Exhibit 16
Rule 10b5-1 Trading Plan
This Trading Plan (the "Trading Plan") is entered into on March 31, 2015 ("Purchaser's Adoption Date") between SGMS Acquisition Two Corporation ("Purchaser") and UBS Financial Services Inc. ("UBSFS") for the purpose of purchasing shares of the common stock ("Stock") of Scientific Games Corporation ("Issuer"), SGMS (Ticker), listed in Exhibit A, in accordance with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Purchaser and UBSFS agree as follows:
2. |
3. |
(a) |
(b) |
(c) |
(e) |
(a) |
(c) |
(d) |
(g) |
(j) |
Rule 14e-3 of the Exchange Act could be violated). The Purchaser or the Issuer will notify UBSFS in writing of its intention and specify the beginning date and the ending date, to the extent that it's known, of the suspension or temporary withdrawal period. The notice shall be provided no less than two (2) business days prior to beginning or end of suspension date.
"Qualifying Securities Offering" means any offering of securities of Issuer for cash in which the lead underwriter, lead manager, initial purchaser, placement agent or other entity performing a similar function (each, an "Underwriter") requires Purchaser to agree to restrict Purchaser's ability to effect Purchases pursuant to this Trading Plan.
"Suspension Date" means the date on which a preliminary prospectus, offering memorandum, offering circular or other disclosure document (each, a "Preliminary Offering Document") is first used to market securities of Issuer by the Underwriter, or if a Preliminary Offering Document is not used, the date on which the underwriting agreement, purchase agreement, placement agent agreement or similar agreement (each, an "Underwriting Agreement") is entered into by the Underwriter and Issuer.
"Resumption Date" means the day immediately following the expiration of the time period during which Purchaser was restricted from effecting Purchases pursuant to this Trading Plan in accordance with the Underwriting Agreement.
(b) |
(c) |
(d) |
(e) |
"Losses") arising out of or attributable to (A) UBSFS Inc.'s actions taken or not taken in compliance with this Trading Plan, (B) any breach by Purchaser of this Trading Plan (including Purchaser's representations and warranties hereunder), or (C) any violation by Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Trading Plan.
(ii) | UBSFS agrees to indemnify and hold harmless Purchaser from and against all Losses arising out of or attributable to the gross negligence or willful misconduct of UBSFS in connection with this Trading Plan. |
(ii) | Notwithstanding any other provision hereof, UBSFS shall not be liable to Purchaser for |
(A) | the exercise of discretionary authority or discretionary control under this Trading Plan, if any, or (B) any failure to effect a purchase required by paragraph 1, except for failures to effect purchases as a result of the gross negligence or willful misconduct of UBSFS. |
(a) | All notices to UBSFS under this Trading Plan shall be provided in writing to the 10b5-1 Group of UBSFS by facsimile at fax number 201-352-4728. |
(b) | All notices to Purchaser under this Trading Plan shall be provided by mail to the address below: |
James Cadugan
Vice President, Treasurer MacAndrews & Forbes Incorporated 35 East 62nd Street
New York, NY 10065
(c) | UBSFS will provide notification of all purchases of Stock under this Trading Plan to Purchaser and to Issuer by e-mail at the below addresses by 6 p.m. (ET) on the date of execution on a best efforts basis, with a final report by 12 p.m. (ET) on the following business day. Purchaser and Issuer agree to notify UBSFS in writing of any changes to the contact information provided. |
PSavas@mafgrp.com MBorofsky@mafgrp.com Jcadugan@mafgrp.com Emammone@mafgrp.com Steven.Mitchell@ubs.com Maureen.Mcdevitt@ubs.com
11. |
(a) |
13. |
PURCHASER REPRESENTS AND WARRANTS THAT THEY WILL RETAIN A COPY OF THIS TRADING PLAN AFTER EXECUTING/DATING IT BELOW.
NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN PARAGRAPH 9.
IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date specified below.
SGMS ACQUISITION TWO CORPORATION
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/s/ Paul G. Savas | 3/31/15 | |||
Name: Paul G. Savas | Date | |||
Title: Executive Vice President and CFO |
NOTICE: Signature date above must be the same as Purchaser's Adoption Date as defined in the opening section of this Trading Plan.
ACCEPTED BY: UBS FINANCIAL SERVICES INC.
/s/ Igor Shteyn | 3/31/15 | |||
Name: Igor Shteyn | Date | |||
Title: Executive Director | ||||
/s/ Christopher Deluca | 3/31/15 | |||
Name: Christopher Deluca | Date | |||
Title: Director | ||||