

(b) Executive agrees that all processes, technologies and inventions (collectively, “ Inventions ”), including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by Executive during the Term (and during any employment by, or affiliation with, the Company prior to the Term) shall belong to the Company, provided that such Inventions grew out of Executive’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials. Executive shall further: (i) promptly disclose such Inventions to the Company; (ii) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (iii) sign all papers necessary to carry out the foregoing; and (iv) give testimony in support of Executive’s inventorship. If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by Executive within two (2) years after the termination of Executive’s employment with the Company, it is to be presumed that the Invention was conceived or made during the Term. Executive agrees that Executive will not assert any rights to any Invention as having been made or acquired by Executive prior to the date of this Agreement, except for Inventions, if any, disclosed in Exhibit A to this Agreement.

5.3 Confidentiality and Surrender of Records . Executive shall not, during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the

Company terminates), except to the extent required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any person or entity other than in the course of such person’s or entity’s employment or retention by the Company, nor shall Executive retain, and will deliver promptly to the Company, any of the same following termination of Executive’s employment hereunder for any reason or upon request by the Company. For purposes hereof, “ confidential records ” means those portions of correspondence, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information. All confidential records shall be and remain the sole property of the Company during the Term and thereafter.

Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i). Executive understands that activities protected by Sections 5.2 and 5.3 may include disclosure of trade secret or confidential information within the limitations permitted by the Defend Trade Secrets Act (“ DTSA ”). And, in this regard, Executive acknowledges notification that under the DTSA no individual will be held criminally or civilly liable under Federal or State trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. And, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

5.4 Non-disparagement . Executive shall not, during the Term and thereafter, disparage in any material respect the Company, any affiliate of the Company, any of their respective businesses, any of their respective officers, directors or employees, or the reputation of any of the foregoing persons or entities. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from making truthful statements that are required by applicable law, regulation or legal process.

5.5 No Other Obligations . Executive represents that Executive is not precluded or limited in Executive’s ability to undertake or perform the duties described herein by any contract, agreement or restrictive covenant. Executive covenants that Executive shall not employ the trade secrets or proprietary information of any other person in connection with Executive’s employment by the Company without such person’s authorization.

5.6 Forfeiture of Outstanding Equity Awards; “Clawback” Policies . The other provisions of this Agreement notwithstanding, if Executive willfully and materially fails to comply with Section 5.1, 5.2, 5.3, 5.4, or 5.8, all options to purchase common stock, restricted stock units and other equity-based awards granted by the Company or any of its affiliates (whether prior to, contemporaneous with, or subsequent to the date hereof) and held by Executive or a transferee of Executive shall be immediately forfeited and cancelled. Executive acknowledges and agrees that, notwithstanding anything contained in this Agreement or any other agreement, plan or program, any incentive-based compensation or benefits contemplated under this Agreement (including incentive compensation and equity-based awards) shall be subject to recovery by the Company under any compensation recovery or “clawback” policy, generally applicable to executives of the Company, that the Company may adopt from time to time,

including any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock may be listed.

5.7 Enforcement . Executive acknowledges and agrees that, by virtue of Executive’s position, services and access to and use of confidential records and proprietary information, any violation by Executive of any of the undertakings contained in this Section 5 would cause the Company immediate, substantial and irreparable injury for which it has no adequate remedy at law. Accordingly, Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained in this Section 5. Executive waives posting of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Section 5 are cumulative and shall be in addition to rights and remedies otherwise available to the parties hereunder or under any other agreement or applicable law.

5.8 Cooperation with Regard to Litigation . Executive agrees to cooperate reasonably with the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), by being available to testify on behalf of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative. In addition, except to the extent that Executive has or intends to assert in good faith an interest or position adverse to or inconsistent with the interest or position of the Company, Executive agrees to cooperate reasonably with the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), to assist the Company in any such action, suit, or proceeding by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, in each case, as reasonably requested by the Company. The Company agrees to pay (or reimburse, if already paid by Executive) all reasonable travel and communication expenses actually incurred in connection with Executive’s cooperation and assistance.

