Exhibit 10.1

SECURITYHOLDERS AGREEMENT

by and among

APOLLO GAMING HOLDINGS, L.P.,

AP GAMING HOLDCO, INC.

and the other HOLDERS that are parties hereto

DATED AS OF April 28, 2014

TABLE OF CONTENTS

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This SECURITYHOLDERS AGREEMENT dated as of April 28, 2014 (this “ Agreement ”), by and among APOLLO GAMING HOLDINGS, L.P. , a Delaware limited partnership (the “ Partnership ”), AP Gaming VoteCo, LLC, a Delaware limited liability company (“ VoteCo ”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (with the Partnership and VoteCo, the “ Holders ”), and AP GAMING HOLDCO, INC. , a Delaware corporation (the “ Company ”).

WHEREAS , the parties hereto desire to set forth their respective rights and obligations of the Holders with respect to the Company; and

WHEREAS , the Partnership, VoteCo and each Holder deems it to be in the best interest of the Partnership, VoteCo, the Company and each Holder that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Partnership, VoteCo, the Company and the other Holders hereby set forth herein their agreement with respect to the common stock and Options of the Company owned or to be acquired by them.

NOW, THEREFORE , in consideration of the premises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Definitions .

As used in this Agreement:

“ Adoption Agreement ” has the meaning given to such term in Section 3(b)(i) .

“ Affiliate ” means:

(a) In the case of a Person (other than an individual), another Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. For the avoidance of doubt, any co-investment vehicle controlled by any member of the Apollo Group shall be deemed to be an Affiliate of the Apollo Group hereunder.

(b) In the case of an individual, (i) any member of the immediate family of such individual, including parents, siblings, spouse and children (including those by adoption) and any other Person who lives in such individual’s household; the parents, siblings, spouse, or children (including those by adoption) of such immediate family member, and in any such case any trust whose primary beneficiary is such individual or one or more members of such immediate family and/or such individual’s lineal descendants; (ii) the legal representative or guardian of such individual or of any such immediate family member in the event such individual or any such immediate family member becomes mentally incompetent; and (iii) any Person controlling, controlled by or under common control with such individual.

As used in this definition, the term “ control ,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or

otherwise) of a Person. The term “ Affiliate ” shall not include at any time any portfolio companies of Apollo Management VIII, L.P. or its Affiliates, other than the Partnership, the Company and their respective Subsidiaries.

“ Aggregate Tag-Along Shares ” has the meaning given to such term in Section 2(a)(iii) .

“ Apollo Group ” means (a) the Partnership, (b) Apollo Investment Fund VIII, L.P., and each of their respective Affiliates (including, for avoidance of doubt, any syndication vehicles) to which any transfers of Class B Shares are made.

“ Apollo Holder ” means the Partnership.

“ Asset Sale ” means any sale of assets of the Company, including the sale of all or substantially all of the assets of the Company and its subsidiaries, on a consolidated basis, to a Person or Group that is not included in the Apollo Group.

“ Bankruptcy Event ” means with respect to any Management Holder (i) such Management Holder shall voluntarily be adjudicated as bankrupt or insolvent; (ii) such Management Holder shall consent to or not contest the appointment of a receiver or trustee for himself, herself or itself or for all or any part of his, her or its property; (iii) such Management Holder shall voluntarily file a petition seeking relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction (including foreign jurisdictions); (iv) such Management Holder shall make a general assignment for the benefit of his, her or its creditors; (v) a judgment shall have been made against such Management Holder in response to relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or other competent jurisdiction (including foreign jurisdictions); or (vi) a court of competent jurisdiction shall have entered a petition, order, judgment or decree appointing a receiver or trustee for such Management Holder, or for any part of his, her or its property, and such petition, order, judgment or decree shall not be and remain discharged or stayed within a period of sixty (60) days after its entry.

“ Board ” means the Board of Directors of the Company and any duly authorized committee thereof. All determinations by the Board required pursuant to the terms of this Agreement to be made by the Board shall be binding and conclusive, so long as they are made in good faith.

“ Call Right ” has the meaning given to such term in Section 6(a)(iv) .

“ Cause ” means, unless otherwise defined in a Management Holder’s Award Agreement, (i) any definition of “Cause” in an employment, severance or similar agreement between the Company or any of its subsidiaries and the applicable Management Holder or (ii) if no such agreement is in effect or if any such agreement in effect does not define “Cause,” a termination based upon any one of the following, as determined in good faith by the Board: (1) failure to correct underperformance after written notification from the Board; (2) illegal or fraudulent conduct; (3) conviction of or plea of “guilty” or “no contest” to any crime constituting a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to

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any person; (4) a determination by the Board that the Management Holder’s involvement with the Company or any of its Subsidiaries would have a negative impact on the ability of the Company or any of its Subsidiaries to receive or retain any licenses; (5) willful or material misrepresentation to the Company or any of its subsidiaries or to members of the Board relating to the business, assets or operations of the Company or any of its subsidiaries; (6) refusal to take any action as reasonably directed by the Board or any individual acting on behalf of or at the direction of the Board; or (7) material breach of any agreement with the Company or any of its Subsidiaries, which material breach has not been cured within ten days’ written notice from the Board.

“ Class A Shares ” means the Class A voting common stock of the Company, par value $0.01 per share, all of which are owned and held by VoteCo.

“ Class B Share Equivalents ” means securities exercisable, exchangeable or convertible into Class B Shares.

“ Class B Holders ” means all Holders other than VoteCo.

“ Class B Shares ” means the Class B non-voting common stock of the Company, par value $0.01 per share, and held by the Class B Holders. As used in this Agreement, Class B Shares shall include any shares of restricted stock or any restricted stock units granted to any Management Holders that may be settled in Class B Shares.

“ Closing Date ” means December 20, 2013.

“ Common Stock ” means the Class A Shares and the Class B Shares, collectively.

“ Company ” has the meaning ascribed to such term in the introductory paragraph hereof.

“ Competitor ” means any Person who is a competitor of the Company in any business in which the Company or any of its Subsidiaries is engaged from time to time, in any locale in which the Company or any of its Subsidiaries conducts such business from time to time.

“ Confidential Information ” means information that is not generally known to the public (except for information known to the public because of the Management Holder’s violation of Section 10(c) of this Agreement or in breach of any other obligation owed by the Management Holder to the Company) and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by the Management Holder while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology

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and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Holder proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. For purposes of this definition, the “Company” shall mean the Company collectively with its Affiliates.

“ Majority Disposition ” means a Disposition that would have the effect of transferring to a Person or Group that is not a member of the Apollo Group or a portfolio company of any members of the Apollo Group, a majority of the outstanding Class B Shares.

“ Deemed Held Shares ” has the meaning given to such term in Section 2(a)(ii) .

“ Demand Notice ” has the meaning ascribed thereto in Section 4(a) .

“ Demand Period ” has the meaning ascribed thereto in Section 4(b) .

“ Disability ” means, with respect to each Management Holder, unless otherwise defined in such Management Holder’s Award Agreement under the Company’s 2014 Long-Term Incentive Plan, that the Management Holder (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident, disability or health plan covering employees of the Company.

“ Disposition ” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, of Class B Shares (or any interest therein or right thereto), or any other transfer of beneficial ownership of Class B Shares whether voluntary or involuntary.

“ Drag-Along Option ” has the meaning ascribed to such term in Section 2(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Fair Market Value ” means, with respect to each Class B Share or other capital stock with economic value held by any Management Holder:

(a) With respect to any series or class of capital stock with economic value, the per share fair market value as determined by the Board in such manner as it deems appropriate.

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(b) Notwithstanding anything to the contrary contained in clause (a) above, if any securities of the Company are publicly traded or quoted at the time of determination, then the per share fair market value of such securities shall be the most recent closing trading price, during regular trading hours, of such securities on the business day immediately prior to the date of determination as determined by the Board.

(c) Neither the Company nor any officer, director, employee or agent of the Company shall have any liability with respect to the valuation of such securities that are bought or sold at Fair Market Value determined in accordance with clause (a) as a result of the Fair Market Value, as so determined, being more or less than actual fair market value. Each of the Company and its officers, directors, employees and agents shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented to the Company by any Person as to matters which the Company or such officer, director, employee or agent reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company in determining such Fair Market Value.

(d) In the case of a Call Right provided pursuant to this agreement, Fair Market Value will be determined as of the date of exercise of the Call Right, as applicable, except (i) where provided otherwise in this Agreement or (ii) if necessary to avoid liability accounting, Fair Market Value will be determined as of the date of the repurchase made pursuant to exercise of the Call Right.

“ Gaming Authority ” means any commission, panel, board or similar body or organization of any Governmental Entity, including any Indian Tribe, with authority to regulate Indian Tribe gambling or other games of chance or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations in a jurisdiction.

“ Gaming Laws ” means all Laws, including any rules, regulations, judgments, injunctions, orders, decrees or other restrictions of any Gaming Authority, applicable to the gaming industry or Indian Tribes or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations.

“ Good Reason ” means with respect to the voluntary resignation of any Management Holder: (i) if the Management Holder is at the time of resignation a party to an Award Agreement pursuant to the Company’s 2014 Long-Term Incentive Plan which defines such term, the meaning given in the Award Agreement; and (ii) otherwise, if the Management Holder is at the time of resignation a party to an employment, consulting or similar agreement with the Company or any of its Subsidiaries which defines such term, the meaning given in such agreement.

“ Governmental Entity ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, including

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any governing authority of any Indian Tribe, or any agency, department, commission, board, bureau, instrumentality or authority thereof, or any court, arbitrator or mediator (public or private).

“ Group ” shall have the meaning ascribed thereto in Section 13(d)(3) of the Exchange Act.

“ Holders ” mean the holders of securities of the Company who are parties to this Agreement, including the Partnership.

“ Immediate Family ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include adoptive relationships of such Person.

“ Indian Tribe ” means any United States Native American Indian tribe, band, nation or other organized group or community recognized by the Secretary of the Interior of the United States of America as being eligible for special status as Indians and recognized as possessing powers of self-government.

“ Initial Notice ” has the meaning ascribed to such term in Section 5(a) .

“ IRA ” has the meaning ascribed to such term in Section 3(b)(iii) .

“ Law ” means any law, rule, regulations, judgment, injunction, order, decree or other restriction of any Governmental Entity.

“ Management Holder ” means Holders who are employed by, or serve as consultants to or directors of, the Company or any of its Subsidiaries.

“ Maximum Number ” has the meaning ascribed to such term in Section 2(a)(iii) .

“ Options ” means the options issued to certain Holders pursuant to the Company’s 2014 Long-Term Incentive Plan, as it is amended, supplemented, restated or otherwise modified from time to time, or any other options to purchase Class B Shares issued by the Company.

“ Original Cost ” with respect to a Class B Share, means the original price paid by the Holder for such Class B Share, subject to appropriate adjustment for stock splits, stock dividends or other distributions, combinations and similar transactions. For the avoidance of doubt, the Original Cost of a Class B Share issued upon the exercise of an Option is the exercise price of such Option.

“ Original Issue Date ” means, with respect to any Class B Share issued to a Holder, the date of issuance of such Class B Share to the Holder, as applicable, or with respect to any Option issued to a Holder, the date of issuance of such Option.

“ Original Shares ” means, with respect to a Person, the Class B Shares owned by such Person immediately following the Closing Date.

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“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Piggyback Registration Rights ” has the meaning ascribed to such term in Section 5(a) .

“ Proportionate Percentage ” means, with respect to any Class B Holder (other than the Partnership) at the time of any Tag-Along Transaction, a fraction (expressed as a percentage) the numerator of which is the total number of Class B Shares held by such Class B Holder as of such time (including any Class B Shares that such Holder intends to acquire pursuant to any Option to be exercised in connection with the Tag-Along Transaction and any Class B Shares distributed to such Class B Holder pursuant to any deferred compensation plan in connection with the Tag-Along Transaction) and the denominator of which is the total number of Class B Shares outstanding at the time of determination (including any Class B Shares that any securityholder of the Company intends to purchase or acquire pursuant to any Option or other convertible or exercisable security in connection with the Tag-Along Transaction and any Class B Shares distributable to any securityholder of the Company pursuant to any deferred compensation plan in connection with the Tag-Along Transaction).

“ Prospectus ” means the prospectus included in any Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Class B Shares covered by a Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments and freewriting prospectuses and in each case including all material incorporated by reference therein.

“ Public Offering ” has the meaning ascribed to such term in Section 5(c) .

“ Qualified Public Offering ” means an underwritten public offering of the Class B Shares by the Company or any selling securityholders pursuant to an effective Registration Statement filed by the Company with the Securities and Exchange Commission (other than (i) a registration relating solely to an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (ii) a registration incidental to an issuance of securities under Rule 144A, (iii) a registration on Form S-4 or any successor form, or (iv) a registration on Form S-8 or any successor form) under the Securities Act, pursuant to which the aggregate offering price of the Class B Shares (by the Company and/or other selling securityholders) sold in such offering (together with the aggregate offering prices from any prior such offerings) is at least $100,000,000.

“ Registrable Securities ” shall mean Class B Shares (including any Class B Shares issuable or issued upon exercise, exchange or conversion of any Class B Share Equivalents) held by the Apollo Group or Management Holders; provided , that any Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such

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Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (b) such Registrable Securities are distributed pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or (c) such Registrable Securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Company; and provided , further , that any securities that have ceased to be Registrable Securities shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.

“ Registration Request ” has the meaning ascribed to such term in Section 4(c) .

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

“ Sale Notice ” has the meaning ascribed to such term in Section 2(a) .

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities ” means, with respect to any Person, such Person’s “securities” as defined in Section 2(1) of the Securities Act and includes such Person’s capital stock or other equity interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock or other equity or equity-linked interests, including phantom stock and stock appreciation rights.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Subsidiary ” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity.

“ Subject Employee ” has the meaning ascribed to such term in Section 3(b)(iii) .

“ Tag-Along Holder ” has the meaning ascribed to such term in Section 2(a) .

“ Tag-Along Notice ” has the meaning ascribed to such term in Section 2(a) .

“ Tag-Along Transaction ” has the meaning ascribed to such term in Section 2(a) .

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“ Transferee ” has the meaning ascribed to such term in the preamble of the form of Adoption Agreement attached hereto as Exhibit A .

“ Underwritten Offering ” means a sale of Class B Shares to an underwriter for reoffering to the public.

“ VoteCo Director ” has the meaning ascribed to such term in Section 7(a) .

“ VoteCo Member ” means the members of VoteCo, which as of the date hereof are Marc Rowan and David B. Sambur.

“ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by the Management Holder (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company or any of its Affiliates (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.

Section 2. Certain Dispositions .

(a) Tag-Along Transaction .

(i) Subject to the provisions of Section 2(b) , prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect any sale or transfer of Class B Shares (other than any sales to an employee, consultant or director of the Company or any of its Subsidiaries in connection with the hiring of such person) to any third party other than an Affiliate of the Apollo Group or a portfolio company of any members of the Apollo Group, in one or a series of related transactions within a six-month period that represents at least 20% of its Original Shares (a “ Tag-Along Transaction ”), it shall give written notice to the other Class B Holders, offering them the option to participate in such Tag-Along Transaction (a “ Sale Notice ”). The Sale Notice shall set forth the material terms (including without limitation, the number of Class B Shares proposed to be sold, the price per share and the form of consideration if other than cash for which a sale is proposed to be made) of the proposed Tag-Along Transaction and identify the contemplated transferee and the Proportionate Percentage of each other Class B Holder.

