Global Cash Access Holdings, Inc. Sample Contracts

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2007 • Global Cash Access Holdings, Inc. • Finance services • New York
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CREDIT AGREEMENT Dated as of December 19, 2014 among
Credit Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 19, 2014, among GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Borrower”), GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

10,000,000 Shares EVERI HOLDINGS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 11th, 2019 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York
R E C I T A L S
Employment Agreement • March 17th, 2006 • Global Cash Access Holdings, Inc. • Finance services
EVERI HOLDINGS INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 10th, 2016 • Everi Holdings Inc. • Finance services • Nevada

Everi Holdings Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Everi Holdings Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),

EVERI HOLDINGS INC. RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • August 7th, 2018 • Everi Holdings Inc. • Finance services • Nevada

Everi Holdings Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Everi Holdings Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts t

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 29th, 2023 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 23, 2023 (this “Amendment”), is entered into by and among EVERI HOLDINGS INC., a Delaware corporation (the “Borrower”) and JEFFERIES FINANCE LLC, as administrative agent for the Secured Parties (in such capacities, the “Administrative Agent”).

EVERI HOLDINGS INC. INDENTURE Dated as of July 15, 2021 Deutsche Bank Trust Company Americas, as Trustee
Everi Holdings Inc. • July 15th, 2021 • Services-miscellaneous amusement & recreation • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2019 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware

This Indemnification Agreement, dated March 7, 2019, is made between Everi Holdings Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).

EVERI HOLDINGS INC. RESTRICTED STOCK AGREEMENT – 2012 PLAN
Restricted Stock Agreement • May 9th, 2017 • Everi Holdings Inc. • Finance services • Nevada

Everi Holdings Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Everi Holdings Inc. 2012 Equity Incentive Plan, as may be amended from time to time (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions

CREDIT AGREEMENT Dated as of May 9, 2017 among EVERI PAYMENTS INC., as the Borrower, EVERI HOLDINGS INC., as the Parent, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO...
Credit Agreement • May 9th, 2017 • Everi Holdings Inc. • Finance services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 9, 2017, among EVERI PAYMENTS INC., a Delaware corporation (the “Borrower”), EVERI HOLDINGS INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2022 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Nevada

This Employment Agreement (this “Agreement”), by and between Everi Payments Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of Everi Holdings Inc., a Delaware corporation (“Everi Holdings”), and Randy L. Taylor (“Executive”), is effective as of April 1, 2022 (the “Effective Date”). This Agreement terminates, replaces, and supersedes that certain Amended and Restated Employment Agreement, dated April 1, 2020, by and among the Company, Everi Holdings and Executive.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York

This REGISTRATION RIGHTS AGREEMENT dated December 19, 2014 (the “Agreement”) is entered into by and among Movie Escrow, Inc., a Delaware corporation (“Escrow Issuer”) and wholly owned subsidiary of Global Cash Access, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”), as representative for the initial purchasers listed in Schedule 2 hereto (collectively, the “Initial Purchasers”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2013 • Global Cash Access Holdings, Inc. • Finance services • Nevada

This Amended and Restated Employment Agreement (this “Agreement”), by and between Global Cash Access, Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Global Cash Access Holdings, Inc., a Delaware corporation (“GCA Holdings”), and David B. Lopez (“Executive”), is made as of March 29, 2013 (the “Effective Date”).

Global Cash Access Holdings, Inc. Common Stock, par value $0.001 Underwriting Agreement
Underwriting Agreement • May 24th, 2006 • Global Cash Access Holdings, Inc. • Finance services • New York

Certain stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) of Global Cash Access Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,400,000 shares of Common Stock, par value $0.001 per share, of the Company (“Stock”), (the “Firm Shares”). The Selling Stockholders also propose, subject to the terms and conditions stated herein, at the election of the Underwriters, to sell to the Underwriters up to 1,560,000 additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

CREDIT AGREEMENT among Global Cash Access Holdings, Inc., Global Cash Access, Inc., VARIOUS LENDERS, and Deutsche Bank Trust Company Americas, as ADMINISTRATIVE AGENT Dated as of March 1, 2011 Deutsche Bank Securities Inc. and Wells Fargo Securities,...
Credit Agreement • March 2nd, 2011 • Global Cash Access Holdings, Inc. • Finance services

CREDIT AGREEMENT, dated as of March 1, 2011, among Global Cash Access Holdings, Inc., a Delaware corporation (“Holdings”), Global Cash Access, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and Deutsche Bank Trust Company Americas, as Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

Contract
Voting and Support Agreement • February 29th, 2024 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 22nd, 2014 • Global Cash Access Holdings, Inc. • Finance services • New York

Supplemental Indenture (this “Supplemental Indenture”) dated as of December 19, 2014 among Global Cash Access, Inc., a Delaware corporation (the “Company”) the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

SECURITY AGREEMENT dated as of August 3, 2021 among EVERI HOLDINGS INC., as the Borrower THE OTHER GRANTORS IDENTIFIED HEREIN and JEFFERIES FINANCE LLC, as Collateral Agent
Security Agreement • August 3rd, 2021 • Everi Holdings Inc. • Services-miscellaneous amusement & recreation • Nevada
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EMPLOYMENT AGREEMENT
Employment Agreement • March 22nd, 2005 • GCA Holdings, Inc. • Nevada

This Employment Agreement (this “Agreement”) by and between Global Cash Access, Inc., a Delaware corporation (the “Company”), and Kirk E. Sanford (“Executive”), is entered into on March 22, 2005, to be effective upon the consummation of the initial public offering of equity securities of Global Cash Access Holdings, Inc., a Delaware corporation and the sole stockholder of the Company, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).

