SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 14)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d−1(e), 13d−1(f) or 13d−1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer

This Amendment No. 14 to the statement on Schedule 13D, which amends and supplements the Schedule 13D originally filed by MacAndrews & Forbes Incorporated (“M&F”) and SGMS Acquisition Corporation (“SGMS One”) on November 26, 2003, is filed by The ROP Revocable Trust dated 1/9/2018 (the “ROP Revocable Trust”), M&F, SGMS One, RLX Holdings Two LLC (“RLX”), SGMS Acquisition Two LLC (formerly SGMS Acquisition Two Corporation) (“SGMS Two”), SGMS Acquisition Three LLC (“SGMS Three”), MacAndrews & Forbes LLC (“M&F LLC”) and MacAndrews & Forbes Group, LLC (“M&F Group”) (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting Persons”) and relates to the common stock, par value $0.001 per share (“Common Stock”), of Scientific Games Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6601 Bermuda Road, Las Vegas, Nevada 89119.

Item 4. Purpose of Transaction

19.	Stock Purchase Agreement, dated as of September 11, 2020, between Pivot Buyer LLC and the Sellers named therein

20.	Side Letter, dated as of September 11, 2020, between MacAndrews & Forbes Incorporated and Scientific Games Corporation

SIGNATURES

Dated as of: September 11, 2020

EXHIBIT 19

STOCK PURCHASE AGREEMENT

dated as of September 11, 2020

by and among

PIVOT BUYER LLC

and

THE SELLERS NAMED HEREIN

TABLE OF CONTENTS

This STOCK PURCHASE AGREEMENT, dated as of September 11, 2020 (this “Agreement”), is entered into by and among Pivot Buyer LLC, a Delaware limited liability company (“Buyer”), and the entities listed on Exhibit A (each a “Seller”, and collectively, the “Sellers”).  Certain capitalized terms used herein are defined in Section 5.19.

WHEREAS, each Seller is the beneficial owner of the aggregate number of shares of common stock, par value $0.001 per share, of Scientific Games Corporation, a Nevada corporation (the “Company”), set forth opposite its name on Exhibit A hereto (collectively, with respect to all Sellers, the “Shares”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Shares;

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I


SALE AND PURCHASE OF SHARES

Section 1.01  Stock Purchase.  Subject to the terms and conditions of this Agreement, at the Closings (as defined in Section 1.02), the Sellers shall sell, assign, transfer, convey and deliver, or cause the sale, assignment, transfer, conveyance and delivery, to Buyer or its Permitted Buyer Designee(s), and Buyer shall purchase, acquire and accept from the Sellers, or cause to be purchased, acquired and accepted from the Sellers by such Permitted Buyer Designee(s) (it being understood and agreed that no such designation shall relieve Buyer of any of its obligations hereunder), all right, title and interest in and to all of the applicable Shares, free and clear of all Liens (as defined in Section 2.03) (other than transfer restrictions arising under applicable securities laws and any Liens created by or on behalf of Buyer or its affiliates) in exchange for payment to the Sellers (or such Seller’s designee) pursuant to Section 1.02 in the amount of $28.00 per share (the “Per Share Purchase Price” and the aggregate amount to be paid to the Sellers for all Shares pursuant to Section 1.02, the “Aggregate Purchase Price”), without interest, deduction or withholding except as provided in Section 4.04 (the “Stock Purchase”).  The Per Share Purchase Price shall be equitably adjusted from time to time for any stock split, reverse stock split, recapitalization or similar change with respect to the common stock of the Company to provide to Buyer and the Sellers the same economic effect at each Closing as contemplated by this Agreement prior to such change.

Section 1.02  Closings.  The Closings of each Stock Purchase (the “Closings”) will take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 or at such other place as the Sellers and Buyer mutually agree, as follows:

Section 1.03  Conditions.

(i)

no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Stock Purchase (a “Legal Restraint”) shall have taken effect after the date hereof and shall still be in effect.