(ii) Each of the Class B Holders (other than the Partnership) may, by written notice to the Company and the Apollo Group (a “ Tag-Along Notice ”) delivered within ten (10) days after the date of the Sale Notice (each such Class B Holder delivering such timely notice being a Tag-Along Holder (“ Tag-Along Holder ”)), elect to sell in such Tag-Along Transaction Class B Shares held by such Class B Holder, provided that the number of Class B Shares to be sold by such Class B Holder will not

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exceed such Class B Holder’s Proportionate Percentage (as calculated pursuant to subsection (iii) below) of the total number of shares of Class B Shares that the Apollo Group proposes to sell or transfer in the applicable Tag-Along Transaction. The Class B Shares to be sold by a Tag-Along Holder in a Tag-Along Transaction may include Class B Shares (x) to be distributed to such Tag-Along Holder in connection with such Tag-Along Transaction from any deferred compensation plan or (y) which such Tag-Along Holder may obtain by exercising any Options held by such Tag-Along Holder that are vested as of the date of such Tag-Along Notice or that would vest in connection with such Tag-Along Transaction (collectively, the “ Deemed Held Shares ”). For purposes of Section 2(b) below, “Deemed Held Shares” shall have a correlative meaning.

(iii) If none of the Class B Holders (other than the Partnership) delivers a timely Tag-Along Notice, then the Apollo Group may thereafter consummate the Tag-Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (but as to price, the terms shall be exactly the same or less favorable to the Apollo Group), for a period of one hundred twenty (120) days thereafter (subject to extension in the event of required regulatory approvals not having been obtained by such date, but in no event later than two hundred and seventy (270) days after receipt of the Tag-Along Notice). In the event the Apollo Group has not consummated the Tag-Along Transaction within such one hundred twenty (120) day period (subject to extension as provided above), the Apollo Group shall not thereafter consummate a Tag-Along Transaction, without first providing another Sale Notice and another opportunity to the other Class B Holders to sell in the manner provided above. If one or more of the Class B Holders (other than the Partnership) gives the Apollo Group a timely Tag-Along Notice, then the Apollo Group shall use reasonable efforts to cause the prospective transferee or Group to agree to acquire all Class B Shares identified in all timely Tag-Along Notices, upon the same terms and conditions as are applicable to the Class B Shares held by the Apollo Group. If such prospective transferee is unable or unwilling to acquire all Class B Shares proposed to be included in the Tag-Along Transaction upon such terms, then the Apollo Group may elect either to cancel such Tag-Along Transaction or to allocate the maximum number of Class B Shares that such prospective transferee is willing to purchase (the “ Maximum Number ”) among the Apollo Group and the Tag-Along Holders in the proportion that each such Tag-Along Holder’s and the Apollo Group’s Proportionate Percentage bears to the total Proportionate Percentages of the Apollo Group and the Tag-Along Holders (e.g., if the Sale Notice contemplates a sale by the Apollo Group of 25% of the number of Class B Shares outstanding and if the Maximum Number is 25% of the number of Class B Shares outstanding, and if the Apollo Group at such time owns a 30% Proportionate Percentage and one Tag-Along Holder who owns a 20% Proportionate Percentage elects to participate with respect to all of its Class B Shares, then the Apollo Group would be entitled to sell a number of Class B Shares equal to 15% (30%/50% multiplied by the Maximum Number) and the Tag-Along Holder would be entitled to sell a number of Class B Shares equal to 10% (20%/50% multiplied by the Maximum Number). If, in the event of an allocation pursuant to the previous sentence, the number of Class B Shares sold by the Tag-Along Holders in the aggregate (the “ Aggregate Tag-Along Shares ”) is less than the aggregate amount allocated to the Tag-Along Holders pursuant to the previous sentence (because one or more of such Tag-Along Holders elected in its Tag-Along Notice to sell less than

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its full Proportionate Percentage), then the Apollo Group and any Tag-Along Holder who so wishes shall have the option to sell in the Tag-Along Transaction its pro rata share of the unallocated balance. In connection with a Tag-Along Transaction, each Tag-Along Holder shall take the actions referred to in the second sentence of Section 2(b)(iv) (as such actions would relate to a Tag-Along Transaction).

(b) Drag-Along Option .

(i) If the Apollo Group desires to effect a Tag-Along Transaction prior to the consummation of a Qualified Public Offering (other than in a transaction described in Section 2(a)(iv) hereof), then in lieu of complying with the requirements of Section 2(a) , the Apollo Group at its option may require all other Class B Holders to sell the same percentage of their Class B Shares (including their Deemed Held Shares) as the Apollo Group desires to sell to the transferee selected by the Apollo Group in a bona-fide arms-length transaction, at the same price per share and on substantially the same terms and conditions as apply to those Class B Shares sold by the Apollo Group (the “ Drag-Along Option ”); provided , however , that the Class B Holders (other than the Partnership) shall not be obligated to make any out-of-pocket expenditures prior to the consummation of the sale or transfer (excluding modest expenditures for postage, copies and other similar expenses).

(ii) The Apollo Group shall provide written notice of an exercise of the Drag-Along Option to the other Class B Holders (a “ Drag-Along Sale Notice ”), for the proposed transaction (the “ Drag-Along Sale ”). The Drag-Along Sale Notice shall identify the transferee and the consideration for which a Transfer is proposed to be made (the “ Drag-Along Sale Price ”) and all other material terms and conditions of the Drag-Along Sale.

(iii) The Apollo Group shall have a period of one (1) year from the date of receipt of the Drag-Along Sale Notice to consummate the Drag-Along Sale on substantially the same terms and conditions set forth in such Drag-Along Sale Notice; provided , that if such Drag-Along Sale is subject to regulatory approval, such 1-year period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than eighteen (18) months after the date of receipt of the Drag-Along Sale Notice.

(iv) Each Class B Holder shall consent to and raise no objections against the Drag-Along Option, and if the Drag-Along Option is structured as (A) a merger or consolidation of the Company or an Asset Sale, each Class B Holder shall waive any dissenters rights, appraisal rights or similar rights such Holder may have in connection with such merger, consolidation or Asset Sale, or (B) a sale of all the capital stock of the Company, the Class B Holders shall agree to sell all their Class B Shares that are the subject of the Drag-Along Option (including their Deemed Held Shares). The Class B Holders shall take all necessary and desirable actions reasonably requested by the Apollo Group in connection with the consummation of the Drag-Along Option, including obtaining Board consent to the Drag-Along Option and the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to

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provide customary representations, warranties, and indemnities as are customarily provided in a sale transaction (provided that (i) the proportionate liability of a Class B Holder under any such indemnity shall not exceed the proportion that the Class B Shares being sold by such Class B Holder in the Drag-Along transaction bears to the total number of Class B Shares being sold by all Class B Holders in such transaction, except with respect to any indemnity that applies solely with respect to such Class B Holder, such as an indemnity with respect to the title to such Class B Holder’s Class B Shares, and (ii) no Class B Holder shall be required to incur liability under such indemnity in excess of the proceeds received by such Class B Holder in such sale), as well as escrow arrangements relating to such Drag-Along Option. It is agreed and understood that the Apollo Group may exercise more than one Drag-Along Option.

(v) The Company and each Class B Holder shall cooperate in causing any Deemed Held Shares of such Class B Holder that are ultimately included in a Drag-Along Option to be delivered to such Class B Holder immediately prior to the closing of such Drag-Along Option in order that such Class B Holder may exercise his rights under Section 2(a) or that the Apollo Group may exercise its rights under Section 2(b) , as the case may be.

(vi) No less than five (5) business days prior to the anticipated closing date, or at such later time as may be requested by Apollo, in connection with the sale of any Class B Shares (including any Deemed Held Shares) pursuant to Section 2(a) or this Section 2(b) , the Class B Holders shall deliver to Apollo or the Company, as requested, against payment of the purchase price therefor, certificates representing their Class B Shares to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers (or, if uncertificated, other appropriate documentation to evidence transfer), and evidence of the absence of any liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper transfer of such shares on the books of the Company.

Section 3. Transfers; Additional Parties .

(a) Restrictions; Permitted Dispositions . Prior to the consummation of a Qualified Public Offering, without the prior written consent of the Company and VoteCo, no other Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise except as expressly permitted by this Section 3 . The preceding sentence shall apply with respect to all Class B Shares held at any time by a Holder (including without limitation, all Options and all Class B Shares that may be acquired upon the exercise of any Option or upon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Holder initially acquired such Class B Shares or Option:

(i) Dispositions by a Holder that is an individual to: (A) a guardian of the estate of such Holder; (B) an inter-vivos trust primarily for the benefit of such Holder; (C) an inter-vivos trust whose primary beneficiary is one or more of such Holder’s lineal descendants (including lineal descendants by adoption); or (D) the spouse of such Holder during marriage and not incident to divorce;

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(ii) Dispositions by a Holder that is an individual to (x) a Person who is a member of such Holders’ Immediate Family; provided , that such Person remains an Immediate Family member of such Holder or to (y) a trust established for the exclusive benefit of such Holder’s Immediate Family; and

(iii) any Disposition permitted pursuant to Section 2(a) , Section 4 or Section 5 or required pursuant to Section 2(b) .

provided , in the case of each subclause of this Section 3(a) , that such Disposition complies with the applicable securities rules and regulations and Gaming Laws in effect at the time of the Disposition and provided that each proposed Transferee executes an adoption agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company (an “ Adoption Agreement ”). Furthermore, each such permitted Transferee of any Holder to which Class B Shares are transferred shall, and such Holder shall cause such permitted Transferee to, transfer back to such Holder (or to another permitted Transferee of such Holder) any Class B Share it owns if such permitted Transferee ceases to be a permitted Transferee of such Holder.

(b) Additional Parties .

(i) As a condition to the Company’s issuance of Class B Shares in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of Class B Shares permitted by this Agreement on the books and records of the Company (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the Transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement.

(ii) In the event that any Person acquires Class B Shares in a negotiated private transaction permitted by this Agreement prior to a Public Offering from (i) a Holder (other than the Partnership) or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect Transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Holder hereunder (other than, at the option of the Company, the provisions of Section 9 ), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Additionally, if the restrictions specified in Section 3(c) are in effect, whenever a Management Holder makes a transfer of Class B Shares in a negotiated private transaction permitted by this Agreement, such Class B Shares shall contain a legend so as to inform any Transferee that such Class B Shares were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any Class B Shares acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates.

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(iii) If any Class B Shares are acquired by an individual retirement account (“ IRA ”) on behalf of an employee of the Company or any of its Subsidiaries (the “ Subject Employee ”), such IRA shall be deemed to be a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her IRA shall be deemed to have acquired all Class B Shares it holds from such Subject Employee pursuant to a transfer that is subject to Section 3(b)(ii) above.

(iv) Any Holder that proposes to transfer Class B Shares in accordance with the terms and conditions hereof shall be responsible for any reasonable expenses incurred by the Company in connection with such transfer, and all expenses incurred by such Stockholder in connection with obtaining required Gaming Approvals

(c) Securities Restrictions; Legends .

(i) No shares of Common Stock shall be transferable except upon the conditions specified in this Section 3(c) , which conditions are intended to insure compliance with the provisions of the Securities Act.

(ii) Each certificate representing shares of Common Stock shall (unless otherwise permitted by the provisions of clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND UNLESS AND UNTIL THE APPROVALS OF THE GAMING REGULATORY COMMISSIONS REQUIRING SUCH PRIOR CONSENTS HAVE BEEN OBTAINED.

IF PRIOR APPROVAL IS REQUIRED BY ONE OR GAMING REGULATORY COMMISSION, NOT LIMITED TO THE NEVADA

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GAMING COMMISSION (TOGETHER, THE “ COMMISSIONS ”), THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS SECURITY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY EACH COMMISSION. IF AT ANY TIME A COMMISSION FINDS THAT AN OWNER OF THIS SECURITY IS UNSUITABLE TO CONTINUE TO HOLD AN INTEREST IN THIS CORPORATION OR TO HAVE INVOLVEMENT IN GAMING IN THIS STATE, SUCH OWNER MUST DISPOSE OF SUCH SECURITY AS PROVIDED BY THE GAMING LAWS OF THE RELEVANT STATE AND THE REGULATIONS PROMULGATED THEREUNDER. SUCH GAMING LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES OF THE OWNER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND UPON SUCH SECURITY; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH SECURITY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE CORPORATION OR ANY OTHER COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.”

(iii) The holder of any Class B Shares by acceptance thereof agrees, prior to any transfer of any such shares, to give written notice to the Company of such holder’s intention to affect such transfer and to comply in all other respects with the provisions of this Section 3(c) . Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within ten (10) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such transferred Class B Shares shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legends.

(iv) Notwithstanding the foregoing provisions of this Section 3(c) , the restrictions imposed by this Section 3(c) upon the transferability of any Class B Shares shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) after a Qualified Public Offering, the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(c) shall terminate, the holder of any shares as to which such restrictions have

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terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in clause (ii) above and not containing any other reference to the restrictions imposed by this Section 3(c) .

(d) Pledge of Class B Shares . The mere pledge of Class B Shares by a Class B Holder of such shares as collateral to any institutional lender in connection with any financing shall not be deemed a transfer for purposes of Section 2(b) , provided that in the case of foreclosure of such pledge, such foreclosure and any other transfer of such Class B Shares shall be deemed a Disposition and shall be subject to the provisions of Section 2(b) ; provided , however , that such arrangement does not interfere with the administration and implementation of this Agreement.

(e) Gaming Laws Restrictions on Transfer . No Disposition of any security under this Section 3 or any other Section of this Agreement may be made, and no Class B Shares issued, except in compliance with all applicable Gaming Laws and following receipt of all required Gaming Approvals.

(f) Improper Dispositions . Any Disposition or attempted Disposition in breach of this Agreement shall be void ab initio and of no effect. In connection with any attempted Disposition in breach of this Agreement, the Company may hold and refuse to transfer any Class B Shares or any certificate therefor, in addition to and without prejudice to any and all other rights or remedies which may be available to it or the Class B Holders.

Section 4. Demand Registration Rights .

(a) Subject to the provisions of this Section 4 , at any time and from time to time after the date hereof, the Apollo Group may make one or more written requests (“ Registration Request ”) to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities.

(b) All Registration Requests made pursuant to this Section 4 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (a “ Demand Notice ”). Subject to Section 4(d) , promptly upon receipt of any such Demand Notice, the Company will use its reasonable best efforts to effect such registration under the Securities Act (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the Registrable Securities which the Company has been so requested to register within 180 days of such request (or within 120 days of such request in the case of a Registration Request after a Qualified Public Offering (subject to any lock-up restrictions)). At any time prior to the registration, the Apollo Group may revoke such request by providing a notice to the Company revoking such request.

(c) If the Company receives a Registration Request and the Company furnishes to the Apollo Group a copy of a resolution of the Board certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement to be filed on or before the date such filing would

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otherwise be required hereunder, the Company shall have the right to defer such filing for a period of not more than fifty (50) days after the date such filing would otherwise be required hereunder. The Company shall not be permitted to take such action more than once in any 360-day period. If the Company shall so postpone the filing of a Registration Statement, the Apollo Group may withdraw its Registration Request by so advising the Company in writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to engage in a Public Offering, the Company shall inform the Apollo Group of the Company’s intent to engage in a Public Offering and may require the Apollo Group to withdraw such Registration Request for a period of up to 120 days so that the Company may complete its Public Offering. In the event that the Company ceases to pursue such Public Offering, it shall promptly inform the Apollo Group and the Apollo Group shall be permitted to submit a new Registration Request. For the avoidance of doubt, such requesting party shall have the right to participate in the Company’s Public Offering as provided in Section 5 .

(d) Registrations under this Section 4 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the Apollo Group and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 4 which is proposed by the Company to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form.

(e) The Company shall use its best efforts to keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Apollo Group to dispose of all of the covered securities.

(f) In the case of an Underwritten Offering, the Apollo Group shall select the underwriters, provided such selection is reasonably acceptable to the Company.

Section 5. Piggyback Registration Rights .

