AGS PlayAGS Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

PlayAGS, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED JUNE 11, 2024

PlayAGS, Inc.

6775 S. Edmond St., Ste #300

Las Vegas, Nevada 89118

Dear Stockholders of PlayAGS, Inc.:

You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of PlayAGS, Inc. (“PlayAGS”) to be held virtually on    , 2024, at     Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/AGS2024SM.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Agreement and Plan of Merger, dated May 8, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among PlayAGS, Bingo Holdings I, LLC, a Delaware limited liability company (“Parent”), and Bingo Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) providing for the acquisition of PlayAGS by Parent, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to PlayAGS’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Parent and Merger Sub are owned by funds managed by affiliates of Brightstar Capital Partners (“Brightstar”), a private equity firm focused on investing in industrial, manufacturing and services businesses. Upon the terms and subject to the conditions of the Merger Agreement, Parent will acquire PlayAGS via the merger of Merger Sub with and into PlayAGS, with PlayAGS continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $12.50 in cash, without interest thereon and subject to any applicable withholding taxes required by applicable legal requirements, for each share of PlayAGS common stock (the “common stock”) that you own immediately prior to the time at which the Merger will become effective, which represents a premium of approximately 45.3% to the closing price of the common stock on May 7, 2024, the last full trading day prior to the entry into the Merger Agreement.

PlayAGS’s Board of Directors (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that PlayAGS’s entry into the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”) are advisable and fair to, and in the interests of, PlayAGS, (ii) adopted the Merger Agreement, and authorized and approved the execution, delivery and performance by PlayAGS of the Merger Agreement and the consummation of the Transactions, including the Merger and (iii) subject to the terms and conditions of the Merger Agreement, recommended that the stockholders of PlayAGS approve the Merger Agreement, the Merger and the Transactions.

The Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote: (1) “FOR” the approval of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We

urge you to read the proxy statement, its annexes, including, but not limited to, the Merger Agreement, and any document incorporated by reference carefully and in their entirety.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote at the meeting, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to approve the Merger Agreement is approved by the affirmative vote of the holders of a majority of all outstanding shares of common stock as of the close of business on    , 2024, which is the record date for the Special Meeting.

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street – 22nd Floor

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (888) 542-7446

By Email: ags@dfking.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated     , 2024, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about     , 2024.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED JUNE 11, 2024

PlayAGS, Inc.

6775 S. Edmond St., Ste #300

Las Vegas, Nevada 89118

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON      , 2024

Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of PlayAGS, Inc., a Delaware corporation (“PlayAGS”), to be held virtually on     , 2024, at     Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/AGS2024SM, for the following purposes:

Only stockholders of record as of the close of business on     , 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

PlayAGS’s Board of Directors (the “Board of Directors”) unanimously recommends, on behalf of PlayAGS, that you vote: (1) “FOR” the approval of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Pursuant to Section 92A.390 of the Nevada Revised Statutes, no holder of any shares of PlayAGS stock will have or will be entitled to assert dissenter’s rights or any rights of appraisal as a result of or in connection with the Merger Agreement or the Transactions, including the Merger.

All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote, that vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON  , 2024

The accompanying proxy statement is available on the investor relations page of our website at www.investors.playags.com. The information provided on, or accessible through, our website is not part of the proxy statement, and therefore is not incorporated therein by reference. We intend to mail these proxy materials on or about       , 2024 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection for the ten calendar days prior to and during the Special Meeting upon request by contacting Secretary@PlayAGS.com, and online during the Special Meeting. Stockholders may examine the list for any legally valid purpose related to the Special Meeting.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.

If you are a stockholder of record, voting at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares may not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street – 22nd Floor

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (888) 542-7446

By Email: ags@dfking.com

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with any document incorporated by reference in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

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Each holder of common stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each such share of common stock that such holder owned on the Record Date.

For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement—Merger Consideration—Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs.”

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If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

As of the close of business on     , 2024, the Record Date for the Special Meeting, there were     shares of common stock outstanding.

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Approval of the Adjournment Proposal requires either (i) if a quorum is present, that more votes be cast, in-person by remote communication or by duly authorized proxy, at the Special Meeting in favor of the Adjournment Proposal than cast against the Adjournment Proposal or (ii) if a quorum is not present, the vote of the holders of a majority of the shares represented at the Special Meeting.

For a discussion of the factors that the Board of Directors considered in determining to recommend that you vote to approve the proposal to approve the Merger Agreement, please see the section captioned “Proposal 1: Approval of the Merger Agreement — The Board of Directors’ Recommendation; PlayAGS Adverse Change Recommendation.” In addition, when considering the recommendation of the Board of Directors, you should be aware that some of PlayAGS’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. For a discussion of these interests, please see the section captioned “The Merger — Interests of PlayAGS’s Directors and Executive Officers in the Merger.”

Failure to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will also have the effect of a vote “AGAINST” the proposal to approve the Merger Agreement. If your shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal (if a quorum is present) or the Compensation Proposal. If your shares are deemed present or represented by proxy, then a failure to vote

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your shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal. Any share outstanding at the close of business on the record date that is represented at the meeting in-person or by proxy, whether or not the proxy has the authority to vote on any of the proposals, will count towards a quorum. If a quorum is present, and a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Because of the non-routine nature of the Special Meeting proposals, your broker, bank or other nominee is not authorized to vote your shares on any proposal without instructions from you. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you have obtained a legal proxy from your broker, bank or other nominee, as the stockholder of record, authorizing you to vote your shares.

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A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote virtually, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

For additional information, please see the section of this proxy statement captioned “The Merger—No Dissenter’s Rights.”

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If your shares of common stock are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” shares of common stock in exchange for the Merger Consideration, and you will not be mailed, and do not need to complete, a letter of transmittal.

D.F. King & Co., Inc.

48 Wall Street – 22nd Floor

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (888) 542-7446

By Email: ags@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the PlayAGS’s expectations, intentions or strategies regarding the future, or the completion or effects of the Merger. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. PlayAGS’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including, but not limited to, risks and uncertainties related to: the ability of the parties to consummate the Transactions in a timely manner or at all; the satisfaction (or waiver) of closing conditions to the consummation of the Transactions, including with respect to the approval of the stockholders; potential delays in consummating the Transactions; the ability of PlayAGS to timely and successfully achieve the anticipated benefits of the Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the Transactions on PlayAGS’s business relationships, operating results and business generally; costs related to the Transactions; the outcome of any legal proceedings that may be instituted against PlayAGS, Brightstar or any of their respective directors or officers related to the Merger Agreement or the Transactions; and the impact of these costs and other liabilities on the cash, property, and other assets available for distribution to the stockholders. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in PlayAGS’s most recent filings with the SEC, including PlayAGS’s Annual Report on Form 10-K for the year ended December 31, 2023, PlayAGS’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov.

The forward-looking statements included in this proxy statement are made only as of the date hereof. PlayAGS assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting virtually on       , 2024, at    Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/AGS2024SM and, if applicable, at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) approve the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.

Our stockholders must approve the proposal to approve the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to approve the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully and in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection for the ten calendar days prior to and during the Special Meeting upon request by contacting secretary@playags.com and online during the Special Meeting. Stockholders may examine the list for any legally valid purpose related to the Special Meeting.

The presence, in person, by remote communication, or by proxy duly authorized, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. As of the Record Date, there were    shares of common stock outstanding and entitled to vote at the Special Meeting, meaning that    shares of common stock must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the proposal to approve the Merger Agreement.

Vote Required; Abstentions and Failure to Vote

The affirmative vote of the holders of a majority of all outstanding shares of common stock on the Record Date is required to approve the Merger Agreement. As of the Record Date,    shares constitute a majority of the outstanding shares of common stock. Approval of the Merger Agreement by stockholders is a condition to the Closing.

Approval of the Compensation Proposal, on an advisory (non-binding) basis, requires that more votes be cast, in person by remote communication or by duly authorized proxy, at the Special Meeting in favor of the

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Compensation Proposal than cast against such proposal provided a quorum is present. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be able to be voted.

Approval of the Adjournment Proposal requires either (i) if a quorum is present, that more votes be cast, in person by remote communication or by duly authorized proxy, at the Special Meeting in favor of the Adjournment Proposal than cast against such proposal or (ii) if a quorum is not present, the vote of the holders of a majority of the shares represented at the Special Meeting.