5.9 Survival . The provisions of this Section 5 shall survive the termination of the Term and any termination or expiration of this Agreement.

5.10 Company . For purposes of this Section 5, references to the “ Company ” shall include the Company and each subsidiary and/or affiliate of the Company (and each of their respective joint ventures and equity method investees).

6. Code of Conduct . Executive acknowledges that Executive has read the Company’s Code of Business Conduct and agrees to abide by such Code of Business Conduct, as amended or supplemented from time to time, and other policies applicable to employees and executives of the Company.

7. Indemnification . The Company shall indemnify Executive to the full extent permitted under the Company’s Certificate of Incorporation or By-Laws and pursuant to any other agreements or policies in effect from time to time in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company.

8. Assignability; Binding Effect . Neither this Agreement nor the rights or obligations hereunder of the parties shall be transferable or assignable by Executive, except in accordance with the laws of descent and distribution and as specified below. The Company may assign this Agreement and the Company’s rights and obligations hereunder to any affiliate of the Company, provided that upon any such assignment the Company shall remain liable for the obligations to Executive hereunder. This Agreement shall be binding upon and inure to the benefit of Executive, Executive’s heirs, executors, administrators,

and beneficiaries, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.

9. Complete Understanding; Amendment; Waiver .

(a) This Agreement constitutes the complete understanding between the parties with respect to the employment of Executive and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, including superseding any entitlements to benefits or payments pursuant to any severance plan, policy, practice or arrangement maintained by the Company or any affiliate thereof as of the Effective Date, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. Except as contemplated by Sections 3(g), 5.1(f) and 10, this Agreement shall not be modified, amended or terminated except by a written instrument signed by each of the parties. Any waiver of any term or provision hereof, or of the application of any such term or provision to any circumstances, shall be in writing signed by the party charged with giving such waiver. Waiver by either party of any breach hereunder by the other party shall not operate as a waiver of any other breach, whether similar to or different from the breach waived. No delay by either party in the exercise of any rights or remedies shall operate as a waiver thereof, and no single or partial exercise by either party of any such right or remedy shall preclude other or further exercise thereof.

(b) Notwithstanding the generality of Section 9(a), the parties and Phantom EFX, LLC, which shall be a party to this Agreement solely for purposes of this Section 9(b), agree that the Prior Employment Agreement shall terminate and be of no further force or effect as of the Effective Date.

10. Severability . If any provision of this Agreement or the application of any such provision to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties agree that the court making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

11. Survivability . The provisions of this Agreement which by their terms call for performance subsequent to termination of Executive’s employment hereunder, or of this Agreement, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

12. Governing Law; Arbitration .

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions.

(b) Arbitration .

(i) Executive and the Company agree that, except for claims for workers’ compensation, unemployment compensation, and any other claim that is non-arbitrable under applicable law, final and binding arbitration shall be the exclusive forum for any dispute or controversy between them, including disputes arising under or in connection with this Agreement, Executive’s employment, and/or termination of employment, with the Company; provided , however , that the Company shall be entitled to commence an action in any court of competent jurisdiction for injunctive relief in connection with any alleged actual or threatened violation of any provision of Section 5. For purposes of entering judgment on an arbitrators award) or seeking injunctive relief with regard to Section 5, the Company and Executive hereby consent to the exclusive personal jurisdiction in the state and federal courts located in Las Vegas, Nevada; provided that damages for any alleged violation of Section 5, as well as any claim, counterclaim or cross-claim brought by Executive or any third-party in response to, or in connection with any court action commenced by the Company seeking said injunctive relief shall remain exclusively subject to final and binding arbitration as provided for herein. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum. Thus, except for the claims carved out above, this Agreement includes all common-law and statutory claims (whether arising under federal state or local law), including any claim for breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful termination, and gender, age, national origin, sexual orientation, marital status, disability, or any other protected status.