(a) Participation . Subject to Section 5(b) , if at any time after the consummation of a Qualified Public Offering (or prior to the consummation of a Qualified Public Offering with the Company’s consent), the Company proposes to file a Registration Statement, whether on its own behalf or in connection with the exercise of any demand registration rights by the Apollo Group or any other Holder possessing such rights (other than (i) a registration relating solely to an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (ii) a registration incidental to an issuance of debt securities under Rule 144A, (iii) a registration on Form S-4 or any successor form, or (iv) a registration on Form S-8 or any successor form), with respect to an offering (for its own account or otherwise, and including any registration pursuant to Section 4 other than the initial Qualified Public Offering) that includes any Registrable Securities, then the Company shall give prompt notice (the “ Initial Notice ”) to the Apollo Group and the Management Holders, and such Holders shall be entitled to include in such Registration Statement the Registrable

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Securities held by them. The Initial Notice shall offer the Apollo Group and the Management Holders, respectively, the right, subject to Section 5(b) (the “ Piggyback Registration Right ”), to register such number of shares of Registrable Securities as each such holder may request and shall set forth (X) the anticipated filing date of such Registration Statement and (Y) the number of Registrable Securities that is proposed to be included in such Registration Statement. Subject to Section 5(b) , the Company shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within ten (10) days after the Initial Notice has been given.

(b) Underwriters’ Cutback . Notwithstanding the foregoing, if a registration pursuant to this Section 5 involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering advise the Company that the total or kind of securities which such Holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering, then the number of securities proposed to be included in such registration shall be allocated among the Company and all of the selling Apollo Group and Management Holders, such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering shall be included in the following order:

(i) In the event of an exercise of any demand registration rights by the Apollo Group or any other Holder or Holders possessing such rights:

(1) first , the securities held by the Person(s) exercising such demand registration rights pursuant to Section 4 or pursuant to any other agreement containing demand registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration;

(2) second , the securities held by the Apollo Group and the Management Holders requested to be included in such registration pursuant to the terms of this Section 5 , pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration;

(3) third , the securities to be issued and sold by the Company in such registration; and

(4) fourth , the securities held by any other Persons requested to be included in such registration pursuant to the terms of this Section 5 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration.

(ii) In all other cases:

(1) first , the securities to be issued and sold by the Company in such registration;

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(2) second , the securities held by the Apollo Holder and the Management Holders requested to be included in such registration pursuant to the terms of this Section 5 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration; and

(3) third , the securities held by all other Persons requesting their securities be included in such registration pursuant to the terms of this Section 5 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration.

In the event that the managing underwriter or underwriters of such proposed Underwritten Offering determine that participation in such Underwritten Offering by a particular Holder or group of Holders would be likely to adversely affect such Underwritten Offering, such Holder or Holders shall not participate in such Underwritten Offering.

(c) Lock-ups .

(i) If the Company shall register Registrable Securities under the Securities Act for sale to the public (a “ Public Offering ”), no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Class B Shares without the prior written consent of VoteCo and the Company, for the period of time in which the Apollo Group has similarly agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, Class B Shares of the Company. In addition, if requested by the managing underwriter(s), in connection with the initial Public Offering, all Holders shall enter into a customary lock-up agreement with the managing underwriter(s). In connection with an underwritten Public Offering following a Qualified Public Offering, no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Class B Shares, for such period as shall be required by the managing underwriter of such Public Offering.

(ii) In connection with the initial Public Offering, the Management Holders shall agree with the Company to lock-up their Class B Shares for a period of one year from and after the completion of such initial Public Offering, subject to customary exceptions in the Company’s discretion.

(d) Company Control . The Company may decline to file a Registration Statement after giving the Initial Notice, or withdraw any such Registration Statement after filing but prior to the effectiveness of such Registration Statement, provided that the Company shall promptly notify each Holder who was to participate in such offering in writing of any such action and provided further that the Company shall bear all reasonable expenses incurred by such Holder or otherwise in connection with such unfilled or withdrawn Registration Statement and no Holder shall be deemed to have made a Registration Request with respect to the unfilled or withdrawn Registration Statement. Except as provided in Section 4(f) , the Company shall have sole discretion to select any and all underwriters that may participate in any Underwritten Offering.

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(e) Participation in Underwritten Offerings . No Person may participate in any Underwritten Offering hereunder unless such Person agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by VoteCo and the Company and provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements, lock-ups (subject to Section 5(c) above) and other documents required for such underwriting arrangements. Nothing in this Section 5(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

(f) Expenses . The Company will pay all registration fees and other expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5 ; provided , that each Holder shall pay all applicable underwriting fees, discounts and similar charges ( pro rata based on the securities sold) and that all Holders as a group shall be entitled to a single counsel (at the Company’s expense) to be selected by the Apollo Group.

(g) Indemnification .

(i) Indemnification by the Company . The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each selling Holder, its officers, directors, employees and representatives and each Person who controls (within the meaning of the Securities Act) such selling Holder, and in the case of the Apollo Holder, its officers, managers, employees, representatives, Affiliates, the Apollo Group and any portfolio companies of any members of the Apollo Group, and in the case of VoteCo, its officers, managers, employees, and representatives, against any losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or 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, except insofar as the same may be caused by or contained in any information furnished in writing to the Company by such selling Holder for use therein; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary prospectus if (A) such selling Holder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company has furnished such selling Holder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or omission; and provided , further , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus and the selling Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the

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securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such selling Holder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the selling Holder, if requested.

(ii) Indemnification by Selling Holders . Each selling Holder agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, employees and representatives and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or 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, to the extent, but only to the extent, that such untrue statement or omission is contained in any statement or affidavit furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such selling Holder upon the sale of the securities giving rise to such indemnification obligation. The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration Statement.

(iii) Conduct of Indemnification Proceedings . Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within thirty (30) days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , however , that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually prejudiced by reason of such delay or failure; provided , further , however , that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with

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respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). An indemnified party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. No indemnifying party will be required to consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within twenty (20) business days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to the terms hereof. If the indemnifying party notifies the indemnified party in writing that the indemnifying party desires to accept such offer, but the indemnified party refuses to accept such offer within twenty (20) business days after receipt of such notice, the indemnified party may continue to contest such claim and, in such event, the total maximum liability of the indemnifying party to indemnify or otherwise reimburse the indemnified party hereunder with respect to such claim shall be limited to and shall not exceed the amount of such offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the indemnifying party desires to accept such offer, provided that this sentence shall not apply to any settlement of any claim involving the imposition of equitable remedies or to any settlement imposing any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. An indemnifying party who is not entitled to, or elects not to, assume the defense or a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of each additional counsel.

(iv) Other Indemnification . Indemnification similar to that specified in this Section 5(g) (with appropriate modifications) shall be given by the Company and each selling Holder with respect to any required registration or other qualification of securities under Federal or state law or regulation of governmental authority other than the Securities Act.

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(v) Contribution . If for any reason the indemnification provided for in the preceding clauses g(i) and g(ii) is unavailable to an indemnified party or insufficient to hold such indemnified party harmless as contemplated by the preceding clauses g(i) and g(ii), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations, provided that no selling Holder shall be required to contribute in an amount greater than the dollar amount of the proceeds received by such selling Holder with respect to the sale of any securities under this Section 5 . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not itself guilty of such fraudulent misrepresentation.

Section 6. Repurchase Rights .

(a) Company Call Rights .

(i) In the event that, prior to the consummation of a Qualified Public Offering, a Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the Class B Shares held by such Management Holder (including any Class B Shares received upon a distribution from any deferred compensation plan or any Class B Share then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 6 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to Class B Shares received by a Management Holder upon exercise of any Options, the provisions of this Section 6(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder.

(ii) In the event that, prior to the consummation of a Qualified Public Offering, a Management Holder’s employment is terminated other than as described in Section 6(a)(i) , then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the Class B Shares held by such Management Holder (including any Class B Shares received upon a distribution from any deferred compensation plan or any Class B Share then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 6 for Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date.

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(iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the Class B Shares held by such holder (including any Class B Shares received upon a distribution of any deferred compensation plan or any Class B Share issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 6 for Fair Market Value.

(iv) Following the occurrence of any of the events set forth in Section 6(a)(i) , 6(a)(ii) , and 6(a)(iii) (each a “ Repurchase Event ”), the Company or any of its Subsidiaries may exercise its right of repurchase (a “ Call Right ”) until the date occurring ninety (90) days after the relevant Repurchase Event; provided , however, that (A) with respect to Class B Shares acquired by a Management Holder after such Repurchase Event (whether by exercise of Options, distribution of Class B Shares from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such Class B Shares until the date occurring six (6) months after the acquisition of such Class B Shares by such Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Management Holder until the date occurring 180 days after such Repurchase Event.

(b) The Apollo Group Repurchase Right . The Company or a Subsidiary thereof shall give written notice to the Apollo Group stating whether the Company or any Subsidiary will exercise such Call Rights pursuant to clause (a) above. If such notice states that the Company and its Subsidiaries will not exercise their Call Right for all or a portion of the Class B Shares then subject thereto, the Apollo Group shall have the right to purchase such Class B Shares not purchased by the Company or its Subsidiaries on the same terms and conditions as the Company and its Subsidiaries until the later of (i) the 30 ^th day following the receipt of such notice or (ii) such longer period as specified in subclauses (A) and (B) of Section 6(a)(iv) , if applicable.

(c) Closing . The closing of any purchase of Class B Shares, pursuant to this Section 6 shall take place on a date designated by the Company, one of its Subsidiaries, or the Apollo Group, as applicable, in accordance with the applicable provisions of this Section 6 ; provided that, if necessary to avoid liability accounting, the closing with respect to a Management Holder will be deferred until such time as the applicable Management Holder has held the Class B Shares for a period of at least six (6) months and one day. The Company, one of its Subsidiaries, or the Apollo Group, as applicable, will pay for the Class B Shares purchased by it pursuant to this Section 6 by delivery of a check or wire transfer of funds, in exchange for the delivery by the Management Holder of the certificates representing such Class B Shares, duly endorsed for transfer to the Company, such Subsidiary or the Apollo Group, as applicable. The Company shall have the right to record such purchase on its books and records without the consent of the Management Holder, so long as such transaction is consistent with the terms of this Agreement.

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(d) Restrictions on Repurchase . Notwithstanding anything to the contrary contained in this Agreement, (i) all purchases of Class B Shares by the Company, its Subsidiaries or the Apollo Group shall be subject to applicable restrictions contained in any federal, state or non-U.S. law; (ii) if any such restrictions prohibit or otherwise delay any purchase of Class B Shares which the Company, the Subsidiaries thereof or the Apollo Group is otherwise entitled or required to make pursuant to this Section 6 , then the Company, the Subsidiaries thereof and the Apollo Group shall have the option to make such purchases pursuant to this Section 6 within thirty (30) days of the date that it is first permitted to make such purchase under the laws and/or agreements containing such restrictions; and (iii) the Company and its Subsidiaries shall not be obligated to effectuate any transaction contemplated by this Section 6 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the indebtedness of the Company or any of its Subsidiaries. In the event that any Class B Shares are sold by a Holder pursuant to this Section 6 , the Holder, and such Holder’s successors, assigns or representatives, will take all reasonable steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals with respect to such Holder and take all other actions necessary and desirable to facilitate consummation of such sale in a timely manner. For the avoidance of doubt, in the event a repurchase is delayed pursuant to the terms of this Section 6(d) , the determination date for purposes of determining the Fair Market Value shall be the date on which the closing date of the purchase of the applicable shares would have occurred but for the delay.

(e) Withholdings . The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit a Holder to elect to pay the Company any such required withholding taxes. If such Holder so elects, the payment by such Holder of such taxes shall be a condition to the receipt of amounts payable to such Holder under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to such Holder.

Section 7. The Board .

(a) As of the Closing, the Board will consist of one member, and may be increased or decreased in size from time to time; provided , that the Board will consist of at least one member at all times, in accordance with the Company’s Certificate of Incorporation (the “ Articles ”) and By-Laws (the “ By-Laws ”) (each such member of the Board, a “ Director ”), all of whom shall be designated for election or appointment by VoteCo (each a “ Class A Director ”). Each directors shall serve for the time periods set forth in the Articles) or the By-Laws. VoteCo shall have the right to designate the Class A Directors for so long as VoteCo continues to own all Class A Shares.

(b) Any action and resolution by the Board shall require the affirmative vote of a majority of the full Board; provided , that any and all of the business and affairs of the Company shall be managed under the direction of the Board. In addition to the powers and authorities granted hereunder specifically conferred upon the Board, authority and power to exercise all powers of the Company pursuant to this Agreement or otherwise and do all lawful acts and things as are not by applicable law, the Company organizational documents or this Agreement expressly required to be exercised or done by the Holders or any of them is hereby

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expressly conferred upon the Board. The Company shall commence or effectuate any Public Offering only with the approval of the Board. All actions that require the approval of the voting stockholders of the Company shall be adopted by a resolution of holders representing a majority of the Class A Shares then outstanding.

Section 8. Class B Shares Consent Rights . Without limiting the generality of Section 7(b) , VoteCo shall be entitled to vote on all matters expressly required to be voted on by the stockholders of the Company and the Class B Holders shall have no right to vote on any matter to be voted on by the stockholders of the Company (including, without limitation, any election, removal and replacement of the directors of the Company) and the Class B Shares shall not be included in determining the number of shares voting or entitled to vote on such matters, except that with respect to the amending of or waiving certain provisions in this Agreement, the written consent of the Apollo Holder shall be required in addition to the written consents of the Company and VoteCo as described in Section 12(e) of this Agreement.

Section 9. Voting Agreement .

(a) No Proxies for or Encumbrances on Holders’ Shares . Except pursuant to the terms of this Agreement, during the Term and prior to a Qualified Public Offering, no Holder shall, without the prior written consent of VoteCo and Apollo Management VIII, L.P., directly or indirectly, (i) grant any proxies (other than pursuant to Section 9(a) above) or enter into any voting trust or other agreement or arrangement with respect to the voting of any shares of Common Stock held by such Holder or (ii) except as permitted pursuant to Section 2 or Section 3 , sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, the Class B Shares or Options of any such Holder.

Section 10. Restrictive Covenants .

(a) Non-Solicitation; Non-Competition . Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 10(a) , except that if any Management Holder is a party to a subscription, employment or other agreement with the Company or any of its Subsidiaries which contains non-compete and non-solicitation provisions, such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such other agreement and shall not be bound by the provisions of this Section 10 .

(i) Non-Solicitation . During the period commencing on the date hereof and ending on the date of the one-year anniversary of the Management Holder’s termination of employment for any reason (such period, the “ Restricted Period ”), the Management Holder shall not directly or indirectly (i) induce or attempt to induce any employee, consultant or independent contractor of the Company or any Affiliate of the Company (collectively, the “ Affiliated Entities ” and each such entity an “ Affiliated Entity ”) to leave the Company or such Affiliated Entity, or in any way interfere with the relationship between the Company or any such Affiliated Entity, on the one hand, and any employee or independent contractor thereof, on the other hand, (ii) hire any person

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who is an employee or independent contractor of the Company or any Affiliated Entity until twelve (12) months after such individual’s relationship with the Company or such Affiliated Entity has been terminated for any reason or (iii) induce or attempt to induce any customer (including former customers who were customers at any time during the three-year period immediately prior to such inducement or attempted inducement), supplier, licensee or other business relation of the Company or any subsidiary of the Company to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any subsidiary, on the other hand.