An abstention represents a stockholder’s affirmative choice to decline, or other failure, to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to approve the Merger Agreement, but will have no impact on the outcome of the Compensation Proposal and the Adjournment Proposal if a quorum is present. However, abstentions are counted as shares present or represented by proxy at the Special Meeting for the purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum, but will have the effect of a vote “AGAINST” the proposal to approve the Merger Agreement.

Failure to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have the effect of a vote “AGAINST” the proposal to approve the Merger Agreement. If your shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal (if a quorum is present) or the Compensation Proposal. If your shares are deemed present or represented by proxy, then a failure to vote your shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal. Any share outstanding at the close of business on the record date that is represented at the meeting in person or by proxy, whether or not the proxy has the authority to vote on any of the proposals, will count towards a quorum. If a quorum is present, and a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to any of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

Shares Held by PlayAGS’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,      shares of common stock, representing approximately    % of the shares of common stock outstanding on the Record Date (and approximately    % of the shares of common stock outstanding when taking into account PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs, and PlayAGS PPhSUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (i) “FOR” the approval of the Merger Agreement, (ii) “FOR” the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Voting of Proxies

If, on the Record Date, your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to

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grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit control number found next to the label “Control Number” on your proxy card, or in the email sending you the proxy statement. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:

If, on the Record Date, your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to approve the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal, if a quorum is present.

Revocability of Proxies

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not by itself have the effect of revoking your prior proxy. To revoke your prior proxy, you must vote virtually or submit an additional proxy or revocation.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

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Adjournments and Recess

Although it is not currently expected, the Special Meeting may be adjourned or recessed to a later date or dates, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or recessed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the entry into the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable and fair to, and in the interests of, PlayAGS, (ii) adopted the Merger Agreement, and authorized and approved the execution, delivery and performance by PlayAGS of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) subject to the terms and conditions of the Merger Agreement, recommended that the stockholders of PlayAGS approve the Merger Agreement, the Merger and the Transactions.

Accordingly, the Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by PlayAGS. PlayAGS has retained D.F. King & Co., Inc. (“D.F. King”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $15,000 plus expenses. PlayAGS will also indemnify D.F. King against losses arising out of its provisions of these services on our behalf. In addition, PlayAGS may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as quickly as possible. In order to complete the Merger, PlayAGS must obtain the PlayAGS Required Vote described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived. Assuming timely satisfaction of the necessary closing conditions, including the approval by stockholders of the proposal to approve the Merger Agreement, we currently anticipate that the Merger will be consummated in the second half of 2025, although PlayAGS cannot assure completion by a particular date, if at all. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

Delisting and Deregistration of PlayAGS Common Stock

If the Merger is completed, the shares of common stock will be delisted from NYSE and deregistered under the Exchange Act, and shares of common stock will no longer be publicly traded. As such, PlayAGS will no longer file periodic reports under the Exchange Act with the SEC on account of common stock.

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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on     , 2024

The proxy statement is available on the investor relations page of our website at www.playags.com.

Questions and Additional Information

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street – 22nd Floor

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (888) 542-7446

By Email: ags@dfking.com

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THE MERGER

This discussion of the Merger and the terms of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because that document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

PlayAGS, Inc.

PlayAGS (NYSE: “AGS”) is a Nevada corporation formed and incorporated originally in Delaware in August 2013 and then reincorporated in Nevada in December 2017.

PlayAGS is a leading designer and supplier of EGMs and other products and services for the gaming industry. Since 2014, PlayAGS has expanded its product line-up to include: (i) Class III EGMs for commercial and Native American casinos permitted to operate Class III EGMs, (ii) EGMs that use the results of HHR in their game math, which are allowed in several niche markets and raceways, (iii) table game products and (iv) interactive products. PlayAGS operates its business in three distinct segments: EGMs, Table Products and Interactive. Each segment’s activities include the design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of a distinct product line. For more information, visit www.playags.com. PlayAGS’s principal corporate offices are located at 6775 S. Edmond St., Ste #300, Las Vegas, Nevada 89118, and its telephone number is (702) 722-6700.

Bingo Holdings I, LLC

Parent is a Delaware limited liability company that was formed on April 30, 2024, solely for the purpose of engaging in the Transactions. Parent is owned by funds managed by affiliates of Brightstar and has not engaged in any business activities other than in connection with the Transactions and the related Financing. Upon completion of the Merger, PlayAGS will be a wholly-owned subsidiary of Parent. The principal executive offices of Parent are located at 51 W. 52^nd St., 18^th Floor, New York, NY 10019, and its telephone number is (212) 430-2500.

Bingo Merger Sub, Inc.

Merger Sub is a Nevada corporation and a wholly-owned subsidiary of Parent and was formed on April 30, 2024, solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than in connection with the Transactions and the related Financing. Upon the completion of the Merger, Merger Sub will cease to exist and PlayAGS will continue as the Surviving Corporation and a wholly-owned subsidiary of Parent. The principal executive offices of Merger Sub are located at 51 W. 52^nd St., 18^th Floor, New York, NY 10019, and its telephone number is (212) 430-2500.

Effect of the Merger

Upon the terms and subject to the satisfaction or waiver of the conditions of the Merger Agreement, Merger Sub will merge with and into PlayAGS, with PlayAGS continuing as the Surviving Corporation and a wholly-owned subsidiary of Parent. As a result of the Merger, the common stock will no longer be publicly traded, and will be delisted from NYSE. In addition, the common stock will be deregistered under the Exchange Act, and PlayAGS will no longer file periodic reports under the Exchange Act with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

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The Effective Time will occur upon the filing of the articles of merger with the Nevada Secretary of State (or at such later time as permitted under the NRS and agreed upon in writing by PlayAGS, Parent and Merger Sub and specified in the articles of merger).

Effect on PlayAGS if the Merger is Not Completed

If the Merger Agreement is not approved by stockholders, or if the Merger is not completed for any other reason:

For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement—Termination Fee.”

Merger Consideration

At the Effective Time, and without any further action on the part of the parties or any stockholder, each share of common stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive the Merger Consideration, without interest thereon and less any applicable withholding taxes required by applicable legal requirements.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own (less any applicable withholding taxes required by applicable legal

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requirements), but you will no longer have any rights as a stockholder of PlayAGS. For more information, please see the section of this proxy statement captioned “The Merger—No Dissenter’s Rights.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the members of the Board of Directors or PlayAGS management, the representatives of Brightstar, or other parties.

As part of PlayAGS’s ongoing consideration and evaluation of its strategic goals and plans, the Board of Directors, together with PlayAGS management, regularly reviews and assesses PlayAGS’s performance, share price, opportunities and strategy in light of the economic environment and industry dynamics. As a matter of practice, the Board of Directors and PlayAGS management, together with their professional advisors, regularly review and evaluate a wide range of strategic opportunities for business combinations, acquisitions and other financial and strategic alternatives for PlayAGS, in addition to continuing as a standalone company, with a view to enhancing stockholder value.

On November 20, 2023, a representative of Brightstar reached out to Mr. David Lopez, Chief Executive Officer of PlayAGS, to arrange an introductory meeting between Mr. Lopez and other representatives of Brightstar, which Mr. Lopez accepted as a part of ordinary course discussions with parties interested in learning about the PlayAGS business and the gaming industry.

On December 20, 2023, Mr. Lopez met with representatives of Brightstar. During this meeting, the Brightstar representatives indicated that Brightstar had been following PlayAGS and reviewing public information on PlayAGS and the gaming industry generally, and was interested in a potential transaction to acquire all of the outstanding shares of the common stock. The Brightstar representatives noted that they were contemplating sending a letter to PlayAGS expressing Brightstar’s interest in such a potential transaction. No specific pricing terms of a potential transaction were discussed. Promptly following the meeting, Mr. Lopez notified Mr. Adam Chibib, Chairman of the Board of Directors, of the conversation.

On December 21, 2023, Mr. Lopez and Mr. Chibib discussed the conversation between Mr. Lopez and the Brightstar representatives, including the possibility of a potential transaction, the fact that the representatives of Brightstar were contemplating sending a letter with additional details regarding a potential transaction, and that the pricing terms of a potential transaction were not discussed. Mr. Lopez and Mr. Chibib determined that they would wait to receive the letter before discussing further with the Board of Directors.