(ii) Any arbitration under this Agreement shall be filed exclusively with, and administered by, the American Arbitration Association in Las Vegas, Nevada before three arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration. The Company and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Company shall pay all costs uniquely attributable to arbitration, including the administrative fees and costs of the arbitrators. Each party shall pay that party’s own costs and attorney fees, if any, unless the arbitrators rule otherwise. Executive understands that Executive is giving up no substantive rights, and this Agreement simply governs forum. The arbitrators shall apply the same standards a court would apply to award any damages, attorney fees or costs. Executive shall not be required to pay any fee or cost that Executive would not otherwise be required to pay in a court action, unless so ordered by the arbitrators.

EXECUTIVE INITIALS:

COMPANY INITIALS:

(c) WAIVER OF JURY TRIAL. BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND VOLUNTARILY WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS ARBITRATION PROVISION.

13. Titles and Captions . All paragraph titles or captions in this Agreement are for convenience only and in no way define, limit, extend or describe the scope or intent of any provision hereof.

14. Joint Drafting . In recognition of the fact that the parties had an equal opportunity to negotiate the language of, and draft, this Agreement, the parties acknowledge and agree that there is no single drafter of this Agreement and, therefore, the general rule that ambiguities are to be construed against the drafter is, and shall be, inapplicable. If any language in this Agreement is found or claimed to be ambiguous, each party shall have the same opportunity to present evidence as to the actual intent of the parties with respect to any such ambiguous language without any inference or presumption being drawn against any party hereto.

15. Notices . All notices and other communications to be given or to otherwise be made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail or by a recognized national courier service, postage or charges prepaid, (a) to SciPlay Corporation, Attn: Legal Department, 6601 Bermuda Road, Las Vegas NV 89119, (b) to Executive, at the last address shown in the Company’s records, or (c) to such other replacement address as may be designated in writing by the addressee to the addressor.

16. Licensing Requirements . To the extent required by his position, Executive may be required to submit to background, suitability and licensing investigations conducted by multiple regulators. Executive agrees to fully cooperate with both the Company and any regulators by furnishing all requested information, including personal information regarding Executive and Executive’s family members, and documentation during the regulatory process if required. Executive agrees to fully cooperate with and conform to all regulatory requests for information in the required timeframe. Compliance with this requirement is a material provision of this Agreement.

17. Interpretation . When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” unless the context otherwise indicates. When a reference in this Agreement is made to a “party” or “parties,” such reference shall be to a party or parties to this Agreement unless otherwise indicated or the context requires otherwise. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto”, “hereunder” and derivative or similar words in this Agreement refer to this entire Agreement. Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. References in this Agreement to “dollars” or “$” are to U.S. dollars. When a reference is made in this Agreement to a law, statute or legislation, such reference shall be to such law, statute or legislation as it may be amended, modified, extended or re-enacted from time to time (including any successor law, statute or legislation) and shall include any regulations promulgated thereunder from time to time. The headings used herein are for reference only and shall not affect the construction of this Agreement.

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IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date above written.

	SCIPLAY PARENT COMPANY, LLC

	By:


	EXECUTIVE


	JOSH WILSON


	Solely for purposes of Section 9(b) of the agreement, PHANTOM EFX, LLC

	By:

	[ · ]

Exhibit A

Inventions

NONE

Exhibit 10.14

April [ · ], 2019

Dear Mike,

I am pleased to confirm your new position of Chief Financial Officer of SciPlay Corporation reporting directly to the Chief Executive Officer. More details for this position are listed below:

Employer	SciPlay Parent Company, LLC (the “Company”)

Annual Base Salary	$ 317,498.00

Incentive Compensation Opportunities	· Eligibility for participation in the Short Term Incentive Program (STIP)* · Eligibility for participation in the Senior Executive Incentive Program (SEIP)* · Eligibility for grants made in connection with the SciPlay Corporation Long-Term Incentive Plan (LTIP)*

STIP Target (as % of base salary)	50%

Effective Date of Change	The date of the consummation of the initial public offering of a minority stake in Scientific Games Corporation’s Social Gaming business (the “Social IPO”)

* Subject to the terms and conditions, including the performance criteria, for the STIP, SEIP and LTIP approved by the Board of SciPlay Corporation, which will be communicated to you separately.