(b) Non-Competition . Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Subsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, each Management Holder agrees that, during the Restricted Period, such Management Holder shall not, within any jurisdiction or marketing area in which the Company or any of its Subsidiaries is doing business or intends to do business at any time during such Management Holder’s employment with the Company and its affiliates or during the six-month period following the termination of such employment, directly or indirectly, own, manage, operate, control, be employed or retained by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation), participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business that engages in any line of business conducted by the Company or any of its Subsidiaries at any time during such Management Holder’s employment with the Company and its affiliates or during the six-month period following the termination of such employment; provided, that ownership of securities of 2% or less of any publicly traded class of securities of a public company shall not violate this paragraph.

(c) Non-Disclosure; Non-Use of Confidential Information . Each Management Holder shall not disclose or use at any time, either during his employment with the Company and its Affiliates or thereafter, any Confidential Information of which the Management Holder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by such Management Holder’s performance in good faith of duties assigned to such Management Holder by the Company. Each Management Holder shall take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Each Management Holder shall deliver to the Company at the termination of his employment with the Company and its Affiliates, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates that the Management Holder may then possess or have under his control. The non-disclosure and non-use of Confidential Information obligations pursuant to this Section 10(c) shall survive the termination of each Management Holder’s employment with the Company and its Affiliates. This foregoing does not limit any other non-disclosure or confidentiality obligation otherwise applicable to such Management Holder.

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(d) Proprietary Rights . The Management Holder recognizes that the Company and its Affiliates possess a proprietary interest in all Confidential Information and Work Product and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Management Holder, except as otherwise agreed between the Company and the Management Holder in writing. The Management Holder expressly agrees that any Work Product made or developed by the Management Holder or the Management Holder’s agents or Affiliates during the course of the Management Holder’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of an inure to the exclusive benefit of the Company and its Affiliates. The Management Holder further agrees that all Work Product developed by the Management Holder (whether or not able to be protected by copyright, patent or trademark) during the course of such Management Holder’s employment, or involving the use of the time, materials or other resources of the Company or any of its Affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Management Holder shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

Section 11. Notices .

All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) to the number set out below if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a business day then the next business day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) the third (3rd) business day following the day on which the same is sent by certified or registered mail, postage prepaid or (e) the day on which the same is sent via e-mail and has been confirmed via telephone. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

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If to any Management Holder: to the address set forth with respect to such Management Holder in the Company’s records.

The Company, any Holder or any spouse or legal representative of a Holder may effect a change of address for purposes of this Agreement by giving notice of such change to the Company, and the Company shall, upon the request of any party hereto, notify such party of such change in the manner provided herein. Until such notice of change of address is properly given, the addresses set forth in this Section 11 shall be effective for all purposes.

Section 12. Miscellaneous Provisions .

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(b) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE, APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

(c) Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural.

(d) This Agreement shall be binding upon the Company, the Partnership (the Apollo Holder), VoteCo, the Management Holders, any other Holders, any spouses of individual Holders, and their respective heirs, executors, administrators and permitted successors and assigns.

(e) This Agreement may be amended or waived from time to time by an instrument in writing signed by the Company, the Apollo Holder and VoteCo; provided , however , that (x) if an amendment or waiver would materially disproportionately adversely

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affect the rights or obligations of the Management Holders as a group relative to the Apollo Holder, such instrument in writing shall also require the signatures of Management Holders who hold at least a majority of the outstanding Class B Shares owned by all Management Holders as of the date of such amendment or waiver and (y)  Section 7 and the definitions used therein may not be amended without the prior written consent of all holders of Class A Shares. Notwithstanding the foregoing, if the Company issues a new class of capital stock, the Company may in good faith amend the terms of this Agreement to reflect such issuance and apply the terms of this Agreement to such new class of capital stock; provided , however , that (x) if such issuance would materially disproportionately adversely affect the rights or obligations of the Management Holders as a group relative to the Apollo Holder, such instrument in writing shall also require the signatures of Management Holders who hold at least a majority of the outstanding Class B Shares owned by all Management Holders as of the date of such amendment or waiver and (y)  Section 7 and the definitions used therein may not be amended without the prior written consent of all holders of Class A Shares.

(f) This Agreement shall terminate automatically upon the earlier to occur of: (i) the dissolution of the Company (unless the Company continues to exist after such dissolution as a limited liability company or in another form, whether incorporated in Delaware or in another jurisdiction), (ii) consummation of a Qualified Public Offering or (iii) the consummation of a Majority Disposition; provided , however , that if Registrable Securities have been registered pursuant to Sections 4 or 5 hereof prior to such termination, Section 5(g) shall survive such termination.

(g) Any Holder who disposes of all of his, her or its Class B Shares in conformity with the terms of this Agreement shall have no further rights hereunder other than rights to indemnification under Section 5 , if applicable (it being understood and agreed, for the avoidance of doubt, that the obligations and restrictions under Section 10 hereof shall continue to apply to a Management Holder after such disposition in accordance with the terms of Section 10 ).

(h) The spouses of the individual Holders are fully aware of, understand and fully consent and agree to the provisions of this Agreement and its binding effect upon any community property interests or similar marital property interests in the Class B Shares or other Company securities they may now or hereafter own, and agree that the termination of their marital relationship with any Holder for any reason shall not have the effect of removing any Class B Shares or other securities of the Company otherwise subject to this Agreement from the coverage of this Agreement and that their awareness, understanding, consent and agreement are evidenced by their signing this Agreement. Furthermore, each individual Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver, upon the request of the Company, a counterpart of this Agreement, or an Adoption Agreement substantially in the form of Exhibit A or in a form satisfactory to the Company.

(i) Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief).

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(j) This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. The failure of any Holder to execute this Agreement does not make it invalid as against any other Holder.

(k) Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It is the intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by law.

(l) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

(m) The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Delaware Chancery Court located in Wilmington, Delaware, or (in the event that such court denies jurisdiction) any federal or state court located in the State of Delaware. By execution and delivery of this Agreement each party hereto irrevocably submits to the jurisdiction of such courts for himself and in respect of his property with respect to such action. The parties hereto irrevocably agree that venue for such action would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(n) No course of dealing between the Company, its Subsidiaries, and the Holders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

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(o) Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter. Unless otherwise provided herein, any consent required by the Company may be withheld by the Company in its sole discretion.

(p) Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement.

(q) If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Stock as so changed.

(r) No officer or director of the Company shall be personally liable to the Company or any Holder as a result of any acts or omissions taken under this Agreement in good faith.

(s) In the event of any amendment or material waiver of this Agreement, the Company shall provide the Holders with a written notice of such amendment or waiver, with such notice conforming to the requirements set forth in Section 11 above. A copy of this Agreement and of all amendments hereto shall be filed and maintained at the principal offices of the Company.

(t) In the event additional shares of Class B Shares are issued by the Company to a Holder at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities of the Company exercisable for or exchangeable into Class B Shares, such additional Class B Shares, as a condition to their issuance, shall become subject to the terms and provisions of this Agreement.

(u) Notwithstanding anything to the contrary contained herein, but subject to Section 3 , the Apollo Group may assign its rights or obligations, in whole or in part, under this Agreement to one or more of its Affiliates.

*  *  *  *  *

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This Agreement is executed by the Company and by each Holder and spouse of each Holder to be effective as of the date first above written.

AP GAMING HOLDCO, INC.
By:
Name:		David Lopez
Title:		Chief Executive Officer and President
APOLLO GAMING HOLDINGS, L.P.
		By:    Apollo Gaming Holdings GP, LLC,
		its general partner
By:
Name:		David B. Sambur
Title:		Chief Executive Officer, President, Treasurer and Secretary
AP GAMING VOTECO, LLC
By:
Name:		Marc Rowan
Title:		Member
By:
Name:		David B. Sambur
Title:		Member

[Signature Page to AP Gaming Holdco, Inc. Securityholders Agreement]

This Agreement is executed by the Company and by each Holder and spouse of each Holder to be effective as of the date first above written.

		Name of Holder:		David Lopez
		Name of Spouse:		Lisa Lopez

[Signature Page to AP Gaming Holdco, Inc. Securityholders Agreement]

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“ Adoption ”) is executed pursuant to the terms of the Securityholders Agreement dated as of the Original Issue Date, a copy of which is attached hereto (the “ Securityholders Agreement ”), by the transferee or the recipient of an issuance by the Company, as applicable, (“ Transferee ”) executing this Adoption. By the execution of this Adoption, the Transferee agrees as follows:

1. Acknowledgement . Transferee acknowledges that Transferee is acquiring certain Class B Shares of AP Gaming Holdco, Inc., a Delaware corporation (the “ Company ”), subject to the terms and conditions of the Securityholders Agreement, among the Company, Apollo Gaming Holdings, L.P. and the Holders party thereto. Capitalized terms used herein without definition are defined in the Securityholders Agreement and are used herein with the same meanings set forth therein.

2. Agreement . Transferee (i) agrees that the Class B Shares acquired by Transferee, and certain other Class B Shares that may be acquired by Transferee in the future, shall be bound by and subject to the terms of the Securityholders Agreement, pursuant to the terms thereof, (ii) hereby adopts the Securityholders Agreement with the same force and effect as if he or it were originally a party thereto and (iii) agrees that Transferee shall be deemed to be a [insert “Management Holder” or “Holder,” as applicable] for purposes of the Securityholders Agreement.

3. Notice . Any notice required as permitted by the Securityholders Agreement shall be given to Transferee at the address listed below Transferee’s signature.

4. Law . THIS ADOPTION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS ADOPTION, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

5. Joinder . The spouse of the undersigned Transferee, if applicable, executes this Adoption to acknowledge its fairness and that it is in such spouse’s best interest, and to bind such spouse’s community interest, if any, in the Class B Shares and other securities referred to above and in the Securityholders Agreement, to the terms of the Securityholders Agreement.

Exhibit 10.2

AS ADOPTED

AP GAMING HOLDCO, INC.

2014 LONG-TERM INCENTIVE PLAN

ARTICLE I

PURPOSE OF THE PLAN

The purpose of the AP Gaming Holdco, Inc. 2014 LONG-TERM INCENTIVE PLAN (the “ Plan ”) is (i) to further the growth and success of AP Gaming Holdco, Inc., a Delaware corporation (the “ Company ”), and its Subsidiaries (as hereinafter defined) by enabling directors and employees of and consultants to, the Company or any of its Subsidiaries to acquire Shares (as hereinafter defined), thereby increasing their personal interest in such growth and success, and (ii) to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries. Awards granted under the Plan (the “ Awards ”) shall be nonqualified stock options (referred to herein as “ Options ” or “ NSOs ”), rights to purchase Shares, restricted stock (referred to herein as “ Restricted Stock ”), restricted stock units (referred to herein as “ Restricted Stock Units ”) and other awards settleable in, or based upon, Common Stock (as hereinafter defined) (“ Other Stock-Based Awards ”).

ARTICLE II

DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below:

“ Adoption Agreement ” means an agreement between the Company and a holder of Shares, pursuant to which such holder agrees to become a party to the Securityholders Agreement.

“ Affiliate ” means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person and/or one or more Affiliates thereof. As used in this definition and the definition of “Change in Control”, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through the ownership of securities or any partnership or other ownership interests, by contract or otherwise) of a Person. The term “Affiliate” shall not include at any time any portfolio companies of Apollo Management VIII, L.P. or any of its Affiliates, other than the Company and its Subsidiaries.

“ Award ” has the meaning set forth in Article I hereof.

“ Award Agreement ” means any writing setting forth the terms of an Award that has been duly authorized and approved by the Board or the Committee.

“ Board ” means the Board of Directors of the Company.

“ Capital Stock ” means any and all shares of, interests and participations in, and other equivalents (however designated) of stock, including, without limitation, all Common Stock.

“ Cause ” means, unless otherwise defined in a Participant’s Award Agreement, (i) any definition of “Cause” in an employment, severance or similar agreement between the Company

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or any of its Subsidiaries and the applicable participant or (ii) if no such agreement is in effect or if any such agreement in effect does not define “Cause,” a termination based upon any one of the following, as determined in good faith by the Board: (1) failure to correct underperformance after written notification from the Board, (2) illegal fraudulent conduct, (3) conviction of or plea of “guilty” or “no contest” to any crime (other than a vehicular misdemeanor), (4) a determination by the Board that Participant’s involvement with the Company or any of its Subsidiaries would have a negative impact on the ability of the Company or any of its Subsidiaries to receive or retain any licenses, (5) being found unsuitable for, or having been denied, a gaming license, or having such license revoked by a gaming regulatory authority in any jurisdiction in which the Company or any of its Subsidiaries conducts operations, (6) willful or material misrepresentation relating to the business, assets or operations of the Company or any of its Subsidiaries, (7) refusal to take any action as reasonably directed by the Board or any superior officer, or (8) material breach of any agreement with the Company, or any of its Subsidiaries.

“ Change in Control ” means (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than the Sponsor, a Sponsor-controlled entity, any personnel affiliated with the Sponsor or a Sponsor-controlled entity, or any Affiliate of the Company immediately prior to such acquisition) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting power of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries), or (ii) consummation of an amalgamation, merger, consolidation, recapitalization or similar business combination transaction of the Company or any direct or indirect Subsidiary thereof with any other entity (other than the Sponsor, a Sponsor-controlled entity, any personnel affiliated with the Sponsor or a Sponsor-controlled entity, or any Affiliate of the Company immediately prior to such transaction) or a sale or other disposition of all or substantially all of the assets of the Company to any other person or entity (other than the Sponsor, a Sponsor-controlled entity, any personnel affiliated with the Sponsor or a Sponsor-controlled entity, or an Affiliate of the Company immediately prior to such transaction), following which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the person or entity that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any parent or other affiliate thereof) at least 50% of the combined voting power of the securities of the Company or, if the Company is not the surviving entity, such surviving entity (or the person or entity that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any parent or other affiliate thereof, outstanding immediately after such transaction.

“ Closing Date ” shall mean December 20, 2013.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means a committee appointed by the Board to administer the Plan.

“ Common Stock ” means the Class B non-voting Common Stock of the Company, par value $0.01 per share.

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“ Company ” has the meaning set forth in Article I hereof.

“ Corporate Transaction ” has the meaning set forth in Article X hereof.

“ Disability ” means, with respect to each Participant, unless otherwise defined in such Participant’s Award Agreement, that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident, disability or health plan covering employees of the Company.

“ Effective Date ” means the date the Plan is adopted by the Board.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, as of any date, the closing price of the Common Stock on any national securities exchange or any national market system (including, but not limited to, The NASDAQ National Market) on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is not then listed on any national securities exchange but is traded over-the-counter at the time determination of its Fair Market Value is required to be made, its Fair Market Value shall be deemed to be equal to the average between the reported high and low sales prices of Common Stock on the most recent date on which Common Stock was publicly traded. If the Common Stock is not publicly traded at the time a determination of its Fair Market Value is made, the Board shall reasonably determine its Fair Market Value in good faith as it deems appropriate (such determination will be made in the manner that satisfies Section 409A of the Code and in good faith, and may be based on the advice of an independent investment banker or appraiser recognized to be an expert in making such valuations, but will not take into account any reduction in value of the Common Stock because the Common Stock (x) represents a minority position, (y) is subject to restrictions on transfer and resale, or (z) lacks liquidity).

“ Investor ” means, collectively, Apollo Management VIII, L.P. and each of its Affiliates and any other investment fund or vehicle managed by Apollo Management VIII, L.P. or any of its Affiliates (including any successors or assigns of any such manager).

“ Investor Investment ” means direct or indirect investments in Shares or other Capital Stock of the Company made by the Investor on or after the Closing Date, but excluding any purchases or repurchases of Shares on any securities exchange or any national market system after an initial public offering.