On December 26, 2023, Brightstar submitted an unsolicited, non-binding written indication of interest to acquire PlayAGS, which indicated a price per share range of $10.25 to $11.00 (the “December Proposal”). The December Proposal implied a 33% to 42% premium to the PlayAGS closing stock price as of December 22, 2023, and a 43% to 54% premium to the 90-day volume weighted average price as of December 22, 2023. The December Proposal noted that the transaction would be funded with a combination of equity capital and debt financing. The December Proposal was promptly shared with the Board of Directors.

On January 3, 2024, Mr. Chibib, Mr. Lopez and members of PlayAGS management met with representatives of Macquarie to discuss the December Proposal and the potential engagement of Macquarie to assist as financial advisor to PlayAGS in the evaluation of a potential transaction with Brightstar. During the meeting, representatives of Macquarie confirmed that Macquarie would be willing and able to serve as a financial advisor to PlayAGS.

On January 12, 2024, the Board of Directors met with PlayAGS management to discuss the terms of the December Proposal. The Board of Directors noted that they were not contemplating a sale of PlayAGS at that

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time and, in any event, based on comparable industry valuations as applied to PlayAGS’s recent historical financial performance, the price range provided in the December Proposal would not provide the stockholders with sufficient value. The Board of Directors determined to provide Brightstar with limited non-public diligence information so that Brightstar could potentially increase its proposed valuation of the Company based on such diligence information. The Board of Directors authorized Mr. Chibib and Mr. Lopez to direct Macquarie to communicate the Board of Directors’ feedback regarding the December Proposal to representatives of Brightstar. The Board of Directors also discussed the engagement of Macquarie as financial advisor to PlayAGS, based on the strength of Macquarie’s reputation and experience, and specifically Macquarie’s experience and expertise in the gaming industry. The Board of Directors approved the engagement of Macquarie as financial advisor to PlayAGS and directed PlayAGS management to negotiate customary terms for the engagement.

On January 15, 2024, Mr. Chibib, Mr. Lopez and PlayAGS management met with representatives of Macquarie to discuss feedback provided by the Board of Directors regarding the December Proposal, including PlayAGS’s need to better understand Brightstar’s capacity to finance the potential transaction, ability to obtain the required gaming regulatory approvals and willingness to increase the per share offer price. Mr. Chibib and Mr. Lopez directed representatives of Macquarie to contact Jefferies, financial advisor to Brightstar, to confirm receipt of the December Proposal, to communicate that Brightstar would need to meaningfully raise the per share offer price in order for the Board of Directors to seriously consider a potential transaction and to communicate that PlayAGS would allow Brightstar to engage in limited diligence to support a higher valuation.

On January 21, 2024, PlayAGS entered into an engagement letter with Macquarie.

On January 22, 2024, representatives of Macquarie contacted representatives of Jefferies and confirmed receipt of the December Proposal. Representatives of Macquarie informed representatives of Jefferies of the Board of Directors’ view that the per share offer price in the December Proposal would not provide the stockholders with sufficient value and that PlayAGS would allow Brightstar to engage in limited diligence to support a higher valuation.

On January 27, 2024, PlayAGS entered into a non-disclosure agreement with Brightstar relating to a potential transaction involving PlayAGS and Brightstar for the purpose of allowing Brightstar to engage in diligence with respect to non-public information regarding PlayAGS. The non-disclosure agreement contained a customary “standstill” provision prohibiting Brightstar from, among other things, making any proposal to acquire PlayAGS for a period of nine months unless invited to do so by PlayAGS or the Board of Directors, but permitting Brightstar to make confidential proposals to PlayAGS and to make other proposals following PlayAGS’s entry into a definitive agreement providing for a change of control of PlayAGS.

On January 29, 2024, Brightstar provided a preliminary diligence list to representatives of Macquarie that included management discussion topics related to PlayAGS’s financial information, strategy and growth, sales and marketing, organizational structure, and tax, among others.

On February 2, 2024, at the direction of PlayAGS management, representatives of Macquarie provided the Projections, other than certain inputs into and the calculation of unlevered free cash flow, to representatives of Jefferies. Between February 2, 2024 and February 9, 2024, PlayAGS continued to respond to diligence requests from Brightstar, including providing financial information and updated capitalization information.

On February 5, 2024, Brightstar submitted an additional preliminary list of financial and modeling-related diligence questions in advance of a scheduled financial due diligence session on February 9, 2024, during which PlayAGS management and representatives of Brightstar discussed the preliminary diligence lists previously submitted by Brightstar.

On February 15, 2024, at the direction of Mr. Chibib and Mr. Lopez, representatives of Macquarie met with representatives of Jefferies and discussed Brightstar’s views regarding the financial due diligence session.

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On February 16, 2024, Mr. Chibib and Mr. Lopez met with representatives of Macquarie to discuss the feedback received from representatives of Jefferies, including Macquarie’s views on Brightstar’s potential willingness to agree to a $12.00 per share offer price. Mr. Chibib and Mr. Lopez reiterated the Board of Directors’ view that Brightstar needed to meaningfully increase the offer price per share and that Mr. Chibib and Mr. Lopez understood that a $12.00 per share offer price would still not provide the stockholders with sufficient value in order for the Board of Directors to move forward with the potential transaction

On February 17, 2024, representatives of Macquarie provided the Board of Directors’ feedback to representatives of Jefferies.

On February 20, 2024, Brightstar submitted a revised unsolicited, non-binding written indication of interest with an updated price per share of $12.00 (the “February Proposal”). The February Proposal implied a 55% premium to the PlayAGS closing stock price as of December 22, 2023, and a 32% premium to the Play AGS closing stock price as of February 20, 2024. The February Proposal was promptly shared with the Board of Directors.

On February 21, 2024, Mr. Chibib and Mr. Lopez met with representatives of Macquarie to discuss the February Proposal, including the Board of Directors’ previous view that, based on comparable industry valuations as applied to PlayAGS’s recent historical financial performance, the $12.00 offer price per share in the February Proposal would still not provide the stockholders with sufficient value in order to move forward with the potential transaction.

On February 22, 2024, at the direction of Mr. Chibib and Mr. Lopez, representatives of Macquarie provided the Board of Directors’ feedback to representatives of Jefferies.

On February 29, 2024, the Board of Directors met with PlayAGS management and representatives from Cooley LLP, legal counsel to PlayAGS (“Cooley”), to discuss the February Proposal. The Board of Directors reiterated its view that based on comparable industry valuations as applied to PlayAGS’s recent historical financial performance, the $12.00 per share offer price would still not provide the stockholders with sufficient value in order for the Board of Directors to seriously consider the potential transaction, and discussed an in-person management presentation between PlayAGS and Brightstar to support Brightstar further increasing its proposed valuation.

On March 13, 2024, Mr. Lopez and PlayAGS management, as well as representatives of Macquarie, provided representatives of each of Brightstar and Jefferies with site tours and held a dinner meeting so that the representatives of Brightstar could learn more about PlayAGS and its business.

On March 14, 2024, Mr. Lopez and PlayAGS management, with representatives of Macquarie present, hosted representatives of Brightstar, with representatives of Jefferies present, for an in-person management presentation to provide an overview of the PlayAGS business and address Brightstar’s outstanding due diligence requests.

On March 15, 2024, the Board of Directors met with PlayAGS management, with representatives of Cooley present, to discuss the March 14, 2024 management presentation and the latest update on the potential transaction with Brightstar.

On March 19, 2024, Brightstar submitted a revised unsolicited, non-binding written indication of interest with an updated price per share of $12.20 (the “March Proposal”). The March Proposal implied a 58% premium to the PlayAGS closing stock price as of December 22, 2023, and a 44% premium to the Play AGS closing stock price as of March 18, 2024. The March Proposal was promptly shared with the Board of Directors.

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On March 23, 2024, the Board of Directors met with PlayAGS management and representatives of Macquarie to discuss the March Proposal. At this meeting, representatives of Macquarie reviewed its preliminary financial analyses of PlayAGS with the Board of Directors. Based on the Board of Directors’ review of such preliminary financial analyses, including a discussion of comparable industry valuations, PlayAGS’s recent historical financial performance, and the then-current share price for the common stock, and in an effort to encourage Brightstar to further increase the per share offer price from the March Proposal as a part of ongoing negotiations with Brightstar, the Board of Directors then directed the representatives of Macquarie to communicate to representatives of Jefferies that a per share offer price in the range of $12.75 to $13.00 would receive serious consideration from the Board of Directors. Representatives of Macquarie subsequently reached out to Jefferies on March 24, 2024 to deliver the per share offer price guidance from the Board of Directors.