(i)

the representations and warranties of each Seller set forth in ARTICLE II shall be true and correct as of the date hereof and as of the Closing, except to the extent any such representation and warranty expressly relates to a specified date (in which case on and as of such specified date), and (other than the representations and warranties set forth in Section 2.03, which shall be true and correct in all respects at such time and at the Closing), except as would not, individually or in the aggregate, prevent, materially delay or materially impede the Closing;

(ii)	the Sellers shall have performed in all material respects all obligations to be performed by them on or prior to the Closing (other than the obligations contained in Section 4.04);

(iii)

Buyer shall have received a certificate from the Sellers, dated as of the Closing Date and signed on behalf of the Sellers by an authorized officer of the Sellers, to the effect that the conditions set forth in Section 1.03(b)(i) and Section 1.03(b)(ii) have been satisfied;

(iv)

solely with respect to the Fourth Closing, the Sellers shall have delivered to Buyer (A) a counterpart of the Assignment and Assumption Agreement and (B) a written confirmation that the M&F/Company Agreement remains unmodified and in full force and effect, in each case, duly executed by MacAndrews & Forbes Incorporated (“M&F”);

(v)

(x) prior to the Initial Closing, all of the directors serving on the board of directors of the Company (the “Board”) that have been designated by M&F (each, a “Seller Designee”) shall have submitted their respective resignations from the Board and any board of directors or similar governing body of any wholly owned subsidiary of the Company on which they serve and such resignations shall be effective subject to the occurrence of Initial Closing and (y) the individuals listed in Exhibit B (the “New Directors”) shall have been appointed to the Board; and

(vi)

neither party nor the Company shall have received any written communication from any Gaming Authority asserting that approval under Gaming Laws applicable to such Gaming Authority’s jurisdiction is required to consummate the Stock Purchase, which, if not obtained, would be reasonably likely to lead to the denial, revocation or suspension of any party’s or the Company’s gaming application, gaming license, approval or finding of suitability by such Gaming Authority where such denial, revocation or suspension would reasonably be expected to have a material and adverse effect on the Company.

(i)

the representations and warranties of Buyer set forth in ARTICLE III shall be true and correct as of the date hereof and as of the Closing, except to the extent any such representation and warranty expressly relates to a specified date (in which case on and as of such specified date), and except as would not, individually or in the aggregate, prevent, materially delay or materially impede the Closing;

(ii)	Buyer shall have performed in all material respects all obligations to be performed by it on or prior to the Closing;

(iii)

the Sellers shall have received a certificate from Buyer, executed by its authorized signatory, to the effect that the conditions set forth in Section 1.03(c)(i) and Section 1.03(c)(ii) have been satisfied; and

(iv)	Buyer shall have delivered to the Sellers a counterpart of the Assignment and Assumption Agreement duly executed by Buyer.

ARTICLE II


REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth on the corresponding section or subsection of the Sellers Disclosure Letter (it being understood that disclosure in any section or subsection shall be deemed to qualify any other section in this Agreement to the extent that it is reasonably apparent from the context or content of such disclosure that such disclosure also qualifies or applies to such other section or subsection), the Sellers hereby jointly and severally make the following representations and warranties to Buyer:

Section 2.01  Power; Authorization; Enforceability.

Section 2.02  No Conflicts; No Consents.

(i)	compliance with and filings under any applicable Laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Antitrust Laws”);

(ii)

the consents, registrations, approvals, rulings, findings of qualification and/or suitability, licenses, declarations, notices or filings required to be made, given or obtained under the Gaming Laws in connection with this Agreement, the consummation of the Stock Purchase or any other transactions contemplated by this Agreement in order to maintain, and otherwise prevent the voiding, invalidating, revocation or suspension of, gaming licenses, approvals, consents, rulings and agreements that allow the Company and/or its subsidiaries to legally engage in gaming related business transactions (collectively, the “Gaming Approvals”);

(iii)

any filings required under, and compliance with any other applicable requirements of, the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the “Securities Act”), the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the “Exchange Act”), and any other applicable Laws concerning state or federal securities or the rules and regulations of the Nasdaq Stock Market (“Nasdaq”); or

(iv)	any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.

Section 2.04  Absence of Litigation.  There is no Action (as defined in Section 5.19) pending against or, to the knowledge of the Sellers, threatened against, or any judgment, order, injunction or decree (“Judgment”) imposed upon, any Seller or any of their respective affiliates before or by, or any settlement agreement or other similar written agreement with, any Governmental Entity of competent jurisdiction that would reasonably be expected to prevent, impair or materially delay the performance of this Agreement or the consummation of the Stock Purchase.

Section 2.05  Brokers and Other Advisors.  No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Stock Purchase based upon arrangements made by or on behalf of any Seller or their affiliates and for which Buyer would be liable.

ARTICLE III


REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby makes the following representations and warranties to the Sellers:

Section 3.01  Power; Authorization; Enforceability.

Section 3.02  No Conflicts; No Consents.