Underwriting Agreement
Underwriting Agreement • September 22nd, 2005 • Global Cash Access Holdings, Inc. • Finance services • New York

Global Cash Access Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock, par value $0.001 per share, of the Company (“Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares (the aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares”). The Company and the Selling Stockholders propose, subject to the terms and conditions stated herein, at the election of the Underwriters, to sell to the Underwriters up to [ ] additional shares of Stock (the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”). The Firm Shares and the Opti

SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENT
Contract Cash Solutions Agreement • June 7th, 2012 • Global Cash Access Holdings, Inc. • Finance services

THIS SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENT (this “Amendment”), dated and effective as of June 4, 2012, is made and entered into among GLOBAL CASH ACCESS, INC. (“GCA” or “Client”) and WELLS FARGO BANK, N.A. (“Wells Fargo”).

GLOBAL CASH ACCESS HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN NOTICE NON- QUALIFIED STOCK OPTION AWARD
Qualified Stock Option Award • January 28th, 2014 • Global Cash Access Holdings, Inc. • Finance services • Nevada

You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”), the Stock Option Award Agreement (the “Option Agreement”) attached hereto, and your Employment Agreement dated January 27, 2014 (the “Employment Agreement”), as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 14th, 2008 • Global Cash Access Holdings, Inc. • Finance services • New York

This Supplemental Indenture (this “Supplemental Indenture”), dated as of April 17, 2008, is by and among Certegy Gaming Services, Inc., a Minnesota corporation (the “Guaranteeing Subsidiary”), a wholly-owned subsidiary of Global Cash Access, Inc., a Delaware corporation and successor to Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”); Arriva Card, Inc., a Delaware corporation formerly known as GCA Access Card, Inc. (“Arriva Card”); Central Credit, LLC, a Delaware limited liability company (“Central Credit”); Global Cash Access Holdings, Inc., a Delaware corporation (“Holdings”) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). Central Credit and Arriva Card are parties hereto as the Subsidiary Guarantors (as defined in the Indenture referred to herein).

AGREEMENT AND PLAN OF MERGER By and among Global Cash Access, Inc., Card Acquisition Subsidiary, Inc., And Cash Systems, Inc. Dated as of June 13, 2008
Agreement and Plan of Merger • June 19th, 2008 • Global Cash Access Holdings, Inc. • Finance services • Nevada

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 13, 2008 (the “Execution Date”), by and among Cash Systems, Inc., a Delaware corporation (the “Company”), Global Cash Access, Inc., a Delaware corporation (“Parent”), and Card Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). An index of the defined terms used in this Agreement can be found in Appendix I hereto.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2017 • Everi Holdings Inc. • Finance services

This First Amendment to Employment Agreement (the "Amendment"), is made as of this 3rd day of January 2017 (the "Effective Date"), by and between Everi Payments Inc., a Delaware corporation formerly known as Global Cash Access, Inc. (the "Company") and wholly-owned subsidiary of Everi Holdings Inc., a Delaware corporation formerly known as Global Cash Access Holdings, Inc. ("Everi Holdings"), and David Lucchese ("Executive"). This Amendment amends that certain Employment Agreement, dated August 5, 2014, by and between the Company and the Executive (the "Agreement"). Capitalized terms used in this Amendment and not defined have the meanings given them in the Agreement.

GUARANTY
Guaranty • April 15th, 2015 • Global Cash Access Holdings, Inc. • Finance services • New York

THIS GUARANTY (as it may hereafter be amended, supplemented, modified or restated from time to time, this “Guaranty”), dated as of April 15, 2015, is executed and delivered by Global Cash Access Holdings, Inc., a Delaware corporation (the “Parent”), and each Subsidiary that is a signatory hereto and any future Restricted Subsidiary (as each of the foregoing is defined in the Note Purchase Agreement defined below) that executes and delivers an Amendment hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Deutsche Bank Trust Company Americas acting in its capacity as Collateral Agent for the benefit of the Holders of the Notes (as defined in the Note Purchase Agreement) (in such capacity, together with any successor appointed pursuant to Section 21.7 of the Note Purchase Agreement, the “Collateral Agent”).

GLOBAL CASH ACCESS HOLDINGS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 22nd, 2005 • GCA Holdings, Inc. • Delaware

THIS AGREEMENT (this “Agreement”) is made as of , by and between Global Cash Access Holdings, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2006 among GLOBAL CASH ACCESS HOLDINGS, INC., GLOBAL CASH ACCESS, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and...
Credit Agreement • November 7th, 2006 • Global Cash Access Holdings, Inc. • Finance services • New York

This Second Amended and Restated Credit Agreement is entered into as of November 1, 2006 and is among GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation (“Holdings”), GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Banc of America Securities LLC and Wachovia Capital Markets, LLC are the joint lead arrangers and joint book managers of the facilities provided under this Agreement.

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