On March 27, 2024, PlayAGS management, with representatives of each of Macquarie and Jefferies present, met with representatives of Brightstar to discuss potential PlayAGS growth opportunities that were not included in the Projections. On March 28, 2024, representatives of Macquarie provided updated PlayAGS share capitalization detail to representatives of Jefferies.

On March 31, 2024, Brightstar submitted a revised unsolicited, non-binding written indication of interest with an updated price per share of $12.50 as a best and final offer (the “Final Proposal”). The Final Proposal requested that PlayAGS provide Brightstar with a 30-day exclusivity period during which Brightstar would finalize its due diligence and negotiate definitive documentation. The Final Proposal implied a 62% premium to the PlayAGS closing stock price as of December 22, 2023, and a 39% premium to the Play AGS closing stock price as of March 28, 2024. The Final Proposal was promptly shared with the Board of Directors.

On April 1, 2024, PlayAGS management met with representatives of each of Macquarie and Cooley to discuss the Final Proposal.

On April 2, 2024, the Board of Directors met with PlayAGS management, with representatives of Macquarie and Cooley present, to discuss the Final Proposal. At this meeting, representatives of Macquarie reviewed its preliminary financial analyses of PlayAGS with the Board of Directors. The Board of Directors also discussed the per share offer price, including (i) that the $12.50 per share offer price represented (a) a sufficiently high valuation multiple in the context of current market multiples and the historical trading price of the common stock as compared to PlayAGS’s historical financial performance and (b) a substantial premium for the stockholders, (ii) that the Final Proposal reflected updated PlayAGS share capitalization detail that meaningfully increased the overall acquisition value as compared to the March Proposal, and (iii) the alternative of continuing to execute on PlayAGS’s existing business plan, and determined that the per share offer price was sufficient to move forward with the potential transaction. The Board of Directors directed PlayAGS management to engage in full due diligence and negotiations with respect to a definitive merger agreement, with such definitive merger agreement to include a “go-shop” provision. The Board of Directors also authorized PlayAGS to enter into a 30-day exclusivity period with Brightstar.

On April 4, 2024, PlayAGS entered into a customary exclusivity agreement with Brightstar, which provided for a 30-day exclusivity period during which PlayAGS would be prohibited from, among other things, soliciting an alternative transaction from any third party, but which exclusivity period would terminate if Brightstar notified PlayAGS that it no longer wished to pursue a potential transaction or if Brightstar notified PlayAGS that it proposed to reduce the per share price of $12.50 set forth in the Final Proposal. Later that day after entry into the exclusivity agreement, PlayAGS provided representatives of Brightstar with access to a virtual data room.

On April 8, 2024, PlayAGS management hosted a virtual management presentation with potential debt financing providers and external advisors to Brightstar, including Jefferies.

Over the course of the following weeks, PlayAGS management and representatives of Brightstar and external advisors to Brightstar held numerous due diligence sessions and transaction status update calls.

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On April 15, 2024, Cooley sent an initial draft of the Merger Agreement to Kirkland & Ellis LLP, legal counsel to Brightstar (“Kirkland”), which included, among other things, (i) a go-shop provision pursuant to which PlayAGS would be permitted to solicit alternative acquisition proposals for 35 days following signing of the definitive merger agreement, (ii) the Regulatory Termination Fee payable by Brightstar in an unspecified amount, (iii) the PlayAGS Termination Fee payable by PlayAGS in an unspecified amount, with a reduced PlayAGS Termination Fee payable if PlayAGS entered into a superior proposal during the go-shop period, and (iv) the Parent Termination Fee payable by Brightstar in an unspecified amount.

On April 17, 2024, representatives of Kirkland sent drafts of the Equity Commitment Letter and Limited Guarantee to representatives of Cooley.

On April 20, 2024, Mr. Lopez met with representatives of Brightstar at the PlayAGS office to discuss the parties’ views on potential future strategy and growth opportunities for the PlayAGS business.

On April 22, 2024, representatives of Kirkland sent a revised draft of the Merger Agreement to representatives of Cooley, which, among other things, (i) removed the go-shop provision and the Parent Regulatory Termination Fee, (ii) included a PlayAGS Termination Fee of 3.5% of the implied PlayAGS fully diluted equity value based on the Merger Consideration, (iii) included a Parent Termination Fee to be equal to twice the amount of the PlayAGS Termination Fee, (iv) included an expense reimbursement provision pursuant to which PlayAGS would reimburse Brightstar for certain of its transaction-related expenses if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger and (v) expanded the scope of interim covenants limiting PlayAGS’s ability to take certain actions prior to closing of the Merger without Brightstar’s prior consent.

On April 25, 2024, representatives of each of Cooley and Kirkland held a conference call to discuss certain terms of the draft Merger Agreement, including, at the direction of PlayAGS management, a proposal to reduce the PlayAGS Termination Fee to 3.0% of the implied PlayAGS fully diluted equity value based on the Merger Consideration.

Later in the day on April 25, 2024, PlayAGS management met with representatives of each of Cooley, McDonald Carano LLP, gaming regulatory counsel to PlayAGS (“McDonald Carano”), Kirkland, and Brownstein Hyatt Farber Schreck, LLP, gaming regulatory counsel to Brightstar (“Brownstein”) to discuss the gaming approval process, including Brightstar’s proposed structure, the jurisdictions that may require gaming regulatory approval for the Merger, and anticipated timing for filings and potential approval.

On April 26, 2024, the Board of Directors met with PlayAGS management and representatives of each of Macquarie and Cooley to discuss the material issues in the draft Merger Agreement. PlayAGS management also updated the Board of Directors regarding discussions on the gaming approval process, including Brightstar’s proposed structure, the potential jurisdictions that may require gaming regulatory approval, and anticipated timing for filings and potential approval. The Board of Directors discussed the Merger Agreement and the gaming approval process, provided feedback to PlayAGS management and representatives of each of Macquarie and Cooley, and directed Cooley to revise the draft Merger Agreement accordingly, including to (i) reinsert the go-shop provision, with a reduced PlayAGS Termination Fee payable if PlayAGS entered into a superior proposal during the go-shop period, (ii) reinsert the Parent Regulatory Termination Fee equal to 7.0% of the implied PlayAGS fully diluted equity value based on the Merger Consideration, (iii) provide for a termination fee payable by Brightstar equal to 9.0% of the implied PlayAGS fully diluted equity value based on the Merger Consideration for termination of the Merger Agreement due to Parent’s or Merger Sub’s willful breach or fraud, (iv) accept the PlayAGS Termination Fee of 3.5% of the implied PlayAGS fully diluted equity value based on the Merger Consideration, (v) delete the expense reimbursement provision that would be applicable if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger, and (vi) narrow the scope of interim covenants limiting PlayAGS’s ability to take certain actions prior to closing of the Merger without Brightstar’s prior consent.

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On April 28, 2024, representatives of Cooley sent a revised draft of the Merger Agreement, and revised drafts of the Equity Commitment Letter and Limited Guarantee, to representatives of Kirkland.

On April 30, 2024, the Board of Directors met with PlayAGS management, with representatives of Cooley present, to discuss the Projections, which Projections had previously been discussed with and reviewed by the Board of Directors. PlayAGS management reviewed the various estimates and assumptions underlying the Projections. Following review and discussion, the Board of Directors directed PlayAGS management to direct Macquarie to use the Projections for purposes of providing financial analyses in connection with the Board of Directors’ evaluation of the potential transaction with Brightstar, including preparing any opinion requested by the Board of Directors.

On May 1, 2024, representatives of Kirkland sent a revised draft of the Merger Agreement to representatives of Cooley, which, among other things, (i) removed the go-shop provision, (ii) removed the Parent Regulatory Termination Fee, (iii) removed the higher termination fee payable by Brightstar for termination of the Merger Agreement due to Parent’s or Merger Sub’s willful breach or fraud and (iv) reinserted the expense reimbursement provision that would be applicable if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger. Also on May 1, 2024, representatives of Kirkland sent draft Debt Commitment Letters to representatives of Cooley with respect to the contemplated debt financing to be obtained by Brightstar in connection with the proposed Merger.