This position is conditioned on your signing the Company’s Employee Intellectual Material, Secrecy, Non-Competition & Non-Solicitation Agreement. All other conditions not mentioned in this letter but which are contained in your original offer letter or subsequent letters will continue to apply. Nothing in this memorandum constitutes a contract of employment and your employment with the Company remains “at-will.” In the event that Scientific Games Corporation determines not to consummate the Social IPO, this offer shall be null and void ab initio .

Thank you for your continued hard work, passion and dedication. We appreciate you and all that you do.


Yours sincerely,

[Name, title]

Acknowledge and Accept Terms and Conditions:


Michael Cody

SciPlay Corporation

6601 Bermuda Road, Las Vegas, Nevada 89119

Exhibit 10.17

Social Award Agreement

This Social Award Agreement (this “ Agreement ”) is made as of [ · ], 2019 by and between SciPlay Corporation, a Nevada corporation (“ SciPlay ”), and M. Mendel Pinson (“ Pinson ”).

WHEREAS, Scientific Games Corporation, a Nevada corporation (“ SciGames ”), has been pursuing a potential initial public offering of a minority stake in its Social Gaming business, which would involve the issuance and sale of shares of Class A common stock of SciPlay (such shares, the “ SciPlay Shares ” and, such offering, the “ Social IPO ”);

WHEREAS, Pinson has provided substantial services on behalf of SciPlay and its subsidiaries and affiliates, including the provision of strategic advice regarding corporate development and strategy, including in connection with pursuing the Social IPO;

WHEREAS, in anticipation of, and following, the Social IPO, Pinson is expected to continue to provide substantial services on behalf of SciPlay and its subsidiaries and affiliates, leading SciPlay’s corporate development and strategy efforts, and providing SciPlay with strategic advice to shape and direct its corporate development and strategy (the “ Services ”); and

WHEREAS, in connection with the Social IPO, in recognition for the substantial services Pinson has provided and in return for Pinson providing the Services, SciPlay desires to provide Pinson with a long-term incentive award on the terms and conditions set forth below.

2. Definitions . As used in this Agreement, the following terms have the following meanings:

a. “ 2017 Adjusted EBITDA ” means $100 million.

b. “ 2017 Revenue ” means $360 million.

discretion to provide for different treatment with respect to different Transactions, based on considerations such as the applicable Transaction’s structure or financing arrangements.

d. “ 2020 Revenue ” means the Revenue of SciPlay and its subsidiaries for the 2020 fiscal year excluding: (i) non-recurring or one-time financial results that the Committee determines must be excluded to ensure 2017 Revenue and 2020 Revenue are calculated on the same basis; and (ii) the impact (positive or negative) of any Transactions, as determined by the Committee. For the avoidance of doubt, 2020 Revenue shall be calculated on a basis consistent with 2017 Revenue both with respect to accounting principles and types of exclusions in a manner that is not to the benefit or the detriment of Pinson; provided that the Committee shall retain discretion to provide for different treatment with respect to different Transactions, based on considerations such as the applicable Transaction’s structure or financing arrangements.

e. “ Adjusted EBITDA ” means earnings before interest, tax, depreciation and amortization expense, adjusted to exclude: (i) contingent acquisition consideration; (ii) restructuring and other, which includes charges or expenses attributable to: (1) employee severance; (2) management changes; (3) restructuring and integration; (4) M&A and other, which includes: (A) M&A transaction costs; (B) purchase accounting adjustments; (C) unusual items (including certain legal settlements); and (D) other non-cash items; and (5) cost-savings initiatives; (iii) stock-based compensation expense; (iv) loss (gain) on debt financing transactions; and (v) other non-operating expenses (income) including foreign currency (gains) and losses.