“ Investor IRR ” means the pretax compounded annual internal rate of return realized by the Investor on the Investor Investment, based on the aggregate amount invested by the Investor for all Investor Investments and the aggregate amount of cash received by the Investor in respect of all Investor Investments, assuming all Investor Investments were purchased by one Person and were held continuously by such Person. The Investor IRR shall be determined based on the actual time of each Investor Investment and actual cash received by the Investor in respect of all

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Investor Investments and including, as a return on each Investor Investment, any cash dividends, cash distributions, cash sales or cash interest made by the Company or any Subsidiary in respect of such Investor Investment during such period, but excluding any other amounts payable that are not directly attributable to an Investor Investment (such exclusions to include, without limitation, management fees and other payments pursuant to a management agreement and expense reimbursement).

“ Notice ” has the meaning set forth in Section 5.7 hereof.

“ NSOs ” has the meaning set forth in Article I hereof.

“ Option ” has the meaning set forth in Article I hereof.

“ Option Price ” has the meaning set forth in Section 5.4 hereof.

“ Option Shares ” has the meaning set forth in Section 5.7(b) hereof.

“ Participant ” has the meaning set forth in Article IV hereof.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Plan ” has the meaning set forth in Article I hereof.

“ Purchase Price ” has the meaning set forth in Section 6.2 hereof.

“ Qualified Public Offering ” means an underwritten public offering of Common Stock by the Company pursuant to an effective Registration Statement filed by the Company with the U.S. Securities and Exchange Commission (other than (i) a registration relating solely to an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (ii) a registration incidental to an issuance of securities under Rule 144A, (iii) a registration on Form S-4 or any successor form, or (iv) a registration on Form S-8 or any successor form) under the Securities Act, pursuant to which the aggregate offering price of the Common Stock sold in such offering is at least $100,000,000.

“ Registration Statement ” means a registration statement filed by the Company with the U.S. Securities and Exchange Commission.

“ Reserved Shares ” means, at any time, an aggregate of 1,250,000 Shares, as the same may be adjusted at or prior to such time in accordance with Article X hereof.

“ Restricted Stock ” means an Award granted to a Participant pursuant to Article VII hereof.

“ Restricted Stock Unit ” means an Award granted to a Participant pursuant to Article VIII hereof.

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“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” means shares of Common Stock.

“ Sponsor ” means Apollo Management VIII, L.P. and its Affiliates.

“ Stock Award ” means an Award of the right to purchase Shares under Article VI of the Plan.

“ Securityholders Agreement ” means the Securityholders Agreement, by and among the Company and certain of its securityholders, dated as of April 28, 2014, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Subsidiary ” means any corporation or other entity of which the Company owns securities or interests having a majority, directly or indirectly, of the ordinary voting power in electing the board of directors, managers, general partners or similar governing Persons thereof.

“ Termination Date ” means the tenth anniversary of the Effective Date.

“ Termination of Service ” means (i) if the Participant is an employee of the Company or any Subsidiary, the termination of the Participant’s employment with the Company and its Subsidiaries for any reason, (ii) if the Participant is a consultant to the Company or any Subsidiary, the termination of the Participant’s consulting relationship with the Company and its Subsidiaries for any reason, and (iii) if the Participant is a director of the Company or any Subsidiary, the termination of the Participant’s service as a director of the Company or such Subsidiary for any reason; including, in the case of clause (i), (ii) or (iii), as a result of such Subsidiary no longer being a Subsidiary of the Company because of a sale, divestiture or other disposition of such Subsidiary by the Company (whether such disposition is effected by the Company or another Subsidiary thereof). Notwithstanding the foregoing, a Termination of Service shall not be deemed to have occurred if a Participant remains an employee, consultant or director of the Company or any Subsidiary. Notwithstanding the foregoing, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code.

“ Vested Options ” means Options that have vested in accordance with the applicable Award Agreement.

ARTICLE III

ADMINISTRATION OF THE PLAN; SHARES SUBJECT TO THE PLAN

The Plan shall be administered by the Board or the Committee. The term “Committee” shall, for all purposes of the Plan, be deemed to refer to the Board if the Board is administering the Plan.

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The Committee shall adopt such rules and regulations as it shall deem appropriate concerning the holding of meetings and the administration of the Plan. The entire Committee shall constitute a quorum and the actions of the entire Committee present at a meeting, or actions approved in writing by the entire Committee, shall be the actions of the Committee.

Except as may otherwise be expressly reserved to the Board as provided herein, and with respect to any Award, except as may otherwise be provided in the Award Agreement evidencing such Award or an employment or consulting agreement between the Participant and Company, the Committee shall have all powers with respect to the administration of the Plan, including the authority to:

(a) determine eligibility and the particular persons who will receive Awards;

(b) grant Awards to eligible persons, determine the price and number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of Awards consistent with the express limits of the Plan, establish the installments (if any) in which such Awards will become exercisable or will vest and the respective consequences thereof (or determine that no delayed exercisability or vesting is required), and establish the events of termination or reversion of such Awards;

(c) approve the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;

(d) construe and interpret the provisions of the Plan and any Award Agreement or other agreement defining the rights and obligations of the Company and Participants under the Plan, make factual determinations with respect to the administration of the Plan, further define the terms used in the Plan, and prescribe, amend and rescind rules and regulations relating to the administration of the Plan;

(e) cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards held by Participants, subject to any required consent under Article XIII ;

(f) accelerate or extend the exercisability or extend the term of any or all outstanding Awards, subject to any consent required under Article XIII ; and

(g) make all other determinations and take such other action as contemplated by this Plan or as may be necessary or advisable for the administration of this Plan and the effectuation of its purposes.

All decisions of the Board or the Committee, as the case may be, shall be reasonable and made in good faith and shall be conclusive and binding on all Participants in the Plan.

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In the event the Company becomes a “publicly-held corporation” as defined in Section 162(m)(2) of the Code, the Company may establish a committee of outside directors meeting the requirements of Section 162(m)(2) of the Code to (i) approve Awards that might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes by the Company pursuant to Section 162(m) of the Code, and (ii) administer the Plan. In such event, the powers reserved to the Committee in the Plan shall be exercised by such committee. In addition, Awards under the Plan may be granted upon satisfaction of the conditions to such grants provided pursuant to Section 162(m) of the Code and any Treasury Regulations promulgated thereunder.

Subject to the provisions of Article X (relating to adjustments upon changes in capital structure and other corporate transactions), the aggregate number of Shares with respect to which Awards may be granted under the Plan shall not exceed the Reserved Shares. Shares that are subject to or underlie Options granted under the Plan that expire or for any reason are canceled or terminated without having been exercised (or Shares subject to or underlying the unexercised portion of any Options, in the case of Options that were partially exercised at the time of their expiration, cancellation or termination), as well as Shares that are subject to Stock Awards made under the Plan that are not actually purchased pursuant to such Stock Awards and Shares that are subject to Restricted Stock or Restricted Stock Units that are forfeited, will again, except to the extent prohibited by law or applicable listing or regulatory requirements, be available for subsequent Award grants under the Plan.

The number of Shares reserved for issuance with respect to Awards granted under the Plan shall at no time be less than the maximum number of Shares which may be issued or delivered at any time pursuant to outstanding Awards.

ARTICLE IV

ELIGIBILITY

Awards may be granted under the Plan only to persons who are employees or directors of, or consultants to, the Company or any of its Subsidiaries on the date of the grant. Each such person to whom an Award is granted under the Plan is referred to herein as a “ Participant ”.

ARTICLE V

STOCK OPTIONS

Options may be granted under the Plan at any time and from time to time on or prior to the Termination Date. Each Option granted under the Plan shall be designated as an NSO and

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shall be subject to the terms and conditions applicable to NSOs set forth in the Plan. Each Option shall be evidenced by an Award Agreement incorporating the terms and provisions of the Plan that shall be executed by the Company and the Participant. The Award Agreement shall specify the number of Shares for which such Option shall be exercisable, the Option Price (as defined in Section 5.4 below) for such Shares and the other terms and conditions of the Option.

The Committee, in its sole discretion, shall determine and set forth in the Award Agreement whether and to what extent any Options are subject to vesting based upon the Participant’s continued service to, or the Participant’s performance of duties for, the Company and its Subsidiaries, or upon any other basis.

Except as may be otherwise provided in an Award Agreement, the date of grant of an Option under this Plan shall be the date as of which the Committee approves the grant.

The Option Price shall be determined by the Committee and set forth in the Award Agreement. In no event, however, may the Committee determine an Option Price that is less than the Fair Market Value of the Share on the date of grant.

Each Option granted under the Plan, to the extent not previously exercised, shall automatically terminate and shall become null and void and be of no further force or effect upon such date or dates as are set forth in the applicable Award Agreement, consistent with the terms of the Plan.

The aggregate Option Price shall be paid in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Committee or by delivery of a personal or certified check payable to the Company); provided that the Committee may, in its sole discretion, specify one or more of the following other forms of payment which may be used by a Participant (but only to the extent permitted by applicable law) upon exercise of his Option:

(a) by surrender of Shares (by delivery of such Shares or by attestation) with a Fair Market Value equal to the Option Price which were obtained by the Participant in the public market (but, subject in any case, to the applicable limitations of Rule 16b-3 under the Exchange Act);

(b) to the extent permitted by applicable law, if the Common Stock is a class of securities then listed or admitted to trading on any national securities exchange or traded on any national market system (including, but not limited to, The Nasdaq National Market), in compliance with any cashless exercise program authorized by the Board or the Committee for use in connection with the Plan at the time of such exercise (but, subject in any case, to the applicable limitations of Rule 16b-3 under the Exchange Act); or

(c) a combination of the methods set forth in this Section 5.6 .

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A Participant (or other person, as provided in Section 11.2 ) may exercise an Option (for the Shares represented thereby) granted under the Plan in whole or in part (but for the purchase of whole Shares only), as provided in the Award Agreement evidencing his Option, by delivering a written notice (the “ Notice ”) to the Secretary of the Company. The Notice shall state:

(a) that the Participant elects to exercise the Option;

(b) the number of Shares with respect to which the Option is being exercised (the “ Option Shares ”);

(c) the method of payment for the Option Shares (which method must be available to the Participant under the terms of his Award Agreement);

(d) the date upon which the Participant desires to consummate the purchase of the Option Shares (which date must be prior to the termination of such Option); and

(e) any additional provisions consistent with the Plan as the Committee may from time to time require.

The exercise date of an Option shall be the date on which the Company receives the Notice from the Participant. Such Notice shall also contain, to the extent such Participant is not then a party to the Securityholders Agreement (and the Securityholders Agreement has not been terminated prior to such date), an Adoption Agreement, in form and substance satisfactory to the Board pursuant to which the Participant agrees to become a party to the Securityholders Agreement.

The Company shall issue stock certificates in the name of the Participant (or other person exercising the applicable Option in accordance with the provisions of Section 11.2 ), representing the Shares purchased upon exercise of the Option as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such Shares; provided that the Company, in its sole discretion, may elect to not issue any fractional Shares upon the exercise of an Option (determining the fractional Shares after aggregating all Shares issuable to a single holder as a result of an exercise of an Option for more than one Share) and, in lieu of issuing such fractional Shares, shall pay the Participant the Fair Market Value thereof as determined by the Board in good faith. Neither the Participant nor any person exercising an Option in accordance with the provisions of Section 11.2 shall have any privileges as a stockholder of the Company with respect to any Shares of stock issuable upon exercise of an Option granted under the Plan until the date of issuance of stock certificates representing such Shares pursuant to this Section 5.8 .

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ARTICLE VI

STOCK AWARDS

Stock Awards may be granted under the Plan at any time and from time to time on or prior to the Termination Date. Each Stock Award shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The Award Agreement shall specify the terms and conditions of the Stock Award, including, without limitation, the number of Shares covered by the Stock Award, the Purchase Price (as defined in Section 6.2 below), if any, for such Shares and the deadline for the purchase of such Shares.

The price (the “ Purchase Price ”), if any, at which each Share covered by the Stock Award may be purchased upon exercise of a Stock Award shall be determined by the Committee and set forth in the applicable Award Agreement. The Company will not be obligated to issue certificates evidencing Shares purchased under this Article VI unless and until it receives full payment of the aggregate Purchase Price therefor and all other conditions to the purchase, as reasonably determined by the Committee, have been satisfied. The Purchase Price of any shares subject to a Stock Award must be paid in full at the time of the purchase.

ARTICLE VII

RESTRICTED STOCK

Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the employees, consultants and directors to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 7.3 . The Committee may, prior to grant, condition the vesting of Restricted Stock upon continued service of the Participant. The provisions of Restricted Stock Awards need not be the same with respect to each recipient.

Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

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(a) Subject to the provisions of the Plan and the Award Agreement referred to in Section 7.3(d) , during the restricted period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of restrictions based upon period of service in installments or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service.

(b) Except as provided in this paragraph (b) and paragraph (a), above, and unless otherwise provided in the applicable Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Shares that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. Dividends payable in Shares and other non-cash dividends and distributions and extraordinary cash dividends shall be held subject to the vesting of the underlying Restricted Stock, unless the Committee determines otherwise in the applicable Award Agreement or makes an adjustment or substitution to the Restricted Stock pursuant to Article X hereof in connection with such dividend or distribution.

(c) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.

(d) Each Award of Restricted Stock shall be confirmed by, and be subject to, the terms of an Award Agreement.

ARTICLE VIII

RESTRICTED STOCK UNITS

Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, either by delivery of Shares to the Participant or by the payment of cash based upon the Fair Market Value of a specified number of Shares. Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the employees, consultants and directors to whom and the time or times at which grants of Restricted Stock Units will be awarded, the number of Shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 8.2 .

The Committee may, in connection with the grant of Restricted Stock Units, condition the vesting thereof upon the continued service of the Participant. Each Award of Restricted

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Stock Units shall be confirmed by, and be subject to, the terms of an Award Agreement. The applicable Award Agreement shall specify the consequences for the Restricted Stock Units of the Participant’s Termination of Service. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits. Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered until they are settled, except to the extent provided in the applicable Award Agreement in the event of the Participant’s death. The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Common Stock or other property corresponding to dividends payable on the Common Stock (subject to Section 21.3 below).

ARTICLE IX

OTHER STOCK-BASED AWARDS

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) dividend equivalents and convertible debentures, may be granted under the Plan.

ARTICLE X

ADJUSTMENTS

In the event of an extraordinary stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Company, an extraordinary cash dividend, separation, spinoff or a reorganization (each, an “ Adjustment Event ”), the Committee or the Board shall make such equitable adjustments, if any, as it deems appropriate and equitable to reflect such change with respect to the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, the number and kind of Shares or other securities subject to outstanding Awards, performance metrics and targets underlying outstanding Awards, and the Option Price of outstanding Options. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, a “ Corporate Transaction ”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, the number and kind of Shares or other securities subject to outstanding Awards, performance metrics and targets underlying outstanding Awards, and the Option Price of outstanding Options. In the case of Corporate Transactions, such adjustments may include, without limitation, the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the Option Price

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of such Option shall conclusively be deemed valid), and/or the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards. Any adjustments referred to in this paragraph shall be made by the Committee or the Board in its discretion and shall, absent manifest error, be conclusive and binding on all Persons holding any Awards granted under the Plan.

ARTICLE XI

RESTRICTIONS ON AWARDS

No Awards shall be granted under the Plan, and no Shares shall be issued and delivered pursuant to Awards granted under the Plan, unless and until the Company and/or the Participant shall have complied with all applicable Federal, state or foreign registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction. The Committee in its discretion may, as a condition to the delivery of any Shares pursuant to any Award granted under the Plan, require the applicable Participant (i) to represent in writing that the Shares received pursuant to such Award are being acquired for investment and not with a view to distribution and (ii) to make such other representations and warranties as are deemed reasonably appropriate by the Committee. Stock certificates representing Shares acquired under the Plan that have not been registered under the Securities Act shall, if required by the Committee, bear such legends as may be required by the Securityholders Agreement or the applicable Award Agreement.