On May 2, 2024, the Board of Directors met with PlayAGS management and representatives from each of Cooley and Holland & Hart LLP, Nevada counsel to PlayAGS (“Holland”), to discuss the latest draft of the Merger Agreement. Representatives of each of Cooley and Holland reviewed with the Board of Directors its fiduciary duties applicable in connection with the potential transaction, including the proposed Merger. Representatives of Cooley discussed with the Board of Directors the material terms of the draft Merger Agreement and related ancillary agreements. The Board of Directors then discussed the material terms of the draft Merger Agreement and directed Cooley to revise the draft Merger Agreement accordingly, including (i) the acceptance of the removal of the go-shop provision, provided that Brightstar accepted the reinsertion of the reduced PlayAGS Termination Fee of 1.75% of the implied PlayAGS fully diluted equity value based on the Merger Consideration for the 45 days immediately following the signing of the Merger Agreement, which the Board of Directors viewed as sufficient to attract potential alternative buyers to consider an Acquisition Proposal, (ii) reinsertion of a Parent Regulatory Termination Fee of 5.5% of the implied PlayAGS fully diluted equity value based on the Merger Consideration and (iii) deletion of the expense reimbursement provision that would be applicable if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger.

Also on May 2, 2024, representatives of Kirkland sent to representatives of Cooley revised drafts of the Equity Commitment Letter and Limited Guarantee, and representatives of Cooley sent to representatives of Kirkland a draft of exceptions to the interim covenants.

On May 3, 2024, representatives of Kirkland sent to representatives of Cooley a list of jurisdictions proposed by Brightstar in which gaming regulatory approval for the Merger would be required as a condition to the closing of the Merger.

Later in the day on May 3, 2024, PlayAGS management met with representatives of each of Macquarie, Cooley and McDonald Carano to discuss the proposed list of gaming regulatory approvals. At the direction of PlayAGS management, a representative of PlayAGS then reached out to a representative of Brownstein and discussed the proposed list of gaming regulatory approvals with Brownstein.

On May 4, 2024, PlayAGS entered into an amendment to the exclusivity agreement with Brightstar to extend the exclusivity period for an additional 4 days. Later that same day, representatives of Cooley sent the revised draft of the Merger Agreement to representatives of Kirkland, which reflected the feedback from the Board of Directors, as well as a more limited list of jurisdictions in which regulatory approval for the Merger would be required as a condition to the closing of the Merger.

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Also on May 4, 2024, representatives of Kirkland informed representatives of Cooley of Brightstar’s position on certain terms of the draft Merger Agreement, including (i) acceptance of the Parent Regulatory Termination Fee, provided that the amount of the reduced PlayAGS Termination Fee for the 45 days immediately following signing of the Merger Agreement should be equal to the amount of the Parent Regulatory Termination Fee and (ii) that the expense reimbursement provision, applicable if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger, should be reinserted.

Also on May 4, 2024, representatives of Macquarie provided the Board of Directors with customary relationships disclosure.

On May 6, 2024, representatives of Kirkland sent to representatives of Cooley a revised draft of the Merger Agreement and an expanded list of jurisdictions in which regulatory approval for the Merger would be required as a condition to the closing of the Merger.

On May 7, 2024, representatives of each of Cooley and Kirkland held a call to discuss certain terms of the draft Merger Agreement. Following this call, representatives of Kirkland informed representatives of Cooley of Brightstar’s position on certain terms of the draft Merger Agreement, including (i) acceptance of a reduced PlayAGS Termination Fee of 1.75% of the implied PlayAGS fully diluted equity value based on the Merger Consideration for the 45 days immediately following the signing of the Merger Agreement, (ii) a Parent Regulatory Termination Fee of 2.75% of the implied PlayAGS fully diluted equity value based on the Merger Consideration and (iii) reinsertion of the expense reimbursement provision, applicable if the Merger Agreement were terminated as a result of the failure of the stockholders to approve the Merger, except with a lower cap on reimbursable expenses than had been previously proposed by Brightstar.

Also on May 7, 2024, representatives of Kirkland sent to representatives of Cooley a revised draft of the exceptions to the interim covenants.

Throughout the day on May 7, 2024 and on the morning of May 8, 2024, the parties worked to resolve outstanding points and finalize the Merger Agreement and related ancillary agreements, including the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantee. As part of these discussions, on May 8, 2024, Mr. Lopez held a call with representatives of each of Brightstar and Jefferies to discuss certain terms of the exceptions to the interim covenants.

On the afternoon of May 8, 2024, the Board of Directors held a meeting, with PlayAGS management and representatives of each of Macquarie, Cooley and Holland present, to review the terms of the Merger Agreement and related ancillary agreements, and to vote on whether to approve entry into the Merger Agreement with Brightstar. Representatives of Macquarie reviewed with the Board of Directors Macquarie’s financial analyses of PlayAGS. Representatives of Macquarie then rendered to the Board of Directors its oral opinion, which was subsequently confirmed in writing by the delivery of Macquarie’s written opinion addressed to the Board of Directors dated May 8, 2024, to the effect that, as of that date and subject to the various limitations, qualifications, assumptions and disclaimers set forth in its written opinion, the $12.50 per share in cash to be received by the holders of the common stock (other than the Excluded Shares) pursuant to, and in accordance with, this Agreement is fair, from a financial point of view, to such holders, as more fully described below in the section entitled “—Opinion of Macquarie Capital (USA) Inc.” Representatives of Cooley then reviewed with the Board of Directors its fiduciary duties applicable in connection with the strategic transaction process, including the proposed Merger, and the material terms of the draft Merger Agreement and related ancillary agreements. The Board of Directors then discussed the potential transaction with Brightstar. After carefully considering the matters discussed during that meeting and prior meetings of the Board of Directors (for more information, see the section titled “—Reasons for the Merger”), the Board of Directors unanimously (i) determined that the entry into the Merger Agreement and the consummation of the Transactions by PlayAGS, including the Merger, were advisable and fair to, and in the interests of, PlayAGS, (ii) adopted the Merger Agreement, and authorized and approved the execution, delivery and performance by PlayAGS of the Merger Agreement and the consummation by PlayAGS of the Transactions, including the Merger, and (iii) subject to the terms and conditions of the Merger

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Agreement, recommended that the stockholders approve the Merger Agreement, the Merger and the Transactions.

Later in the evening on May 8, 2024, the parties executed the Merger Agreement, the Equity Commitment Letters and the Limited Guarantee.

Early in the morning on May 9, 2024 and prior to the opening of trading on the NYSE, the parties issued a joint press release publicly announcing the Transactions.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) determined that the entry into the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable and fair to, and in the interests of, PlayAGS, (ii) adopted the Merger Agreement, and authorized and approved the execution, delivery and performance by PlayAGS of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) subject to the terms and conditions of the Merger Agreement, recommended that the stockholders of PlayAGS approve the Merger Agreement, the Merger and the Transactions.

The Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Reasons for the Merger

In the course of reaching its determination and recommendation, the Board of Directors consulted with PlayAGS management, Macquarie, Cooley, and Holland. The Board of Directors considered the following factors and reasons (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) determination that the Merger Agreement and the consummation of the Transactions, are advisable and fair to, and in the interests of, PlayAGS, (ii) adoption, authorization and approval of the execution, delivery and performance by PlayAGS of the Merger Agreement and the consummation of the Transactions, including the Merger and (iii) subject to the terms and conditions of the Merger Agreement, recommendation that PlayAGS stockholders approve the Merger Agreement, the Merger and the Transactions:

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The Board of Directors also considered certain risks and other potentially negative factors and reasons concerning the Merger (which are not necessarily presented in order of relative importance), including:

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In addition to considering the factors and reasons described above, the Board of Directors also considered that some of PlayAGS’s directors and executive officers have interests that may be different from, or in addition to, the interests of PlayAGS stockholders generally. The Board of Directors was aware of these interests and considered them at the time it approved the Merger Agreement and made its recommendation to PlayAGS stockholders. For more information, please see the section of this proxy statement entitled “The Merger—Interests of PlayAGS’s Executive Officers and Directors in the Merger.” The foregoing discussion of reasons for the recommendation to approve the Merger Agreement addresses the reasons considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of reasons considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors and reasons. The Board of Directors based its unanimous recommendation on the totality of the information presented and concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger. The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Financial Projections

While PlayAGS has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, PlayAGS does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in connection with the review of potential strategic alternatives, including

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the Merger, in February 2024 PlayAGS management, at the direction of the Board of Directors, prepared non-public, unaudited, prospective financial information for fiscal years 2024 through 2027 (the “Projections”). The Projections were discussed with, and approved for use by, the Board of Directors in connection with the review of potential strategic alternatives, including the Merger, and for use and reliance by Macquarie in connection with its financial analyses and for rendering its fairness opinion in connection with the Merger as described in the section of this proxy statement captioned “The Merger—Opinion of Macquarie Capital (USA) Inc.” The Projections, other than certain inputs into and the calculation of unlevered free cash flow, were also provided to representatives of Brightstar on February 2, 2024 in connection with their evaluation of a potential strategic transaction with PlayAGS.