(i)	compliance with and filings under the Antitrust Laws;

(ii)	the Gaming Approvals;

(iii)

any filings required under, and compliance with any other applicable requirements of, the Securities Act, the Exchange Act and any other applicable Laws concerning state or federal securities or the rules and regulations of Nasdaq; or

(iv)	any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.

Section 3.03  Investment Intention; Accredited Investor.  Buyer has knowledge and experience in financial and business matters and it is capable of evaluating the merits and risks of acquiring the Shares.  Buyer is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.  Buyer or its Permitted Buyer Designee(s) will acquire the Shares for investment purposes, for its own account and not with a view towards distribution or for sale in violation of the Securities Act.  Buyer or its Permitted Buyer Designee(s) is acting as principal, and not as agent, in connection with the Stock Purchase and applicable Laws concerning federal and state securities.  Buyer understands that the Shares have not been registered under the Securities Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered under the Securities Act or applicable Laws concerning foreign securities or pursuant to an applicable exemption therefrom and pursuant to applicable Laws concerning state securities, as applicable.

Section 3.04  Financing.  Buyer is party to and has accepted a fully executed commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from Caledonia (Private) Investments Pty Limited (the “Equity Investor”) pursuant to which the Equity

Section 3.05  Solvency.  Immediately after giving effect to the consummation of the transactions contemplated by this Agreement:

Section 3.06  Brokers and Other Advisors.  No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Stock Purchase based upon arrangements made by or on behalf of Buyer or its affiliates and for which any Seller would be liable.

Section 3.07  Ownership of Company Stock.  Except for Shares acquired pursuant to this Agreement, none of Buyer or any of its affiliates (i) owns or will own at any time prior to the

Section 3.08  Absence of Litigation.  There is no Action pending against or, to the knowledge of Buyer, threatened against, or any Judgment imposed upon, Buyer or any of its affiliates before or by, or any settlement agreement or other similar written agreement with, any Governmental Entity of competent jurisdiction that would reasonably be expected to prevent, impair or materially delay the performance of this Agreement or the consummation of the Stock Purchase.

Section 3.09  Gaming Approvals and Licensing Matters.  At all times prior to the Fourth Closing, neither Buyer nor any of its officers, directors or affiliates, or any existing beneficial owner of five percent (5%) or more of the voting stock of Buyer, in each case who or which will be required to be licensed or found qualified and/or suitable under applicable Gaming Laws in connection with ownership of the Shares, has or shall have ever been denied a gaming license, approval, or related finding of suitability by any Gaming Authority, or had or shall have had any gaming license or approval revoked or suspended.  As of the date hereof, there are no facts or circumstances with respect to Buyer or any of its affiliates insofar as such affiliate-owned interest would be attributable to Buyer under any applicable Gaming Law, that would prevent or materially delay receipt of any Gaming Approvals.

Section 3.10  Disclaimer.  Notwithstanding anything to the contrary herein, (a) none of the Sellers or any other Person shall be deemed to make to Buyer any representation or warranty, expressed or implied, and each of the Sellers hereby disclaims any such other representations and warranties, other than, in each case, as expressly made by such Seller in ARTICLE II and (b) without limiting the foregoing, none of the Sellers or any other Person makes any representation or warranty to Buyer with respect to (i) the Company or any of its affiliates or their respective businesses or financial condition or any projections, estimates or budgets or future results of operations of the Company or any of its affiliates, or (ii) any other information or documents (financial or otherwise) made available to Buyer or its counsel, accountants or advisors with respect to the Company or any of its affiliates.  Buyer hereby acknowledges and agrees to such disclaimer and that, except to the extent specifically set forth in ARTICLE II, Buyer is purchasing the Shares on an “as is, where is” basis.  Buyer has relied on publicly available information concerning the Company and its business, information provided to Buyer directly by the Company or its representatives and on Buyer’s own due diligence investigations, in order to evaluate the merits of the transactions contemplated by this Agreement.  Buyer also acknowledges that each Seller or their affiliates may be in possession of material, non-public information relating to the Company and/or the Shares and, in that event, will not disclose such information to Buyer and Buyer further acknowledges that it is prepared to purchase the Shares from such Seller on the foregoing basis and thereby waives any right to rescind or invalidate the purchase of the Shares from such Seller or seek any damages or other remuneration from such Seller based on the possession of any material, non-public information by such Seller or the lack of possession of any such material, non-public information by Buyer.

ARTICLE IV


COVENANTS

Section 4.02  Reasonable Best Efforts.