No Award granted under this Plan shall be assignable or otherwise transferable by the Participant, except by designation of a beneficiary, by will or by the laws of descent and distribution. An Award may be exercised during the lifetime of the Participant only by the Participant, unless the Participant becomes subject to a Disability. If a Participant dies or becomes subject to a Disability, his Options shall thereafter be exercisable, during the period specified in the applicable Award Agreement (as the case may be), by his designated beneficiary or if no beneficiary has been designated in writing, by his executors or administrators to the full extent (but only to such extent) to which such Options were exercisable by the Participant at the time of (and after giving effect to any vesting that may occur in connection with) his death or Disability. Before granting any Awards or issuing any Shares under the Plan to any person who is not already a party to the Securityholders Agreement, the Company shall obtain an executed Adoption Agreement from such person, in form and substance satisfactory to the Company, unless a Qualified Public Offering shall have already occurred prior to such grant or issuance.

Neither the adoption of the Plan nor any action of the Board or the Committee shall be deemed to give an employee, director, or consultant any right to be granted an Option to purchase Common Stock, receive an Award under the Plan except as may be evidenced by an

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Award Agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth in the Award Agreement. The Plan will be unfunded. The Company will not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of any Award.

Nothing contained in the Plan or in any Award Agreement shall confer upon any Participant any right with respect to the continuation of his employment by or service with the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any such Subsidiary, in its sole discretion (subject to the terms of any separate agreement to the contrary), at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.

Nothing contained in the Plan or in any Award Agreement will be construed to prevent the Company or any Subsidiary or Affiliate of the Company from taking any corporate action which is deemed by the Company or by its Subsidiaries and Affiliates to be appropriate or in its best interest, whether such action would have an adverse effect on the Plan or any Award made under the Plan. No Participant or beneficiary of a Participant will have any claim against the Company or any Affiliate as a result of any corporate action.

ARTICLE XII

TERM OF THE PLAN

This Plan shall become effective on the Effective Date and shall terminate on the Termination Date. No Awards may be granted after the Termination Date. Any Award outstanding as of the Termination Date shall remain in effect and the terms of the Plan will apply until such Award terminates as provided in the Plan or the applicable Award Agreement.

ARTICLE XIII

AMENDMENT OF PLAN

The Plan may be modified or amended in any respect, and at any time or from time to time, by the Board or by the Committee with the prior approval of the Board. Notwithstanding the foregoing, the Plan may not be modified or amended as it pertains to any existing Award Agreement without the consent of an applicable Participant where such modification or amendment would materially impair the rights of such Participant. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or regulation or the listing standards of the securities exchange, which is, at the applicable time, the principal market for the Common Stock.

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ARTICLE XIV

CAPTIONS

The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights.

ARTICLE XV

WITHHOLDING TAXES

Upon any exercise or payment of any Award, the Company shall have the right at its option and in its sole discretion to (i) require the Participant to pay or provide for payment of the amount of any taxes which the Company or any Subsidiary may be required to withhold with respect to such exercise or payment, (ii) deduct from any amount payable to the Participant in cash or securities in respect of the Award the amount of any taxes which the Company may be required to withhold with respect to such exercise or payment, or (iii) reduce the number of Shares to be delivered to the Participant in connection with such exercise or payment by the appropriate number of Shares, valued at their then Fair Market Value, to satisfy the minimum withholding obligation. In no event will the value of Shares withheld under clause (iii) above exceed the minimum amount of required withholding under applicable law.

ARTICLE XVI

SECTION 83(B) ELECTION

To the extent permitted by the Board or Committee, each Participant of a Stock Award or Restricted Stock may, but is not obligated to, make an election under Section 83(b) of the Code to be taxed currently with respect to any Award issued under this Plan. The election permitted under this Article XVI shall comply in all respects with and shall be made within the period of time prescribed under Section 83(b) of the Code. Each Participant shall prepare such forms as are required to make an election under Section 83(b) of the Code. The Company shall have no liability to any grantee who fails to make a permitted Section 83(b) election in a timely manner.

ARTICLE XVII

CODE SECTION 409A COMPLIANCE

If any distribution or settlement of an Award pursuant to the terms of this Plan or an Award Agreement would subject a Participant to tax under Section 409A of the Code, the Company may modify the Plan or applicable Award Agreement in the least restrictive manner necessary in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without any material diminution in the value of the payments to an affected Participant. Any settlement of Awards subject to Section 409A of the Code in connection with a Change in Control shall be effectuated in a manner that complies with the requirements of Section 409A.

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ARTICLE XVIII

SECTION 16 COMPLIANCE

In the event that the Company becomes subject to Section 16 of the Exchange Act, it is intended that the Plan and any Award made to a Participant subject to Section 16 of the Exchange Act will meet all of the requirements of Rule 16b-3. Accordingly, unless otherwise provided by the Committee, if any provisions of the Plan or any Award would disqualify the Plan or the Award, or would otherwise not comply with Rule 16b-3, such provision or Award will be construed or deemed amended to conform to Rule 16b-3.

ARTICLE XIX

OTHER PROVISIONS

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

ARTICLE XX

NUMBER AND GENDER

With respect to words used in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, and vice versa, as the context requires.

ARTICLE XXI

MISCELLANEOUS

In the case of a grant of an Award to an employee or consultant of any Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the employee or consultant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled should revert to the Company.

The Committee may grant Awards to individuals who are eligible to participate in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote

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achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3.5 for such reinvestment (taking into account then outstanding Options and other Awards).

ARTICLE XXII

GOVERNING LAW

All questions concerning the construction, interpretation and validity of the Plan and the instruments evidencing the Awards granted hereunder shall be governed by and construed and enforced in accordance with the domestic laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

*    *    *    *    *    *

As adopted by the Board of Directors of AP Gaming Holdco, Inc. on April 28, 2014.

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Exhibit 10.3

WHEREAS , the Company, acting through the Company’s Board of Directors (the “ Board ”) has agreed to grant to the Optionee, effective on the date hereof (the “ Grant Date ”), an option under the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”) (capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan or the Securityholders Agreement (as defined in the Plan), as the case may be) to purchase a number of shares of Common Stock (“ Shares ”) on the terms and subject to the conditions set forth in this Agreement and the Plan;

[ WHEREAS , as of the date hereof the Optionee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of the date hereof, pursuant to which the Optionee became a party to the Securityholders Agreement;] ¹ and

WHEREAS , future securities in the Company (including those being acquired pursuant to this Agreement) owned by the Optionee shall be subject to the terms of the Securityholders Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto hereby agree as follows:

Section 1. The Plan . The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan may be obtained from the Company by the Optionee upon request.

Section 2. Option; Option Price . Effective on the Grant Date, on the terms and subject to the conditions of the Plan and this Agreement, the Company hereby grants to the Optionee the option (the “ Option ”) to purchase Shares pursuant to Tranche A options (“ Tranche A Options ”), Tranche B options (“ Tranche B Options ”) and Tranche C Options (“ Tranche C Options ”) at the price per Share (the “ Option Price ”) and in the amounts set forth on the signature page hereto. To the extent permitted by the Board, payment of the Option Price may be made in any manner specified by Section 5.6 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Code.

Section 3. Term . The term of the Option shall commence on the Grant Date and expire on the tenth anniversary of the Grant Date, unless the Option shall have sooner been terminated in accordance with the terms of the Plan or this Agreement.

Section 4. Vesting . Subject to the Optionee’s not having a Termination of Service prior to the applicable vesting date and except as otherwise set forth in Section 7 , the Options shall become exercisable (any Options that shall have become exercisable pursuant to this Section 4, the “ Vested Options ”) in accordance with the following provisions:

(a) Tranche A Options . Twenty percent (20%) of the Tranche A Options shall become Vested Options on each of the first five anniversaries of the Grant Date. In the event of a Termination of Service by the Company or its Subsidiaries without Cause or as a result of the Optionee’s death or Disability (each, a “ Good Leaver Termination ”), any Tranche A Options which would have vested on the next applicable vesting date shall become Vested Options, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In addition, upon a Change in Control, subject to Optionee’s continued employment through the date of the Change in Control, all outstanding unvested Tranche A Options shall immediately vest and become Vested Options.

(b) Tranche B Options . All of the Tranche B Options shall become Vested Options upon the Optionee’s continued employment with the Company or its Subsidiaries through the first date that the Investor achieves an Investor IRR (as determined on a quarterly compounded basis) equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (the “ Tranche B Targets ”). In the event of a Good Leaver Termination, each unvested Tranche B Option will remain eligible to vest subject to the satisfaction of the Tranche B Targets (without regard to the continued service requirement) until the first anniversary of the date of Termination of Service and all unvested Tranche B Options shall be forfeited at that time. In the event of a Change in Control upon which the Tranche B Targets are achieved, all outstanding unvested Tranche B Options will immediately vest and become Vested Options.

(c) Tranche C Options . All of the Tranche C Options shall become Vested Options upon the Optionee’s continued employment with the Company or its Subsidiaries through the first date that the Investor achieves an Investor IRR (as determined on a quarterly compounded basis) equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment (the “ Tranche C Targets ”). In the event of a Good Leaver Termination, each unvested Tranche C Option will remain eligible to vest subject to the satisfaction of the Tranche C Targets (without regard to the continued service requirement) until the first anniversary of the date of Termination of Service and all unvested Tranche C Options shall be forfeited at that time. In the event of a Change in Control upon which the Tranche C Targets are achieved, all outstanding unvested Tranche C Options will immediately vest and become Vested Options.

(d) All decisions by the Board with respect to any calculations pursuant to this Section 4 (absent manifest error), including determination of the Investor IRR and cash-on-cash return, shall be final and binding on the Optionee.

Section 5. Restriction on Transfer/Securityholders Agreement . The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Optionee, except (i) if permitted by the Board, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company. The Option

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shall not be subject to execution, attachment or similar process. Shares of Common Stock acquired pursuant to the exercise of Options hereunder will be subject to the Securityholders Agreement. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Securityholders Agreement shall be null and void and without effect.

Section 6. Optionee’s Employment . Nothing in this Agreement or in the Option shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries, as the case may be, in its sole discretion, to terminate the Optionee’s employment or to increase or decrease the Optionee’s compensation at any time.

Section 7. Termination .

(a) The Option shall automatically terminate and shall become null and void, be unexercisable and be of no further force and effect upon the earliest of:

(i) the tenth anniversary of the Grant Date;

(ii) the 180th day following the Termination of Service in the case of a Termination of Service due to the Optionee’s death or Disability;

(iii) the 90th day following the Termination of Service in the case of a Termination of Service due to a termination by the Optionee or due to a termination by the Company without Cause; and

(iv) the date of the Termination of Service in the case of a Termination of Service for Cause.

(b) Except as otherwise provided in Section 4 of this Agreement, upon a Termination of Service for any reason, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate on the date the Termination of Service occurs.

Section 8. Securities Law Representations . The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of clauses (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

(a) The Optionee is an “accredited investor” within the meaning of Rule 501(a)(4), (5) or (6) of the Securities Act.

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(b) The Optionee is acquiring the Option and, if and when he exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the Shares or Option within the meaning of the Securities Act and/or any applicable state securities laws.

(c) The Optionee acknowledges that he has not acquired the Option or the Shares as a result of any general solicitation or general advertising in the United States, including any meeting whose attendees have been invited by general solicitation or general advertising.

(d) The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors.

(e) The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss.

(f) The Optionee understands that the Option and the Shares are being offered in an acquisition not involving any public offering within the United States within the meaning of the Securities Act and that the Option and the Shares have not been and will not be registered under the Securities Act, and that the Option and the Shares are “restricted securities” as defined by Rule 144(a)(3) under the Securities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act or in an offshore acquisition meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act, each as presently in effect. The Optionee acknowledges reviewing a copy of Rule 144 promulgated under the Securities Act and Regulation S under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law.

(g) The Optionee agrees that he will comply with all applicable laws and regulations in effect in any jurisdiction in which he sells any of the securities or otherwise transfers any interest therein.

(h) The Optionee has read and understands the restrictions and limitations set forth in the Securityholders Agreement, the Plan and this Agreement.

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(i) The Optionee understands and acknowledges that, if and when he exercises the Option, (i) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (ii) except as otherwise provided under the Securityholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Section 9. Designation of Beneficiary . The Optionee may appoint any individual or legal entity in writing as his beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Optionee’s death or Disability. The Optionee may revoke his designation of a beneficiary at any time and appoint a new beneficiary in writing. To be effective, the Optionee must complete the designation of a beneficiary or revocation of a beneficiary by written notice to the Company under Section 10 of this Agreement before the date of the Optionee’s death. In the absence of a beneficiary designation, the legal representative of the Optionee’s estate shall be deemed the beneficiary.

Section 10. Notices . All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to the Company, to:

AP Gaming Holdco, Inc.

6680 Amelia Earhart Court

Las Vegas, NV 89119

Facsimile: (702) 722-6705

Attention: Vic Gallo

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

Apollo Management, L.P.

9 West 57th Street

43rd Floor

New York, New York 10019

Facsimile: (646) 350-1501

Attention: David Sambur

If to the Optionee, at the last address in the records of the Company; or, in all cases, to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier,

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on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 11. Waiver of Breach . The waiver by either party of a breach of any provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

Section 12. Optionee’s Undertaking . The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Agreement and the Plan; provided , however , that such additional actions and documents are consistent with the terms of this Agreement.

Section 13. Modification of Rights . The rights of the Optionee are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Options granted hereby). Notwithstanding the foregoing, the Optionee’s rights under this Agreement and the Plan may not be materially impaired without the Optionee’s prior written consent.

Section 14. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 15. Restrictive Covenants . The grant, vesting and exercise of Options pursuant to this Agreement shall be subject to the Optionee’s continued compliance with the restrictive covenants in Section 9 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement between the Optionee and the Company (or one of its Affiliates).

Section 16. Withholding . As a condition to exercising this Option in whole or in part, the Optionee will pay, or make provisions satisfactory to the Company for payment of, any federal, state and local taxes required to be withheld in connection with such exercise.

Section 17. Counterparts . This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

Section 18. Entire Agreement . This Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

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Section 19. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 20. Waiver of Jury Trial . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Nonqualified Stock Option Agreement as of the date first written above.

[ Signature Page to [Participant] Option Agreement ]

Exhibit 10.4

WHEREAS , the Investor desires to acquire certain shares of Common Stock (as defined in the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”));

WHEREAS , (i) as of the date hereof, the Investor is an employee, consultant or independent contractor of the Company or a subsidiary thereof, and is expected to continue in such capacity with the Company or a subsidiary thereof, and (ii) as a result, pursuant to this Agreement, the Company is offering the Investor the opportunity to acquire Common Stock and options to acquire shares of Common Stock (“ Stock Options ”) in accordance with Article V of the Plan; and

WHEREAS , the Company is willing to issue to the Investor the Securities (as defined below) as set forth on Schedule 1 hereto on the terms and conditions provided below.

NOW, THEREFORE , in consideration of the promises and of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

1. Subscription; Price . The Investor hereby subscribes for and offers to purchase the number of shares of Common Stock set forth on the signature page to this Agreement (collectively, the “ Shares ”); irrevocably tenders this Agreement; and agrees to pay the amount in cash to the Company set forth on the signature page to this Agreement by [            ] as aggregate consideration for the Shares (the “ Subscription Price ”). The Company shall issue one or more certificates representing the Shares to Investor against payment therefor. In addition, in connection with the acquisition of the Shares, Investor shall be issued that number of Stock Options set forth in that stock option agreement by and between the Investor and the Company as of even date herewith (the Stock Options, together with the Shares, the “ Securities ”).