At a meeting of the Board of Directors on April 30, 2024, the Projections, including the assumptions utilized by PlayAGS management to prepare such estimates, were reviewed and discussed by PlayAGS management with the Board of Directors. Such assumptions include revenue growth to 9% in fiscal year 2024, 10% in fiscal year 2025, 11% in fiscal year 2026 and 8% in fiscal year 2027; a 45% Adjusted EBITDA margin for fiscal years 2024 and 2025 and a 46% Adjusted EBITDA margin for fiscal years 2026 and 2027; and, with respect to Adjusted EBITDA minus capital expenditure, a 60% conversion for fiscal year 2024, a 63% conversion for fiscal year 2025 and a 67% conversion for fiscal years 2026 and 2027.

The Projections were not prepared with a view toward public disclosure or toward complying with GAAP, nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, PlayAGS management. PricewaterhouseCoopers LLP, PlayAGS’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. Any PricewaterhouseCoopers LLP report incorporated by reference in this document relates to PlayAGS’s previously issued financial statements, does not extend to the Projections and should not be read to do so.

The non-GAAP financial measures used in the Projections were relied upon by the Board of Directors and Macquarie in connection with their consideration of the Merger and the Merger Consideration. While PlayAGS believes that such non-GAAP financial measures provide useful supplemental information in analyzing PlayAGS’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by PlayAGS may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or Macquarie in connection with the Merger. Accordingly, PlayAGS has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. The Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.

The Projections reflect estimates and assumptions made by PlayAGS management with respect to general business, economic, competitive, regulatory, and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond PlayAGS’s control. In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on PlayAGS’s business and its results of operations. None of

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PlayAGS, Parent or any of their respective affiliates, advisors or other representatives makes any representation to any PlayAGS stockholder regarding the validity, reasonableness, accuracy or completeness of the Projections or the ultimate performance of PlayAGS relative to the Projections. The inclusion of the Projections in this proxy statement does not constitute an admission or representation of PlayAGS that the Projections or the information contained therein is material. Except as required by applicable law, neither PlayAGS nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Projections, which were prepared as of an earlier date.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding PlayAGS in its public filings with the SEC. The Projections were developed by PlayAGS management on a standalone basis without giving effect to the Merger and the Transactions, and therefore the Projections do not give effect to the proposed Transactions or any changes to PlayAGS’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Transactions. Furthermore, the Projections do not take into account the effect of any failure of the Transactions to be completed and should not be viewed as accurate or continuing in that context.

The Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Projections should not be regarded as an indication that PlayAGS or anyone who received the Projections then considered, or now considers, the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. PlayAGS management views the Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

Adjusted EBITDA, Adjusted EBITDA minus capital expenditure and unlevered free cash flow contained in the Projections set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The information and table set forth below is included solely to give PlayAGS stockholders access to certain of the financial projections that were made available to the Board of Directors, Macquarie and Brightstar and is not included in this proxy statement in order to influence any PlayAGS stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose:

(dollars in millions)

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Opinion of Macquarie Capital (USA) Inc.

On May 8, 2024, Macquarie, PlayAGS’s financial advisor, rendered its oral opinion to the Board of Directors (which was subsequently confirmed in writing by the delivery of Macquarie’s written opinion addressed to the Board of Directors dated the same date) as to, as of May 8, 2024, the fairness, from a financial point of view, to the holders of the common stock (other than the Excluded Shares), of the Merger Consideration to be received by such stockholders in the Merger, pursuant to the Merger Agreement.

Macquarie’s opinion was directed to the Board of Directors (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of the common stock (other than the Excluded Shares), of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger. The summary of Macquarie’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement, and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Macquarie in preparing its opinion. However, neither Macquarie’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, a recommendation to the Board of Directors, any holder of the common stock or any other person as to how to act or vote with respect to any matter relating to the Merger.

In arriving at its opinion, Macquarie, among other things:

Macquarie did not undertake any responsibility for independently verifying, and did not independently verify, any of the foregoing information and Macquarie assumed and relied upon the accuracy and completeness of all such information. PlayAGS management had advised Macquarie, and Macquarie assumed, that the Projections were reasonably prepared in good faith on bases reflecting such management’s best currently available estimates and judgments as to the future financial performance and condition of PlayAGS. PlayAGS management advised Macquarie, and Macquarie assumed, that the Projections were a reasonable basis on which to evaluate PlayAGS and the Merger and, at the Board of Director’s direction, Macquarie used and relied upon the Projections for purposes of Macquarie’s analyses and opinion. Macquarie expressed no view or opinion as to the Projections or the assumptions upon which they were based. Further, Macquarie relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial

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condition, results of operations, cash flows or prospects of PlayAGS since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Macquarie that would be material to its analysis or opinion, and that there was no information or any facts that would make any of the information reviewed by Macquarie incomplete or misleading. In connection with its opinion, Macquarie did not make, nor assume any responsibility for making, any physical inspection, independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of PlayAGS, nor was Macquarie furnished with any such evaluations or appraisals.

Macquarie relied upon and assumed that, except as would not be material to its analysis or opinion, the representations and warranties of each party in the Merger Agreement were true and correct, each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement, all of the conditions to the consummation of the Merger would be satisfied, and the Merger would be consummated in accordance with the terms set forth in the Merger Agreement without waiver, modification or amendment of any terms or provisions thereof. Macquarie further assumed, with PlayAGS’s consent, that, except as would not be material to its analysis or opinion, the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations and that, except as would not be material to its analysis or opinion, all governmental, regulatory, third-party and other consents, approvals or releases necessary for the consummation of the Merger would be obtained without undue delay, limitation, restriction or condition (including the disposition of businesses or assets). In addition, Macquarie assumed that, except as would not be material to its analysis or opinion, the final form of the Merger Agreement would not differ from the draft of the Merger Agreement reviewed by Macquarie.

Macquarie’s opinion did not address the underlying business decision of the Board of Directors or PlayAGS to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions available to PlayAGS. Macquarie’s opinion was necessarily based on information made available to Macquarie as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on such date. Macquarie does not have any obligation to update, revise, reaffirm or withdraw its opinion or to otherwise comment on or consider events occurring or coming to its attention after the date of its opinion.

Macquarie’s opinion only addresses the fairness, from a financial point of view, to the holders of the common stock (other than holders of Excluded Shares) of the Merger Consideration to be received by such stockholders in the Merger pursuant to the Merger Agreement and does not address any other aspect or implication of the Merger or any consent, agreement, arrangement or understanding provided or entered into in connection therewith or otherwise including, without limitation, (i) the form or structure of the Merger, or any portion thereof, and (ii) the fairness of the amount or nature of, or any other aspect relating to, any compensation or Merger Consideration to be paid or payable to any officers, directors or employees of any parties to the Merger (in their respective capacities as such), or any class of such persons, relative to the Merger Consideration or otherwise. Macquarie did not provide any advice or opinion as to matters that require legal, regulatory, accounting, insurance, executive compensation, tax or other similar professional advice. Macquarie assumed that PlayAGS had obtained or would obtain such advice or opinions from appropriate professional sources. Furthermore, Macquarie relied upon the accuracy and completeness of the assessments by PlayAGS and its advisors with respect to all legal, regulatory, accounting, insurance, executive compensation and tax matters. Macquarie did not express any opinion as to whether or not PlayAGS, Parent, their respective securityholders or any other party was receiving or paying reasonably equivalent value in the Merger, the solvency, creditworthiness or fair value of PlayAGS, Parent or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters.