f. “ Committee ” means the Compensation Committee of the Board of Directors of SciPlay; provided that, for purposes of administering the Social Award (as defined below), Pinson shall not be considered a member of the Committee and shall recuse himself from all applicable meetings.

g. “ Cause ” means: (i) gross neglect by Pinson in the performance of the Services; (ii) Pinson’s indictment for or conviction of a felony, or any non-felony crime or offense involving the property of SciPlay or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Pinson in connection with the performance of the Services; (iv) material violation by Pinson of a material provision of SciPlay’s Code of Business Conduct, to the extent applicable to Pinson; or (v) any other willful or grossly negligent conduct of Pinson that would make the continued provision of the Services materially prejudicial to the best interests of SciPlay.

h. “ Good Reason ” means that, without Pinson’s prior written consent, the following shall have occurred: (i) SciPlay materially reduces the scope of the Services or materially interferes with Pinson’s ability to perform the Services, except as a result of Pinson’s death, disability or termination for Cause; or (ii) any material failure by SciPlay to perform any material obligation under, or material breach by SciPlay of any material provision of, this Agreement; provided , however , that a termination by Pinson for Good Reason shall not be considered effective unless Pinson shall have provided SciPlay with written notice of the specific reasons for such termination within 30 days after he has knowledge of the event or circumstance constituting Good Reason and SciPlay shall have failed to cure the event or condition allegedly constituting Good Reason within 30 days after such notice has been given to SciPlay and Pinson actually terminates the Services within one year following the initial occurrence of the event giving rise to Good Reason.

i. “ Plan ” means the SciPlay Corporation Long-Term Incentive Plan or, if by a different name, the long-term equity incentive plan of SciPlay in effect upon the consummation of the Social IPO.

j. “ Pre-IPO Business ” means SciGames’ Social Gaming business, which for the 2017 fiscal year was comprised of SG Nevada Holding Company II, LLC (now known as SG Social Holding Company II, LLC) and all of its subsidiaries; provided that the Committee shall determine what constitutes the Pre-IPO Business.

k. “ Qualifying Termination ” means a termination of the Services by SciPlay and its subsidiaries without Cause or by Pinson for Good Reason.

l. “ Revenue ” means revenue, as determined in accordance with U.S. Generally Accepted Accounting Principles.

3. Social Award Grant . The “ Social Award ” shall consist of performance-conditioned restricted stock units (“ PRSUs ”) with respect to SciPlay Shares. The Social Award shall be granted effective as of the later of the consummation of the Social IPO and the first date on which the Plan has been approved by the Board of Directors of SciPlay and SciPlay’s stockholders. The target number of PRSUs subject to the Social Award shall be equal to the number of SciPlay Shares determined by dividing $5 million by the initial offering price of a SciPlay Share in the Social IPO, as determined by the Pricing Committee (or other applicable committee) of the Board of Directors of SciPlay.

4. Vesting . Provided (x) Pinson provides the Services through December 31, 2020 or (y) if Pinson earlier experiences a Qualifying Termination, one-third of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Revenue (the “ Revenue PRSUs ”) and two-thirds of the target number of PRSUs subject to the Social Award shall vest and become payable based on Adjusted EBITDA (the “ AEBITDA PRSUs ”), in each case, as set forth below.

c. Notwithstanding anything in the award agreement to the contrary, the Committee may adjust the number of PRSUs that vest if it determines that, because of changes in the value of SciPlay Shares from the initial offering price of the Social IPO, vesting as set forth above would result in Pinson receiving substantially more or less in value than contemplated by the parties. For example, if the stock price at the time of vesting is three times the initial offering price, such that if the Social Award fully vests Pinson would receive SciPlay

Shares worth $15 million, the Committee may reduce the number of PRSUs that vest. In no event, however, shall any such increase or reduction in the number of PRSUs that vest result in Pinson receiving more or less in value than if the price per share of SciPlay Shares at the time of vesting is unchanged from the initial offering price of the Social IPO.