2. Representations and Warranties of Investor . The Investor hereby represents and warrants to the Company as follows (where the context so requires, for the purposes of this Section 2, “Securities” shall include any shares of Common Stock issued in respect of Stock Options exercised):

(a) Authority; Validity . Investor has full power, legal right and authority to execute, deliver and perform the terms of this Agreement and to consummate the transactions contemplated by this Agreement and no consent of any third party not previously obtained is required to do so. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all requisite action and no other proceedings on the part of Investor are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes a valid and binding agreement

of Investor, enforceable against Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b) No Conflicts . The execution, delivery and performance by Investor of this Agreement and any other agreement, certificate or document executed by Investor in connection with this Agreement, and the transactions (and the consummation of the transactions) contemplated by this Agreement and any related agreements will not: (i) violate or conflict with any laws, rules or regulations of any government authority having jurisdiction, or (ii) result in the breach of, or constitute a default (with or without notice or lapse of time, or both) under, or require any consent under, any provision of (x) any debt instrument, indenture, mortgage agreement or other instrument or arrangement to which Investor is a party or (y) any judgment, order or decree by which Investor is bound.

(c) United States Person . Investor is a “United States Person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, meaning that Investor is a citizen or resident of the United States.

(d) Private Offering Exemption . Investor understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and that this sale is being made in reliance on one or more exemptions for private offerings.

(e) Investment Characteristics; Risk; Liquidity; Registration . Investor understands that (i) an investment in the Shares involves a high degree of risk, and it may lose the entire amount of its investment, (ii) the Company has only recently been organized, has no financial or operating history and will hold Common Stock and will have no other operations other than those of its subsidiaries, (iii) the Company does not expect to pay dividends for the foreseeable future and (iv) the Shares are illiquid, and Investor must bear the economic risk of an investment in the Shares for an indefinite period of time unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Except as otherwise provided in the Securityholders Agreement, Investor further understands that (A) there is no existing public or other market for the Shares, and there can be no assurance as to when, or whether, any such market will develop, or that Investor will be able to sell or dispose of its Shares and (B) the Shares have not been registered under the Securities Act or under the securities laws of any other jurisdiction, and the Company is under no obligation to, and currently does not intend to, register or qualify the Shares for resale by Investor or assist Investor in complying with any exemption under the Securities Act or the securities laws of any other jurisdiction; an offer or sale of Shares by Investor in the absence of registration under the Securities Act will require the availability of an exemption thereunder; a restrictive legend in substantially the form set forth in Section 7 of this Agreement shall be placed on the certificates representing the Shares; and a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer.

(f) Investment Purpose; No Resale or Distribution Intent . The Securities for which Investor hereby subscribes are being acquired solely for Investor’s own account and for

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investment only. Investor is not purchasing the Securities with a view to or for the resale, distribution, subdivision or fractionalization thereof and Investor has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose. Investor understands and agrees that the Company shall have no obligation to recognize the ownership, beneficial or otherwise, of such Securities of anyone other than Investor and that no such Securities shall be transferable except upon the conditions set forth in the Securityholders Agreement relating to the Company, dated as of April 28, 2014 (as the same may be amended, modified, or supplemented, the “ Securityholders Agreement ”), entered into by the Investor and certain shareholders of the Company.

(g) Qualifications . Investor (i) has adequate means of providing for Investor’s current needs and possible contingencies, and Investor has no need for liquidity in its investment in the Company, (ii) can bear the economic risk of losing its entire investment in the Company, and (iii) either (x) has, alone or together with a Purchaser Representative (as defined in Rule 501(h) of the Securities Act), such knowledge and experience in financial and business matters that Investor is capable of evaluating the relative risks and merits of this investment or (y) is an “accredited investor” as the quoted term is defined under the Securities Act and the rules and regulations promulgated thereunder.

(h) Investigation . Investor acknowledges that it has been provided with such information as it deems necessary to evaluate the merits and risks of investing in the Shares (including, without limitation, such financial and other information regarding the Company and its subsidiaries) and has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risk of investing in the Shares; and in making the decision to invest in the Company, Investor has relied solely upon independent investigations made by Investor. No representations or warranties, oral or otherwise, have been made to Investor or any party acting on Investor’s behalf that are inconsistent with the written materials which have been supplied to Investor by the Company.

(i) Brokers’ Fees . Investor has not entered into any agreement to pay any brokers’ or finders’ fees to any person with respect to this Agreement.

(j) Securityholders Agreement . Investor has executed the Securityholders Agreement and is bound by its terms and conditions.

3. Conditions; Transferability . Investor shall, simultaneously with the execution and delivery of this Agreement, execute, and agrees not to transfer or assign this Agreement or any of Investor’s interest in this Agreement or in the Company except as permitted by the terms of the Securityholders Agreement, and further agrees that the assignment and transferability of the Securities (including shares of Common Stock issued in respect of Stock Options exercised) shall be permitted only in accordance with applicable law and the terms of the Securityholders Agreement.

4. Revocation; Assignment and Termination . Investor agrees that it will not cancel, terminate or revoke this Agreement and further agrees not to transfer or assign this Agreement or any of Investor’s interest in this Agreement without the prior written consent of the Company.

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5. Representations and Warranties of the Company . The Company represents and warrants as follows:

(a) Authority . The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has full power, legal right and authority to execute, deliver and perform the terms of this Agreement, to issue the Securities in accordance with the terms and subject to the conditions of this Agreement and to consummate the transactions contemplated by this Agreement and no consent of any third party not previously obtained is required to do so. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by the Company have been duly and validly authorized by all requisite action and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly authorized, executed and delivered by the Investor, constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b) No Conflicts . Assuming the accuracy of Investor’s representations and warranties, the execution, delivery and performance by the Company of this Agreement and any other agreement, certificate of document executed by the Company in connection herewith, and the consummation of the transactions contemplated by this Agreement and any related agreements by the Company will not: (i) violate or conflict with any laws, rules or regulations of any government authority having jurisdiction over or applicable to the Company; or (ii) result in the breach of, or constitute a default (with or without notice or lapse of time, or both) under, or require any consent under, any provision of (x) the Company’s certificate of incorporation and bylaws; (y) any agreement or other instrument or arrangement to which the Company is a party; or (z) any judgment, order or decree by which the Company is bound.

(c) Issuance of and Title to Shares . Upon issuance, the Shares will be duly authorized and validly issued, fully paid and nonassessable. Upon issuance of the Shares to Investor, Investor will acquire good and valid title to the Shares, free and clear of any encumbrances.

6. Miscellaneous .

(a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to (i) the Company c/o Apollo Management VIII, L.P., 9 West 57th Street, 43rd Floor, New York, New York 10019, Attention: David Sambur and (ii) the Investor at the address set forth on the Investor’s signature page hereto.

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(b) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware.

(c) This Agreement and the Securityholders Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.

(d) Whenever required by the context hereof, the singular shall include the plural, and vice versa. Any gender-specific reference applies to the other gender as context requires.

(e) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

(f) All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and transfer of any Shares.

7. Legends . All certificates evidencing Shares owned by the Investor or its respective transferees permitted hereunder shall in addition to any other legend required by contract or applicable law bear a legend in substance as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

8. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be

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invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

[ Signature Page Follows ]

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Please print or type the full name(s) in which ownership of the Shares are to be registered:

Please print or type your Social Security Number(s) or other Taxpayer Identification Number(s):

By signing the attached, you acknowledge and agree that the Company or its subsidiaries may deduct, at your written request, from any payments due from the Company or its subsidiaries to you, a total amount equal to the Subscription Price, and you hereby consent to such deduction and offset.

[ Signature Page to [Investor] Subscription Agreement ]

The foregoing Subscription Agreement is accepted and agreed to by the Company as of the date first written above.

[ Signature Page to [Investor] Subscription Agreement ]

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into as of April 28, 2014 by and between AP Gaming Holdco, Inc., a Delaware corporation (“ Parent ”), and David Lopez (the “ Executive ”).

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Employment Period . Parent hereby agrees to cause AGS Capital, LLC, a subsidiary of Parent (the “ Company ”), to employ the Executive, and the Executive hereby agrees to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on February 3, 2014 and ending on the third anniversary thereof (the “ Employment Period ”); provided , however , that commencing on such third anniversary, and on each subsequent anniversary of such date (such third anniversary and each annual anniversary thereof shall each be hereinafter referred to as a “ Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate on the first anniversary of such Renewal Date, unless, at least 90 days prior to a Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended. Notwithstanding the foregoing, the Employment Period shall immediately expire upon any termination of the Executive’s employment with the Company and its subsidiaries pursuant to Section 3 hereof.

2. Terms of Employment . (a)  Position; Location . During the Employment Period, the Executive shall serve as President and Chief Executive Officer of the Company, and shall serve on the Board of Directors of the Company (the “ Board ”). During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, the Executive’s services shall be performed in the Las Vegas, Nevada area, subject to business travel at the Company’s request.

(b) Compensation and Employee Benefits .

(i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“ Base Salary ”) of no less than $500,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically, and, if adjusted (but not below $500,000), the term “Base Salary” shall refer to such adjusted amount.

(ii) Annual Bonus . During the Employment Period, the Executive shall be eligible to receive an annual performance-based bonus pursuant to an annual plan to be established by the Company, with an annual target bonus of $500,000. Actual annual bonus amounts shall be determined by the Board in its sole discretion. With respect to each of the first five annual bonuses payable to the Executive hereunder, the actual bonus amount determined by the Board shall be reduced by $25,000.

(iii) Other Employee Benefit Plans . During the Employment Period, the Executive shall be entitled to participate in employee benefit plans, practices, policies and programs generally applicable to employees of the Company on the same terms applicable to similarly situated senior executives of the Company.

(iv) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the Company’s policies.

(v) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company as in effect with respect to similarly situated senior executives of the Company.

(vi) Indemnification . During the Employment Period, the Executive shall be provided with directors and officers indemnification insurance coverage in accordance with the terms of the Company’s policies for similarly situated directors and officers as in effect from time to time (which policies may be subject to change).

3. Termination of Employment . (a)  Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 9(b) hereof of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “ Disability Effective Date ”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 90 business days within a one-year period as a result of incapacity due to mental or physical illness which is determined to be permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “ Cause ” shall mean the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) illegal fraudulent conduct, (ii) conviction of or plea of “guilty” or “no contest” to any crime constituting a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to any person, (iii) a determination by the Board that the Executive’s involvement with the Company would have a negative impact on the Company’s ability to receive or retain any licenses, (iv) being found unsuitable for, or having been denied, a gaming license, or having such license revoked by a gaming regulatory authority in any jurisdiction in which the Company or any of its subsidiaries or affiliates conducts operations, (v) willful or material misrepresentation to the Company or to members of the Board relating to the business, assets or operations of the Company, (vi) refusal to take any action that is consistent with the Executive’s obligations and responsibilities hereunder as reasonably directed by the Board, if such refusal is not cured within five days of written notice from the Board, or (vii) material breach of any agreement with the Company and its affiliates, which material breach has not been cured within 30 days of written notice from the Board.

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(c) Good Reason . The Executive’s employment may be terminated by the Executive for Good Reason or without Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) removal of the Executive from the office of President and Chief Executive Officer of the Company or a change in reporting lines such that the Executive no longer reports to the Board, (ii) a requirement that the Executive be based anywhere other than within 35 miles of Las Vegas, Nevada, or (iii) a notice pursuant to Section 1 hereof from the Company to the Executive of non-extension of the Employment Period; provided , however , that a termination will not be for “Good Reason” under this Section 3(c) unless the Executive shall have provided written notice to the Company of the existence of one of the conditions described in this Section 3(c) within 30 days following the initial existence of such condition, specifying in reasonable detail such condition, the Company shall have had 30 days following receipt of such written notice (the “ Cure Period ”) to remedy the condition, the Company shall have failed to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive shall have thereafter and prior to the Date of Termination provided a Notice of Termination (as defined below) to the Company, and the Executive’s Date of Termination (as defined below) shall have occurred within 30 days following expiration of such Cure Period.

(d) Notice of Termination . Any termination by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 9(b) hereof. For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice).

(e) Date of Termination . “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company for Cause or without Cause, or by the Executive for or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be (except that in the case of a termination by the Executive, the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. Effective upon the Date of Termination, the Executive hereby resigns from the Board and from all offices and positions that he then holds with the Company and its affiliates, and agrees to execute all documentation and take all other actions necessary to effectuate such resignations. Notwithstanding any provision of this Agreement to the contrary, any references to termination of the Executive’s employment or Date of Termination shall mean, to the extent necessary to avoid the imposition of excise taxes and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and refer to the date of the Executive’s “separation from service,” as that term is defined in Section 409A and Treasury Regulations Section 1.409A-1(h).

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4. Obligations of the Company upon Termination .

(a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive resigns employment for Good Reason, then, the Company shall:

(i) pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the sum of the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and any accrued but unpaid vacation (the “ Accrued Obligations ”);

(ii) subject to the Executive’s execution within 50 days of the Date of Termination (and non-revocation) of a release of claims in a form satisfactory to the Company (the “ Release Requirements ”) and the Executive’s continued compliance with the Covenants (as defined in Section 7), continue the Executive’s Base Salary in effect prior to the Date of Termination through the second anniversary thereof in accordance with the Company’s payroll practices as in effect on the Date of Termination (it being understood that in the event that the Executive does not ultimately satisfy the Release Requirements or comply with the Covenants, the Executive shall return any continuation payments previously made pursuant to this clause);

(iii) subject to the Executive’s compliance with the Release Requirements and the Executive’s continued compliance with the Covenants, make available continued health benefits to the Executive and his eligible dependents pursuant to the Consolidated Budget Reconciliation Act of 1985, at no greater cost to the Executive than would apply if he were an active employee, through the first to occur of (A) his commencement of employment with a subsequent employer and (B) the date that is 18 months following the Date of Termination (or, if earlier, the date such benefit is determined to constitute a discriminatory benefit under, result in the imposition of an excise tax under, or otherwise violate, Section 105(h) of the Internal Revenue Code of 1986, as amended, or the Patient Protection and Affordable Care Act); and

(iv) to the extent not theretofore paid or provided, timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice, or contract, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice or contract of the Company through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “ Other Benefits ”).

(b) Other Termination . If the Executive’s employment is terminated during the Employment Period for a reason other than those governed by Section 4(a) hereof, the Employment Period shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

5. Non-exclusivity of Rights . Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 4(a) hereof, the Executive shall not be entitled

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to any severance pay or benefits under any severance plan, program or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

6. No Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts payable to the Executive under Section 4(a) hereof and such amounts shall not be reduced whether or not the Executive obtains other employment.

7. Restrictive Covenants . (a)  Confidentiality; Work Product . During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates (provided, however, that the Executive’s employment by a subsequent employer while he still has knowledge of any such information shall not, by itself, constitute a breach of this provision, so long as he does not disclose the same to any third party). All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Executive, alone or with others, while an employee of the Company and its subsidiaries which are related to the business of the Company or its affiliates shall be and become the sole property of the Company, and the Executive hereby assigns any and all rights therein or thereto to the Company. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitation, any copies thereof) upon termination of employment for any reason whatsoever.

(b) Noncompetition . While employed by the Company and its subsidiaries and for a period of 24 months thereafter (the “ Restricted Period ”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its subsidiaries is doing business or intends to do business at any time during his employment with the Company and its affiliates or during the six-month period following the termination of such employment, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business that engages in any line of business conducted by the Company and its subsidiaries at any time during his employment with the Company and its affiliates or during the six-month period following the termination of such employment (each a “ Competitive Business ”); provided, that his ownership of securities of 2% or less of any publicly traded class of securities of a public company shall not violate this paragraph.