It is understood that Macquarie’s opinion is for the information and use of the Board of Directors (in its capacity as such) in connection with its consideration of the Merger. Macquarie’s opinion does not constitute a recommendation to the Board of Directors, the holders of the common stock or any other person as to how to act

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or vote with respect to any matter relating to the Merger. The issuance of Macquarie’s opinion was approved by an internal committee of Macquarie authorized to review opinions of this nature.

In preparing its opinion to the Board of Directors, Macquarie performed a variety of analyses, including those described below. The summary of Macquarie’s financial analyses is not a complete description of the analyses underlying Macquarie’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Macquarie’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Macquarie arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Macquarie believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

No company, business or transaction used in Macquarie’s analyses for comparative purposes is identical to PlayAGS or the Merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, from a financial point of view, to the holders of PlayAGS Common Stock (other than the Excluded Shares), of the Merger Consideration to be received by such holders in the Merger, pursuant to the Merger Agreement, Macquarie did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Macquarie’s financial analyses are illustrative and not necessarily indicative of actual or relative values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond control of Parent, PlayAGS or Macquarie. Much of the information used in, and accordingly the results of, Macquarie’s analyses are inherently subject to substantial uncertainty. Macquarie’s opinion and analyses were provided to the Board of Directors (in its capacity as such) in connection with its consideration of the Merger and were among many factors considered by the Board of Directors in evaluating the Merger. Neither Macquarie’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Board of Directors with respect to the Merger. Under the terms of its engagement by PlayAGS, neither Macquarie’s opinion nor any other advice or services rendered by Macquarie in connection with the Merger or otherwise, should be construed as creating, and Macquarie should not be deemed to have, any fiduciary duty to the Board of Directors, PlayAGS, any stockholder, employee or creditor of PlayAGS, or any other person or entity.

Financial Analyses

The following is a summary of certain financial analyses reviewed by Macquarie in connection with the rendering of its opinion to the Board of Directors on May 8, 2024. The summary does not contain all of the financial data that holders of the common stock may want or need for purposes of making an independent determination of fair value. Holders of the common stock are encouraged to consult with their own financial and other advisors before making an investment decision in connection with the Merger. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations in connection with each analysis, could create a misleading or incomplete view of Macquarie’s analyses.

For purposes of its analyses, Macquarie reviewed a number of financial metrics including:

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Selected Public Companies Analysis

Macquarie considered certain financial data for PlayAGS and selected companies with publicly traded equity securities Macquarie deemed relevant. The financial data reviewed included:

The selected companies and resulting mean and median data were:

Taking into account the results of the selected companies analysis and based on its professional judgment and experience, Macquarie applied a multiple range of (i) 4.6x to 5.6x to PlayAGS’s FY 2023 Adjusted EBITDA, 4.5x to 5.5x to PlayAGS’s FY 2024E Adjusted EBITDA, 4.1x to 5.1x to PlayAGS’s FY 2025E Adjusted EBITDA (collectively, the “Selected Public Companies Adjusted EBITDA Multiples”), and (ii) 6.6x to 8.1x to PlayAGS’s FY 2023 Adjusted EBITDA – Capex, 6.8x to 8.3x to PlayAGS’s FY 2024E Adjusted EBITDA – Capex and 5.2x to 6.7x to PlayAGS’s FY 2025E Adjusted EBITDA – Capex (collectively, the “Selected Public Companies Adjusted EBITDA – Capex Multiples”).

To arrive at a range of equity values for PlayAGS, Macquarie adjusted the total Enterprise Values for PlayAGS’s debt of $550.2 million and cash of $40.4 million, each as of March 31, 2024, and in each case, per

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PlayAGS management. To arrive at a range of values per share of the common stock, Macquarie assumed, and PlayAGS management advised that as of May 6, 2024, 39.5 million shares of the common stock were outstanding, 1.7 million PlayAGS RSUs and PlayAGS PSUs were outstanding, 2.9 million PlayAGS PhSUs and PlayAGS PPhSUs were outstanding and 0.8 million PlayAGS Options were outstanding, with a weighted average strike price of $10.45.

Using this analysis, Macquarie calculated the valuation ranges for the Enterprise Value of PlayAGS, equity value of PlayAGS and value per share of the common stock by taking an equal weighting of (i) the average value derived from utilizing the Selected Public Companies Adjusted EBITDA Multiples and (ii) the average value derived from utilizing the Selected Public Companies Adjusted EBITDA – Capex Multiples, which resulted in the valuation range set forth below, as compared to the Merger Consideration of $12.50 per share of the common stock in the Merger pursuant to the Merger Agreement.

Macquaire also reviewed the financial data and metrics for two additional companies, i.e., Aristocrat Leisure Limited and Light & Wonder, Inc., but that information was noted only for informational purposes and was not considered part of its financial analyses with respect to its opinion.

NTM Trading Analysis

Macquarie also reviewed PlayAGS’s Enterprise Value as a multiple of PlayAGS’s next twelve months’ Adjusted EBITDA (“NTM Adjusted EBITDA”) and PlayAGS’s Enterprise Value as a multiple of PlayAGS’s next twelve months’ Adjusted EBITDA – Capex (“NTM Adjusted EBITDA – Capex”) from May 2022 to May 3, 2024. The resulting median data were:

Taking into account the results of the NTM trading analysis and based on its professional judgment and experience, Macquarie applied a multiple range of 4.7x to 5.7x to PlayAGS’s NTM Adjusted EBITDA, as of March 31, 2024, and 8.2x to 9.7x to PlayAGS’s NTM Adjusted EBITDA – Capex, as of March 31, 2024.

To arrive at a range of equity values for PlayAGS, Macquarie adjusted the total Enterprise Values for PlayAGS’s debt of $550.2 million and cash of $40.4 million, each as of March 31, 2024, and in each case, per PlayAGS management. To arrive at a range of values per share of the common stock, Macquarie assumed, and PlayAGS management advised that as of May 6, 2024, 39.5 million shares of the common stock were outstanding, 1.7 million PlayAGS RSUs and PlayAGS PSUs were outstanding, 2.9 million PlayAGS PhSUs and PlayAGS PPhSUs were outstanding and 0.8 million PlayAGS Options were outstanding, with a weighted average strike price of $10.45.

Using this analysis, Macquarie calculated the valuation ranges for the Enterprise Value of PlayAGS, equity value of PlayAGS and value per share of the common stock by taking an equal weighting of the values derived from utilizing the multiple ranges referenced above, which resulted in the valuation range set forth below, as compared to the Merger Consideration of $12.50 per share of the common stock in the Merger pursuant to the Merger Agreement.

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Selected Transaction Analysis

Macquarie also considered the financial terms of the below business combination that Macquarie deemed relevant. The selected transaction was selected because the target company or assets was deemed by Macquarie to be similar to PlayAGS in one or more respects. The financial data reviewed included:

The selected transaction and resulting data were:

Taking into account the results of the selected transaction analysis and based on its professional judgment, Macquarie applied a multiple range of 5.5x to 6.5x to PlayAGS’s LTM Adjusted EBITDA and 9.2x to 10.7x to PlayAGS’s LTM Adjusted EBITDA – Capex, in each case, as of March 31, 2024, with the metrics based on financial data provided by PlayAGS (and approved for use by Macquarie).

To arrive at a range of equity values for PlayAGS, Macquarie adjusted the total Enterprise Values for PlayAGS’s debt of $550.2 million and cash of $40.4 million, each as of March 31, 2024, and in each case, per PlayAGS management. To arrive at a range of values per share of the common stock, Macquarie assumed, and PlayAGS management advised that as of May 6, 2024, 39.5 million shares of the common stock were outstanding, 1.7 million PlayAGS RSUs and PlayAGS PSUs were outstanding, 2.9 million PlayAGS PhSUs and PlayAGS PPhSUs were outstanding and 0.8 million PlayAGS Options were outstanding, with a weighted average strike price of $10.45.

Using this analysis, Macquarie calculated the valuation ranges for the Enterprise Value of PlayAGS, equity value of PlayAGS and value per share of the common stock by taking an equal weighting of the values derived from utilizing the multiple ranges referenced above, which resulted in the valuation range set forth below, as compared to the Merger Consideration of $12.50 per share of the common stock in the Merger pursuant to the Merger Agreement.

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Macquaire also reviewed the financial terms and data for eight additional business combinations or other transactions between January 2013 and February 2016, but that information was noted only for informational purposes and was not considered part of its financial analyses with respect to its opinion.