Section 4.03  Company Stockholders’ Agreement; Directors.  The Sellers and Buyer shall deliver counterparts of the Assignment and Assumption Agreement at the Fourth Closing duly executed by M&F or Buyer respectively.  The Sellers shall take all action necessary to cause each Seller Designee to resign from such directorship effective as of and conditioned upon the occurrence of the Initial Closing.  M&F hereby confirms that, pursuant to the M&F/Company Agreement, all of M&F’s rights and obligations under the Company Stockholders’ Agreement shall terminate effective as of and subject to the occurrence of the Fourth Closing, other than any such rights or obligations to be transferred to Buyer in connection with the Stock Purchase.  Until the Fourth Closing, M&F will not exercise any rights to appoint directors pursuant to the Company Stockholders’ Agreement except as permitted by the M&F/Company Agreement.

Section 4.04  IRS Form W-9.  On or prior to the Initial Closing Date, Sellers and M&F shall deliver to Buyer duly executed, true and valid copies of IRS Form W-9 certifying that each

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ARTICLE V


MISCELLANEOUS PROVISIONS

Section 5.01  Notice.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery by hand, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

c/o Caledonia (Private) Investments Pty Limited

PO Box R1760

Royal Exchange NSW 1225

Level 10, Hudson House, 131 Macquarie Street

Sydney NSW 2000

Attention: Matthew Moses, General Counsel

Email: mmoses@caledonia.com.au

with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Michael P. Brueck, P.C.

Email: michael.brueck@kirkland.com

c/o MacAndrews & Forbes Incorporated

35 E. 62nd Street, 3rd Floor

New York, NY  10065

Attention: General Counsel

Email: legaldepartment@mafgrp.com

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY  10019

Attention:  Adam O. Emmerich

Zachary S. Podolsky

Email:  AOEmmerich@wlrk.com

ZSPodolsky@wlrk.com

Section 5.02  Interpretation.  The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Any terms used in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The word “will” shall be construed to have the same meaning as the word “shall.”  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”  The word “or” shall not be exclusive.  The phrase “date hereof” or “date of this Agreement” shall be deemed to refer September 11, 2020.  References to “business day”  shall mean a day, other than Saturday, Sunday or other day on which banks in New York are authorized or required by Law to close.  Unless the context requires otherwise, (i) any definition of or reference to any Contract, instrument or other document or any Law herein shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Articles and Sections shall be construed to refer to Articles and Sections of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 5.03  Public Announcements; Confidentiality.  Buyer and the Sellers have agreed to the text of a press release announcing the execution of this Agreement.  The Sellers shall give Buyer and its legal counsel reasonable opportunity to review and comment on the Schedule 13D/A announcing the Transaction, and shall give due consideration to all reasonable additions, deletions and changes suggested by Buyer or its legal counsel thereon, prior to the

Section 5.04  Expenses.  All fees and expenses incurred in connection with the Stock Purchase shall be paid by the party incurring such fees or expenses, whether or not the Stock Purchase is consummated.

Section 5.05  Assignment; Binding Agreement.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except that Buyer may assign its rights (and, subject to the provisos to this sentence, obligations) to any of its affiliates; provided, that any such assignment of obligations shall only be permitted if the Sellers (in the case of an assignment by Buyer) would not be adversely affected thereby; provided, further, that Buyer shall not be released from any of its obligations as a result of any such assignment of obligations without the prior written consent of the other parties, such consent not to be unreasonably withheld.  Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 5.06  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 5.07  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 5.08  Specific Enforcement; Jurisdiction.

Section 5.09  No Third-Party Beneficiaries or Other Rights.  This Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any Person other than the parties to this Agreement and such successors and permitted assigns.

Section 5.10  Amendments; Waivers.  This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Section 5.11  Further Assurances.  The Sellers and Buyer shall execute and deliver, or cause to be executed or delivered, all additional documents, agreements and other instruments and take all such further action as may be necessary to carry out the purposes and intents of this Agreement and applicable Law and to consummate such further transactions as may be reasonably required hereby or thereby.