(c) Nonsolicitation . During the Restricted Period, the Executive will not, directly or indirectly, (i) solicit for employment any individual who is then an employee of the

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Company or its subsidiaries or who was an employee of the Company or its subsidiaries within the previous 12 months (a “ Covered Employee ”), or (ii) contract for, hire or employ any Covered Employee earning at least $100,000 in annualized base compensation as of the Covered Employee’s most recent date of employment with the Company. During the Restricted Period, the Executive will also not take any action that could reasonably be expected to have the effect of encouraging or inducing any employee, representative, officer or director of the Company or any of its subsidiaries to cease his or her relationship with the Company or any of its subsidiaries for any reason. In addition, during the Restricted Period, the Executive will not, with respect to providing services in a Competitive Business, solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

(d) Nondisparagement . At all times during his employment and thereafter, the Executive will refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of Apollo Management VIII, LP (“ Apollo ”), the Company or any of their respective affiliates; and, at all times during his employment and thereafter, the Company and its subsidiaries will, subject to requirements of law, refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Executive.

(e) Representations . The Executive represents to the Company and its affiliates, including Apollo that, in fulfilling his duties or responsibilities to the Company and its affiliates or for any other reason, he will not disclose or disseminate any information from any of his former employers that would be considered by such former employers to be confidential information. In addition, he represents that, except as previously disclosed to Apollo in writing (“ Disclosed Arrangements ”), he is not subject to any covenant not to compete that would limit his ability to fulfill his duties and responsibilities hereunder. Apollo agrees to indemnify, defend and hold the Executive harmless from and against any and all damages, costs and expenses (including attorney fees) resulting from any claim by a third party of a breach of a covenant not to compete in a Disclosed Arrangement that is directly related to his being employed by the Company.

(f) Remedies . The parties agree that the provisions of Sections 7(a), 7(b), 7(c) and 7(d) (the “ Covenants ”) have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive acknowledges and agrees that the Covenants are reasonable in light of all of the circumstances, are sufficiently limited to protect the legitimate interests of the Company and its affiliates, impose no undue hardship on the Executive, and are not injurious to the public, and further acknowledges and agrees that the Executive’s breach of the Covenants will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and that if the Company elects to prevent the Executive from breaching such provisions by obtaining an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits. Accordingly, notwithstanding Section 9(a) hereof, the Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security

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and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. In the event that the Covenants shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

(g) Survival . The provisions of this Section 7 shall survive termination of the Employment Period for any reason.

8. Successors . (a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

9. Miscellaneous . (a)  Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to principles of conflict of laws. Subject to Section 7(f) hereof, any controversy or claim arising out of or relating to this Agreement shall be settled by final, binding and nonappealable arbitration in New York, New York. Subject to the following provisions, any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: To the most recent address on file with the Company.

If to the Company, to:

AP Gaming Holdco, Inc.

6680 Amelia Earhart Court

Las Vegas, NV 89119

Facsimile: (702) 722-6705

Attention: Vic Gallo

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

Apollo Management, L.P.

9 West 57th Street

43rd Floor

New York, New York 10019

Facsimile: (646) 350-1501

Attention: David Sambur

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(d) Section 409A . It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A or an exemption thereto. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A to the extent necessary in order to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A shall be made in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Without limiting the generality of the foregoing, to the extent required in order to comply with Section 409A, amounts and benefits to be paid or provided under Section 4(a) hereof during the period between the Executive’s termination of service with the Company and the six-month anniversary thereof, shall be paid or provided to the Executive on the first business day after the date that is six months following the date of such termination.

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(e) Whole Agreement . This Agreement supersedes all agreements between the parties covering the same subject matter, including, without limitation, the management employment term sheet between the Executive and the Company, dated January 27, 2014. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, Parent has caused these presents to be executed in its name of its behalf, all as of the day and year first above written.

DAVID LOPEZ
AP GAMING HOLDCO, INC.
By:
Name:		David Sambur
Title:		Chief Executive Officer, President, Treasurer and Secretary

[Signature Page to Lopez Employment Agreement]

Exhibit 10.6

WHEREAS , the Company, acting through the Company’s Board of Directors (the “ Board ”) has agreed to grant to the Optionee, effective on the date hereof (the “ Grant Date ”), an option under the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”) (capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan or the Securityholders Agreement (as defined in the Plan), as the case may be) to purchase a number of shares of Common Stock (“ Shares ”) on the terms and subject to the conditions set forth in this Agreement and the Plan;

WHEREAS , as of the date hereof the Optionee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of the date hereof, pursuant to which the Optionee became a party to the Securityholders Agreement; and

WHEREAS , future securities in the Company (including those being acquired pursuant to this Agreement) owned by the Optionee shall be subject to the terms of the Securityholders Agreement.

NOW, THEREFORE , in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto hereby agree as follows:

Section 1. The Plan . The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan may be obtained from the Company by the Optionee upon request.

Section 2. Option; Option Price . Effective on the Grant Date, on the terms and subject to the conditions of the Plan and this Agreement, the Company hereby grants to the Optionee a fully vested option (the “ Option ”) to purchase Shares on the terms set forth herein and in the amounts set forth on the signature page hereto. To the extent permitted by the Board, payment of the Option Price may be made in any manner specified by Section 5.6 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Code.

Section 3. Term . The term of the Option shall commence on the Grant Date and expire on the earlier of the second anniversary of the Grant Date and the Optionee’s Termination of Service for any reason. Upon expiration, the Option shall immediately terminate and become null and void, unexercisable and be of no further force and effect.

Section 4. Restriction on Transfer/Securityholders Agreement . The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Optionee, except (i) if permitted by the Board, (ii) by will or the laws of descent and distribution or

(iii) pursuant to beneficiary designation procedures approved by the Company. The Option shall not be subject to execution, attachment or similar process. Shares of Common Stock acquired pursuant to the exercise of Options hereunder will be subject to the Securityholders Agreement. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Securityholders Agreement shall be null and void and without effect.

Section 5. Optionee’s Employment . Nothing in this Agreement or in the Option shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries, as the case may be, in its sole discretion, to terminate the Optionee’s employment or to increase or decrease the Optionee’s compensation at any time.

Section 6. Securities Law Representations . The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

(a) The Optionee is an “accredited investor” within the meaning of Rule 501(a)(4), (5) or (6) of the Securities Act.

(b) The Optionee is acquiring the Option and, if and when he exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the Shares or Option within the meaning of the Securities Act and/or any applicable state securities laws.

(c) The Optionee acknowledges that he has not acquired the Option or the Shares as a result of any general solicitation or general advertising in the United States, including any meeting whose attendees have been invited by general solicitation or general advertising.

(d) The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has relied and will rely only upon the advice of his own legal counsel, tax advisors and/or investment advisors.

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(e) The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss.

(f) The Optionee understands that the Option and the Shares are being offered in an acquisition not involving any public offering within the United States within the meaning of the Securities Act and that the Option and the Shares have not been and will not be registered under the Securities Act, and that the Option and the Shares are “restricted securities” as defined by Rule 144(a)(3) under the Securities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act or in an offshore acquisition meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act, each as presently in effect. The Optionee acknowledges reviewing a copy of Rule 144 promulgated under the Securities Act and Regulation S under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law.

(g) The Optionee agrees that he will comply with all applicable laws and regulations in effect in any jurisdiction in which he sells any of the securities or otherwise transfers any interest therein.

(h) The Optionee has read and understands the restrictions and limitations set forth in the Securityholders Agreement, the Plan and this Agreement.

(i) The Optionee understands and acknowledges that, if and when he exercises the Option, (i) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (ii) except as otherwise provided under the Securityholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Section 7. Designation of Beneficiary . The Optionee may appoint any individual or legal entity in writing as his beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Optionee’s death or Disability. The Optionee may revoke his designation of a beneficiary at any time and appoint a new beneficiary in writing. To be effective, the Optionee must complete the designation of a beneficiary or revocation of a beneficiary by written notice to the Company under Section 8 of this Agreement before the date of the Optionee’s death. In the absence of a beneficiary designation, the legal representative of the Optionee’s estate shall be deemed the beneficiary.

Section 8. Notices . All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and

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delivered if personally delivered or if sent by nationally recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to the Company, to:

AP Gaming Holdco, Inc.

6680 Amelia Earhart Court

Las Vegas, NV 89119

Facsimile: (702) 722-6705

Attention: Vic Gallo

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

Apollo Management, L.P.

9 West 57th Street

43rd Floor

New York, New York 10019

Facsimile: (646) 350-1501

Attention: David Sambur

If to the Optionee, at the last address in the records of the Company; or, in all cases, to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 9. Waiver of Breach . The waiver by either party of a breach of any provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

Section 10. Optionee’s Undertaking . The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Agreement and the Plan; provided , however , that such additional actions and documents are consistent with the terms of this Agreement.

Section 11. Modification of Rights . The rights of the Optionee are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Options granted hereby). Notwithstanding the foregoing, the Optionee’s rights under this Agreement and the Plan may not be materially impaired without the Optionee’s prior written consent.

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Section 12. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 13. Restrictive Covenants . The grant and exercise of Options pursuant to this Agreement shall be subject to the Optionee’s continued compliance with the restrictive covenants in Section 9 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement between the Optionee and the Company (or one of its Affiliates).

Section 14. Withholding . As a condition to exercising this Option in whole or in part, the Optionee will pay, or make provisions satisfactory to the Company for payment of, any Federal, state and local taxes required to be withheld in connection with such exercise.

Section 15. Counterparts . This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

Section 16. Entire Agreement . This Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

Section 17. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 18. Waiver of Jury Trial . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

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IN WITNESS WHEREOF, the parties hereto have executed this Nonqualified Stock Option Agreement as of the date first written above.

AP GAMING HOLDCO, INC.
By:
		Name:		David Sambur
		Title:		Chief Executive Officer, President, Treasurer and Secretary
DAVID LOPEZ

Exhibit 10.7

WHEREAS, the Company, acting through the Company’s Board of Directors has agreed to grant to the Grantee, effective on the date hereof (the “ Grant Date ”), Restricted Shares (as defined below) under the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”) on the terms and subject to the conditions set forth in this Agreement and the Plan; and

WHEREAS , as of the date hereof the Grantee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of April 28, 2014, pursuant to which the Grantee became a party to the Securityholders Agreement; and

WHEREAS , future securities in the Company (including those being acquired pursuant to this Agreement) owned by the Grantee shall be subject to the terms of the Securityholders Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto hereby agree as follows:

Section 1. The Plan . The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan may be obtained from the Company by the Grantee upon request. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan.

Section 2. Grant . Subject to the terms of this Agreement, the Company hereby grants to the Grantee an Award of Restricted Stock with respect to an aggregate of 50,000 restricted shares of Common Stock of the Company (subject to adjustment as provided in Article X of the Plan) (the “ Restricted Shares ”).

Section 3. Vesting . The Restricted Shares shall vest, and the restrictions imposed on the Restricted Shares pursuant to this Section 3 shall lapse, in five equal installments on each of the first five anniversaries of the Grant Date; provided that, in each case, the Grantee has not incurred a Termination of Service prior to the applicable vesting date. Notwithstanding the foregoing, in the event that the Grantee incurs a Termination of Service due to a termination by the Company without Cause or by the Grantee for Good Reason, any Restricted Shares that would have vested had the Grantee remained employed through the first anniversary of such Termination of Service shall accelerate and vest upon such Termination of Service. Any Restricted Shares that are not vested as of the date of the Grantee’s Termination of Service, and that do not vest upon such Termination of Service pursuant to the immediately preceding sentence, shall be immediately forfeited upon such Termination of Service. Prior to the vesting of a Restricted

Share, such Restricted Share shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, hypothecation, pledge or otherwise. After vesting of a Restricted Share, such Restricted Share shall have the same attributes, terms and conditions as other Shares, as set forth in the Securityholders Agreement, and shall be subject to repurchase as set forth in the Securityholders Agreement.

Section 4. Grantee’s Service . Nothing in this Agreement shall confer upon the Grantee any right to continue as an employee of, or other service provider to, the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of the Company, its Subsidiaries or its Affiliates, as the case may be, in their respective sole discretion, to terminate the Grantee’s employment or service relationship or to increase or decrease the Grantee’s compensation at any time.

Section 5. Securities Law Representations . The Grantee acknowledges that the Restricted Shares are not being registered under the Securities Act based, in part, in (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Grantee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of clauses (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Grantee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

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Section 6. Designation of Beneficiary . The Grantee may appoint any individual or legal entity in writing as his beneficiary to receive any Shares (to the extent not previously terminated or forfeited) under this Agreement upon the Grantee’s death or becoming subject to a Disability. The Grantee may revoke his designation of a beneficiary at any time and appoint a new beneficiary in writing. To be effective, the Grantee must complete the designation of a beneficiary or revocation of a beneficiary by written notice to the Company under Section 7 of this Agreement before the date of the Grantee’s death. In the absence of a beneficiary designation, the legal representative of the Grantee’s estate shall be deemed the Grantee’s beneficiary.

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Section 7. Notices . All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to the Company, to:

AP Gaming Holdco, Inc.

6680 Amelia Earhart Court

Las Vegas, NV 89119

Facsimile: (702) 722-6705

Attention: Vic Gallo

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

Apollo Management, L.P.

9 West 57th Street

43rd Floor

New York, New York 10019

Facsimile: (646) 350-1501

Attention: David Sambur

If to the Grantee, at the last address in the records of the Company; or, in all cases, to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

Any of the foregoing notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 8. Waiver of Breach . The waiver by either party of a breach of any provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

Section 9. Grantee’s Undertaking . The Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Grantee pursuant to the express provisions of this Agreement and the Plan.

Section 10. Modification of Rights . The rights of the Grantee are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Restricted Shares granted hereby). Notwithstanding the foregoing, the Grantee’s rights under this Agreement and the Plan may not be materially impaired without the Grantee’s prior written consent.

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Section 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 12. Restrictive Covenants . The purchase, grant and vesting of the Restricted Shares pursuant to this Agreement shall be subject to the Grantee’s continued compliance with the restrictive covenants in Section 9 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement between the Grantee and the Company (or one of its Affiliates).

Section 13. Counterparts . This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

Section 14. Entire Agreement . This Agreement, the Plan, the Securityholders Agreement and the other writings specifically referred to herein constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

Section 15. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 16. Waiver of Jury Trial . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

Section 17. Dividend and Voting Rights . After the Grant Date, the Grantee shall be entitled to cash dividends that are payable on the same number of Shares as the Restricted Shares, except that such dividends shall vest only and be payable as and when the underlying Restricted Shares become vested. In addition, the Grantee shall have voting rights with respect to the Restricted Shares subject to the Award, provided that such rights shall terminate immediately as to any Restricted Shares that are repurchased by the Company or that are otherwise forfeited.

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Section 18. Tax Withholding . The Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its subsidiaries may reasonably be obligated to withhold with respect to the grant, vesting, making of an election under Section 83(b) of the Code or other event with respect to the Restricted Shares. The Company’s obligation to deliver the Restricted Shares or any certificates evidencing the Restricted Shares (or to make a book entry or other electronic notation indicating ownership of the Restricted Shares), or otherwise remove the restrictive notations or legends on such shares or certificates that refer to nontransferability as set forth in Section 3 of this Agreement, is subject to the condition precedent that the Grantee either pay or provide for the amount of any such withholding obligations in such manner as may be authorized by the Committee under, or as may otherwise be permitted under, Article XV of the Plan.

Section 19. Stock Power; Power of Attorney . Concurrent with the execution and delivery of this Agreement, the Grantee shall deliver to the Company an executed stock power in the form attached hereto as Exhibit A , in blank, with respect to the Restricted Shares and any related Restricted Property. The Grantee, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Agreement, the Company and each of its authorized representatives as the Grantee’s attorney(s)-in-fact to (1) effect any transfer to the Company (or other purchaser, as the case may be) of the Restricted Shares acquired pursuant to this Agreement (including any related Restricted Property) that are repurchased by the Company (or other permitted purchaser), and (2) execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Agreement as of the date first written above.

AP GAMING HOLDCO, INC.
By:
		Name:		David Sambur
		Title:		Chief Executive Officer, President, Treasurer and Secretary
DAVID LOPEZ