5. Payment . The SciPlay Shares underlying the PRSUs that vest in accordance with Section 4 shall be delivered to Pinson as soon as practicable following the date on which SciPlay’s 2020 fiscal year results are audited and approved by the Committee, but in no event later than March 15, 2021.

6. The Plan; Change in Control .

b. In the event a “Change in Control” (as defined in the Plan) occurs prior to the determination of the Committee of the number of PRSUs that vest pursuant to Section 4 of this Agreement or a forfeiture of the PRSUs in accordance with this Agreement, then (i) if a Qualifying Termination occurred prior to such Change in Control, then 2020 Revenue and 2020 Adjusted EBITDA shall be deemed achieved at $720 million and $250 million, respectively, such that Pinson shall vest in the target number of PRSUs or (ii) in all other cases, the Social Award shall be treated in accordance with Section 9(a) of the Plan (i.e., vest based on a performance level determined by the Committee); provided that the Committee shall have full discretion to adjust the form of consideration that may be payable in respect of the Social Award in connection with a Change in Control into cash or equity of the successor to, or parent entity of, SciPlay following such Change in Control on a basis providing for equal value at the time of such adjustment. In the event the PRSUs vest in accordance with this Section 6(b), the consideration underlying such PRSUs shall be delivered to Pinson within 15 business days following the occurrence of the Change in Control.

7. Taxes . Pinson shall be responsible for payment of all U.S. Federal, state, local and foreign taxes (collectively, “ Taxes ”) owed in respect of the Social Award, and SciPlay will not make any tax withholdings or deductions in respect thereof. Pinson shall indemnify and hold harmless SciPlay and its affiliates from any liability, claims and demands for payment of Taxes, penalties or interest, social security, disability benefits and any other withholdings, deductions and payments that may be imposed by any governmental authority or otherwise authorized from, based upon or required solely by reason of the Social Award. Pinson and SciPlay acknowledge and agree that Pinson shall be permitted to sell SciPlay Shares in order to generate cash proceeds sufficient to pay the Taxes owed in respect of the Social Award, provided that Pinson complies with SciPlay’s Securities Trading Policy and all applicable laws.

8. Forfeiture; “Clawback” Policies . For the avoidance of doubt, Section 8(g) of the Plan shall apply to the Social Award.

10. Determinations by Committee . All determinations by the Committee (or by the Board of Directors of SciPlay or any committee thereof) under this Agreement shall be made in its good faith and reasonable discretion, with Pinson having the opportunity to provide input to a member of the Committee (or the Board of Directors of SciPlay or any committee thereof, as applicable).

12. Counterparts . This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

13. Survivability . The provisions of this Agreement which by their terms call for performance subsequent to termination of the Services, or of this Agreement, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

14. Notices . All notices and other communications to be given or to otherwise be made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail or by a recognized national courier service, postage or charges prepaid, (a) to SciPlay, at 6601 Bermuda Road, Las Vegas, NV 89119, Attn: General Counsel, (b) to Pinson, at the last address shown in the Company’s records or (c) to such other replacement address as may be designated in writing by the addressee to the addressor.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of [ · ], 2019.

	SCIPLAY CORPORATION

	By:
	Name:
	Title:


	M. Mendel Pinson

[Signature Page to Social Award Agreement]

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-230727 of our report dated March 15, 2019 relating to the financial statement of SciPlay Corporation, formerly known as SG Social Games Corporation (a 100%-owned subsidiary of Scientific Games Corporation), appearing in the Prospectus, which is a part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

April 22, 2019

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-230727 of our report dated March 15, 2019 relating to the consolidated financial statements of SG Social Holding Company II, LLC, formerly known as SG Nevada Holding Company II, LLC, and subsidiaries (collectively, the “Company”) (a 100%-owned subsidiary of Scientific Games Corporation) (which report expresses an unqualified opinion and includes an explanatory paragraph describing that the consolidated financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations if SG Social Holding Company II, LLC had been operated as an unaffiliated company of Scientific Games Corporation) appearing in the Prospectus, which is a part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

April 22, 2019