Section 5.12  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 5.13  Termination.  This Agreement may be terminated at any time prior to the Closing Date:

(i)

if the Fourth Closing Date has not occurred on or before November 10, 2020 (as such date may be extended pursuant to Section 5.08(a) or this Section 5.13(b)(i), the “Outside Date”), unless the failure to consummate the Stock Purchase is the result of a material breach of this Agreement by the party seeking to terminate this Agreement; provided, that, (x) if the Fourth Closing shall not have occurred prior to such date and all the conditions to the Fourth Closing, other than the conditions set forth in Section 1.03(a) or Section 1.03(b)(vi), shall have been satisfied or shall be capable of being satisfied at such time, the Sellers or Buyer may, by written notice to the other party or parties prior to such date, extend the Outside Date to January 10, 2021 (the “First Extended Outside Date”) and (y) if the Fourth Closing shall not have occurred prior to the First Extended Outside Date and all the conditions to the Fourth Closing, other than the conditions set forth in Section 1.03(a) or Section 1.03(b)(vi), shall have been satisfied or shall be capable of being satisfied at such time, the Sellers or Buyer may, by written notice to the other party or parties prior to such date, extend the Outside Date to March 10, 2021; or

(ii)

if any Legal Restraint permanently preventing or prohibiting the Stock Purchase shall be in effect and shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used its reasonable best efforts to prevent the entry of any such Legal Restraint and to appeal as promptly as possible any such Legal Restraint that may be entered.

Section 5.14  Effect of Termination.  Following the valid termination of this Agreement pursuant to Section 5.13, this Agreement shall be of no further force or effect without liability or obligation of any party hereto (or any direct or indirect equity holder, controlling person, partner, member, manager, stockholder, director, officer, employee, affiliate or agent or other representative of such party or such party’s affiliates or its or any of the foregoing’s successors or assigns).  Notwithstanding the previous sentence, nothing in this Agreement shall relieve any party hereto from any liability for fraud or willful breach of this Agreement prior to the valid termination of this Agreement.

Section 5.15  Waiver of Jury Trial.  Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby.  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 5.15.

Section 5.16  Non-Recourse.  Notwithstanding anything to the contrary in this Agreement or any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein, this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties to this Agreement and no former, current or future affiliate, subsidiary, general or limited partner, stockholder, controlling Person, manager, member, director, officer, employee, representative, agent or any of their respective assignees or successors of the parties hereto that is not a party to this Agreement shall have any liability for any liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any affiliate of any of the other parties hereto and no personal liability shall attach to any affiliate of any of the parties hereto through such party or otherwise, whether by or through attempted piercing of the corporate veil, by the enforcement of any Judgment or by virtue of any applicable Law, or otherwise; provided, however, that nothing in this Section 5.16 shall limit the rights of the parties hereto against the other parties hereto under this Agreement.

Section 5.17  Survival.  The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall survive the Closing.  Each party agrees to indemnify, defend and hold harmless the other party, such other party’s affiliates and their respective directors, officers, employees, successors, assigns, agents and representatives, from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees, disbursements and related charges) based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the indemnifying party contained in this Agreement or in any certificate delivered pursuant hereto.

Section 5.18  Entire Agreement.  This Agreement and the Exhibits hereto, along with the Sellers Disclosure Letter, and the M&F Confidentiality Agreement, constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.  Neither the Sellers, on the one hand, nor Buyer, on the other hand, shall be liable or bound to the other party in any manner by any representations, warranties or covenants relating to such subject matter, except as specifically set forth herein.

Section 5.19  Definitions.  As used herein, the following terms have the meanings ascribed thereto below:

“Action” shall mean any action, claim, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, arbitration, mediation or other proceeding, in each case before any Governmental Entity, in law or in equity.

“affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.  For purposes of this Agreement, none of the Sellers shall be deemed to be an affiliate of the Company or any of its subsidiaries.

“Assignment and Assumption Agreement” shall mean the Assignment and Assumption Agreement the form of which is set forth in Exhibit C.

“Company Confidentiality Agreement” shall mean that certain confidentiality agreement between Caledonia (Private) Investments Pty Limited and the Company, dated as of August 20, 2020.

“Company Stockholders’ Agreement” shall mean that certain Stockholders’ Agreement, dated as of September 6, 2000, by and among Scientific Games Corporation (formerly known as Autotote Corporation), M&F (formerly known as Mafco Holdings Inc.) (as successor-in-interest under the agreement to Cirmatica Gaming S.A.), The Oak Fund, Peconic Fund Ltd. Ramius Securities, LLC, and Olivetti International S.A., as amended and supplemented from time to time.

“Contract” shall mean any written contract, agreement, commitment, franchise, indenture, lease or license.

“Fair Value” shall mean the amount at which the assets (both tangible and intangible), in their entirety, of Buyer would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

“Fourth Closing Purchase Price” shall mean an amount in cash equal to the Fourth Closing Shares multiplied by the Per Share Purchase Price (as may be equitably adjusted by the last sentence of Section 1.01).

“Fourth Closing Shares” shall mean a number of Shares equal to 34.9% of the outstanding common stock of the Company on the Fourth Closing Date minus the sum of the Initial Closing Shares, the Second Closing Shares and the Third Closing Shares.

“Gaming Authority” shall mean any Governmental Authority with regulatory control or jurisdiction over the manufacture, sale, distribution or operation of gaming equipment or systems, the design, operation or distribution of internet gaming and sports wagering services or products, the ownership or operation of any current or contemplated casinos, or the ownership or conduct of any other gaming activities and operations.

“Gaming Law” shall mean, with respect to any Person, any Law governing or relating to the manufacture, sale, distribution or operation of gaming equipment or systems, the design, operation or distribution of internet gaming and sports wagering services or products, the ownership or operation of any current or contemplated casino, or online gaming and sports wagering products and services and any business transactions relating thereto or other gaming activities and operations of such Person and its subsidiaries, including, without limitation, the rules and regulations promulgated by any Gaming Authority.

“Governmental Authority” shall mean any United States (federal, state or local), tribal, or foreign government, or any political subdivision thereof, or any governmental, regulatory, judicial or administrative authority, agency, board, bureau or commission, including any Gaming Authority.

“Governmental Entity” shall mean any United States federal, state, local or other government, or any United States court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.

“Initial Closing Purchase Price” shall mean an amount in cash equal to the Initial Closing Shares multiplied by the Per Share Purchase Price (as may be equitably adjusted by the last sentence of Section 1.01).

“Initial Closing Shares” shall mean a number of Shares equal to 9.9% of the outstanding common stock of the Company on the Initial Closing Date (or on the most recent practicable date prior to the Initial Closing Date as of which such share count is ascertainable by the parties).

“Liability” shall mean, collectively, any direct or indirect indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, accrued or unaccrued, absolute, contingent or otherwise.

“M&F Confidentiality Agreement” shall mean that certain confidentiality agreement between Buyer and M&F, dated as of August 20, 2020.

“M&F/Company Agreement” shall mean that certain agreement between M&F and the Company, dated as of September 11, 2020, in the form provided to Buyer prior to the execution of this Agreement.

“Permitted Buyer Designee” shall mean a Person designated in writing to Sellers by Buyer that has duly executed and delivered to Sellers reasonably in advance of an applicable Closing a representation and agreement in form set forth in Exhibit D.

“Person” shall mean any individual, firm, corporation, partnership, limited partnership, company, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated organization, syndicate or other entity, foreign or domestic.

“Second Closing Purchase Price” shall mean an amount in cash equal to the Second Closing Shares multiplied by the Per Share Purchase Price  (as may be equitably adjusted by the last sentence of Section 1.01).

“Second Closing Shares” shall mean a number of Shares equal to 9.9% of the outstanding common stock of the Company on the Second Closing Date (or on the most recent practicable date prior to the Second Closing Date as of which such share count is ascertainable by the parties).

“Sellers Disclosure Letter” shall mean the disclosure letter delivered by the Sellers to Buyer at or before the execution of this Agreement.

“Third Closing Purchase Price” shall mean an amount in cash equal to the Third Closing Shares multiplied by the Per Share Purchase Price (as may be equitably adjusted by the last sentence of Section 1.01).

“Third Closing Shares” shall mean a number of Shares equal to 9.9% of the outstanding common stock of the Company on the Third Closing Date (or on the most recent practicable date prior to the Third Closing Date as of which such share count is ascertainable by the parties).

[Signature pages follow]

IN WITNESS WHEREOF, the Sellers and Buyer have duly executed this Agreement, all as of the date first written above.

Exhibit A:
Sellers

•	Jamie Odell

•	Toni Korsanos

Exhibit C:
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [●], 2020, by and between Pivot Buyer LLC, a Delaware limited liability company (“Buyer”), and MacAndrews & Forbes Incorporated (formerly Mafco Holdings Inc.), a Delaware corporation (“M&F”).  Capitalized terms used but not defined herein are used as defined in the Stock Purchase Agreement, dated as of September 11, 2020 (the “Stock Purchase Agreement”), by and among Buyer and the Sellers named therein.

WHEREAS, pursuant to the terms of the Stock Purchase Agreement, M&F wishes to assign certain of its rights and obligations under the Company Stockholders’ Agreement to Buyer, and Buyer wishes to assume such rights and obligations, in each case effective immediately upon the Fourth Closing;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1)

Assignment.  M&F hereby assigns, conveys, transfers, grants, delivers and releases to Buyer, effective immediately upon the Fourth Closing, all of M&F’s right, title and interest in, to and under the Company Stockholders’ Agreement set forth in Section 5 (Registration Rights) thereof (for the avoidance of doubt, as modified by the letter agreement, dated February 15, 2007, between the Company and MacAndrews & Forbes Holdings Inc.) (the “Transferred Provisions”).

2)

Assumption and Agreement to be Bound.  Buyer hereby agrees, effective upon the Fourth Closing, to assume and be bound by the Transferred Provisions and, if requested by the Company, to execute and deliver a counterpart copy of an agreement in form and substance satisfactory to Buyer setting forth the Transferred Provisions.

3)

Assignability.  This Agreement and the rights hereunder shall not be assignable or transferable by either party without the prior written consent of the other party hereto.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.  Notwithstanding the foregoing, the Transferred Provisions shall be assignable by Buyer in accordance with Section 7 thereof.

4)	Amendment and Waiver.  No amendment to this Agreement shall be effective unless it shall be in writing and signed by each of the parties hereto.

5)

Governing Law; Disputes.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York (without regard to the conflicts of law principles of such State).  Any dispute arising out of this Agreement shall be submitted to the United States District Court located in the Borough of Manhattan in New York City (or, if United States Federal jurisdiction is unavailable over a particular matter,

the courts of the State of New York).  Each party waives the right to a trial by jury in connection with any such dispute.

6)

Severability.  If any provision of this Agreement shall be held illegal, void or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties hereto agree to take all actions necessary to give the fullest possible effect to the intentions of the parties with respect to the illegal, void or unenforceable provision.

7)	Counterparts.  This Agreement may be executed in two counterparts, all of which taken together shall constitute one instrument.

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

PIVOT BUYER LLC

By: Caledonia (Private) Investments Pty Limited, its Managing Member

MACANDREWS & FORBES INCORPORATED

Exhibit D:
Form of Buyer Designee Representation Letter and Agreement

Date:  _______________

Re:  Buyer Designee Representation Letter and Agreement

Ladies and Gentlemen:

Reference is made to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of September 11, 2020, by and among Pivot Buyer LLC and the Sellers named therein (terms used and not defined herein have the meanings ascribed to them in the Stock Purchase Agreement).

This representation letter and agreement (this “Agreement”) is being delivered as a condition to the acquisition of Shares from one or more of the Sellers by [●] (“Buyer Designee”) pursuant to the terms and conditions of the Stock Purchase Agreement, and as required by Section 1.01 of the Stock Purchase Agreement, Buyer Designee hereby represent, warrant and agree as follows:

(i)	compliance with and filings under the Antitrust Laws;

(ii)	the Gaming Approvals;

(iii)

any filings required under, and compliance with any other applicable requirements of, the Securities Act, the Exchange Act and any other applicable Laws concerning state or federal securities or the rules and regulations of Nasdaq; or

(iv)	any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby.

Buyer Designee has knowledge and experience in financial and business matters and it is capable of evaluating the merits and risks of acquiring the Shares.  Buyer is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.  Buyer will acquire the Shares for investment purposes, for its own account and not with a view towards distribution or for sale in violation of the Securities Act.  Buyer is acting as principal, and not as agent, in connection with the Stock Purchase and applicable Laws concerning federal and state securities.  Buyer understands that the Shares have not been registered under the Securities Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered under the Securities Act or applicable Laws concerning foreign securities or pursuant to an applicable exemption therefrom and pursuant to applicable Laws concerning state securities, as applicable.

As and when needed, Buyer Designee will have access to funds sufficient to consummate its portion of the Stock Purchase and to make all payments required to be made in connection therewith, including the payment in full of the purchase price and all other amounts, costs, fees and expenses of or payable by Buyer Designee in connection with the transactions contemplated hereunder or under the Stock Purchase Agreement.

Immediately after giving effect to the consummation of the transactions contemplated by this Agreement:

No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Stock Purchase based upon arrangements made by or on behalf of Buyer Designee or its affiliates and for which any Seller would be liable.

Except for Shares acquired as part of the Stock Purchase, none of Buyer Designee or any of its affiliates owns or immediately prior to any of the Closings will own (directly or indirectly, beneficially or of record), or is or at any time prior to any of the Closings will be a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company other than this Agreement and the Stock Purchase Agreement for which any Seller would be liable.

There is no Action pending against or, to the knowledge of Buyer Designee, threatened against, or any Judgment imposed upon, Buyer Designee or any of its affiliates before or by, or any settlement agreement or other similar written agreement with, any Governmental Entity of competent jurisdiction that would reasonably be expected to prevent, impair or materially delay the performance of this Agreement or the consummation of Buyer Designee’s consummation of its portion of the Stock Purchase.

Immediately prior to any Closing in which Buyer Designee consummates in whole or in part its portion of the Stock Purchase, neither Buyer Designee nor any of its officers, directors or affiliates, or any existing beneficial owner of five percent (5%) or more of the voting stock of Buyer Designee, in each case who or which will be required to be licensed or found qualified and/or suitable under applicable Gaming Laws in connection with ownership of the Shares, has ever been denied a gaming license, approval, or related finding of suitability by any Gaming Authority, or had any gaming license or approval revoked or suspended.  As of the date hereof, there are no facts or circumstances with respect to Buyer or any of its affiliates insofar as such affiliate-owned interest would be attributable to Buyer under any applicable Gaming Law, that would prevent or materially delay receipt of any Gaming Approvals.

Notwithstanding anything to the contrary herein, (a) none of the Sellers or any other Person shall be deemed to make to Buyer Designee any representation or warranty, expressed or implied, and each of the Sellers hereby disclaims any such other representations and warranties, other than, in each case, as expressly made by such Seller in ARTICLE II of the Stock Purchase Agreement and (b) without limiting the foregoing, none of the Sellers or any other Person makes any representation or warranty to Buyer Designee with respect to (i) the Company or any of its affiliates or their respective businesses or financial condition or any projections, estimates or budgets or future results of operations of the Company or any of its affiliates, or (ii) any other information or documents (financial or otherwise) made available to Buyer Designee or its counsel, accountants or advisors with respect to the Company or any of its affiliates.  Buyer Designee hereby acknowledges and agrees to such disclaimer and that, except to the extent specifically set forth in ARTICLE II of the Stock Purchase Agreement (any breaches or inaccuracies of which may only be enforced by Buyer, and not by Buyer Designee in any circumstances), Buyer Designee is purchasing the Shares on an “as is, where is” basis.  Buyer Designee has relied on publicly available information concerning the Company and its business, information provided to Buyer Designee directly by the Company or its representatives and on Buyer Designee’s own due diligence investigations, in order to evaluate the merits of the transactions contemplated by this Agreement and the Stock Purchase Agreement applicable to Buyer Designee.  Buyer Designee also acknowledges that each Seller or their affiliates may be in possession of material, non-public information relating to the Company and/or the Shares and, in that event, will not disclose such information to Buyer Designee and Buyer Designee further acknowledges that it is prepared to purchase the Shares from such Seller on the foregoing basis and thereby waives any right to rescind or invalidate the purchase of the Shares from such Seller or seek any damages or other remuneration from such Seller based on the possession of any material, non-public information by such Seller or the lack of possession of any such material, non-public information by Buyer.

Very truly yours,

SGMS ACQUISITION CORPORATION

RLX HOLDINGS TWO LLC

SGMS ACQUISITION TWO LLC

SGMS ACQUISITION THREE LLC

MACANDREWS & FORBES GROUP, LLC

Accepted and agreed as of
the date first above written:

BUYER DESIGNEE: _________________________

By:  _____________________________

      Name:
      Title:

Schedule 4.03

•	Barry F. Schwartz

EXHIBIT 20

AGREEMENT

This Agreement (this “Agreement”), dated as of September 11, 2020, is entered into by and between Scientific Games Corporation, a Nevada Corporation (the “Company”), and MacAndrews & Forbes Incorporated (“M&F”) (each a “Party”, and collectively, the “Parties”).

RECITALS

WHEREAS, Pivot Buyer LLC (the “Buyer”) and affiliates of M&F are entering into a Stock Purchase Agreement on the date hereof (the “Purchase Agreement”) in respect of the purchase and sale of shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) representing no more than 34.9% of the issued and outstanding Company Common Stock (the “Stock Purchase”) (capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement as in effect on the date hereof); and

WHEREAS, effective as of the Initial Closing, each of Ronald O. Perelman, Barry F. Schwartz and Frances F. Townsend has resigned from his or her role as a director on the Board of Directors of the Company (the “Board”).

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 [The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

SCIENTIFIC GAMES CORPORATION

Name:  James Sottile

MACANDREWS & FORBES INCORPORATED

Name:  Jeffrey A. Brodsky
Title:  Chief Financial Officer

[Signature Page to MAFCO Side Letter]