Discounted Cash Flow Analysis

Macquarie performed a discounted cash flow analysis with respect to PlayAGS by calculating the estimated net present value of (a) the projected after-tax, unlevered, free cash flows of PlayAGS for the second through fourth quarters of fiscal year 2024 and for the fiscal years 2025 through 2027 based on the Projections and (b) an estimated terminal value for PlayAGS (which was derived as indicated below). For the purposes of this analysis, stock-based compensation was treated as a cash expense.

Macquarie used two approaches to derive estimates of terminal value for PlayAGS. Under one approach, Macquarie applied a multiple range of 5.1x to 6.1x (selected based on its professional judgment and experience, taking into account, among other matters, the Selected Public Companies Analysis, historical trading ranges of PlayAGS and the Selected Transaction Analysis) to the LTM Adjusted EBITDA for PlayAGS, as of December 31, 2027, based on financial data provided by PlayAGS (and approved for use by Macquarie). Under the other approach, Macquarie applied a multiple range of 8.3x to 9.8x (selected based on its professional judgment and experience, taking into account, among other matters, the Selected Public Companies Analysis, historical trading ranges of PlayAGS and the Selected Transaction Analysis) to the LTM Adjusted EBITDA – Capex for PlayAGS, as of December 31, 2027, based on financial data provided by PlayAGS (and approved for use by Macquarie).

The cash flows and terminal values were discounted to present value as of March 31, 2024 using a range of discount rates of 10.0% to 12.0%. The discount rates were determined based on Macquarie’s analysis of PlayAGS’s weighted average cost of capital (“WACC”). Macquarie derived PlayAGS’s WACC based on considerations that Macquarie deemed relevant in its professional judgment and experience, taking into account certain metrics including capital structure for certain selected comparable companies and PlayAGS, the cost of long-term U.S. Treasury debt, tax rates, historical unlevered and levered betas for certain selected comparable companies and PlayAGS, as well as certain financial metrics for the U.S. financial markets generally.

To arrive at a range of equity values for PlayAGS, Macquarie adjusted the total Enterprise Values for PlayAGS’s debt of $550.2 million and cash of $40.4 million, each as of March 31, 2024, and in each case, per PlayAGS management. To arrive at a range of values per share of the common stock, Macquarie assumed, and PlayAGS management advised that as of May 6, 2024, 39.5 million shares of the common stock were outstanding, 1.7 million PlayAGS RSUs and PlayAGS PSUs were outstanding, 2.9 million PlayAGS PhSUs and PlayAGS PPhSUs were outstanding and 0.8 million PlayAGS Options were outstanding, with a weighted average strike price of $10.45.

Using this analysis, Macquarie calculated the valuation ranges for the Enterprise Value of PlayAGS, equity value of PlayAGS and value per share of the common stock by taking an equal weighting of the values derived

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from utilizing the two terminal value approaches referenced above, which resulted in the valuation range set forth below, as compared to the Merger Consideration of $12.50 per share of the common stock in the Merger pursuant to the Merger Agreement.

Other Matters

PlayAGS retained Macquarie as its financial advisor in connection with the Merger based on Macquarie’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Pursuant to the engagement letter between PlayAGS and Macquarie, PlayAGS agreed to pay Macquarie a fee for its services of approximately $10.6 million, of which $1.0 million became payable to Macquarie upon the rendering of its opinion to the Board of Directors and the remainder of which is contingent upon the consummation of the Merger. In addition, PlayAGS has agreed to reimburse certain of Macquarie’s expenses and to indemnify Macquarie and certain related parties for certain liabilities and other items arising out of or related to its engagement.

In the ordinary course of business, Macquarie and its affiliates may acquire, hold, sell or trade debt, equity or other securities and financial instruments (including derivatives, loans and other obligations), of PlayAGS, Parent, Brightstar, any other company that may be involved in the Merger and their respective affiliates, for its and their own accounts and for the accounts of its and their customers and, accordingly, may at any time hold a long or short position in such securities. Macquarie and its affiliates provide a wide range of investment banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and loans. In the past two years, Macquarie has not performed any investment banking services for PlayAGS, Parent or Brightstar for which it has received any fees. Macquarie and its affiliates may in the future provide investment banking advice and services, and may otherwise seek to expand their business and commercial relationships with, PlayAGS, Parent, Brightstar and their respective affiliates for which Macquarie would expect to receive compensation.

Interests of PlayAGS’s Directors and Executive Officers in the Merger

When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to approve the Merger Agreement, stockholders should be aware that some of PlayAGS’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that entry into the Merger Agreement and the Transactions, including the Merger, were advisable and fair to, and in the interests of, PlayAGS, in reaching its decision to adopt the Merger Agreement and authorize and approve the execution, delivery and performance by PlayAGS of the Merger Agreement and the Transactions, including the Merger, and in making their recommendation that the stockholders vote in favor of approving the Merger Agreement, the Merger and the Transactions.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to and following the Closing, however, certain of our executive officers may have discussions, and following the Closing, may enter into agreements with, Parent or the Surviving Corporation, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

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Insurance and Indemnification of Directors and Executive Officers

For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement—Director and Officer Indemnification and Insurance.”

Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs

The Merger Agreement provides that, at the Effective Time, each:

For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement—Merger Consideration—Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs.” For a quantification of the amounts that the executive officers and non-employee directors will receive in respect of equity and equity-based awards at the Effective Time, please see the section of this proxy statement captioned “Equity Interests of PlayAGS’s Executive Officers and Non-Employee Directors,” below.

Payments Upon Termination at or Following Change in Control

AGS LLC, a subsidiary of PlayAGS (the “Employer”), has entered into employment agreements (collectively, the “employment agreements”) with each of Mr. Lopez, Kimo Akiona (Chief Financial Officer), and Robert Ziems (Chief Legal Officer) (each individual, an “executive” and collectively, the “executives”), under which the executives are eligible to receive certain payments and benefits upon a “change in control” (as defined in the PlayAGS Omnibus Incentive Plan) and/or severance payments and benefits upon qualifying terminations of employment, as described below.

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The employment agreements provide that, upon the occurrence of a change in control, each executive’s outstanding, unvested equity awards will immediately accelerate and vest as to 100% of the then-outstanding and unvested portions of all such equity awards, subject to each executive’s continued employment through the date of such change in control. As noted above in the section of this proxy statement captioned “Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs,” at the Effective Time, equity and equity-based incentive awards held by the executives will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of the number of shares of common stock underlying such awards and the Merger Consideration (less the applicable exercise price per share in the case of PlayAGS Options).

Under each employment agreement, if the Employer terminates the executive’s employment without “cause” or if the executive resigns for “good reason” (as each such term is defined below), then, subject to receiving a signed release of claims from such executive and the executive’s continued compliance with certain restrictive covenants (as described below), the executive will receive a severance payment equal to two times the sum of his annual base salary and annual target bonus (paid over a 24-month period, but ceasing if the executive violates any of the post-termination obligations and restrictive covenants described below), along with a pro-rated annual bonus for the year of termination, based upon actual performance and paid when bonuses are paid to other bonus program participants. The executive would also be eligible to receive continued health benefits at no greater cost than would apply if he were an active employee for 24 months post-termination, or until he commences employment with a subsequent employer, if earlier. Pursuant to the employment agreements, the executives are also subject to perpetual confidentiality, assignment of intellectual property and non-disparagement provisions, as well as certain non-solicitation and non-competition restrictions for 24 months (in the case of Mr. Lopez) or 18 months (in the case of Messrs. Akiona and Ziems) following termination of employment.

“Cause” under the terms of the employment agreements for Messrs. Lopez, Akiona and Ziems includes: (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 of Directors that the executive’s involvement with the Employer would have a negative impact on the Employer’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 Employer or any of its subsidiaries or affiliates conducts operations, (v) willful or material misrepresentation to the Employer or to members of the Board of Directors relating to the business, assets or operation of the Employer, (vi) refusal to take any action that is consistent with the executive’s obligations and responsibilities under his employment agreement as reasonably directed by the Board of Directors, if such refusal is not cured within five days of written notice from the Board of Directors, or (vii) material breach of any agreement with the Employer and its affiliates, which material breach has not been cured within 30 days of written notice from the Board of Directors.

For Mr. Lopez, “good reason” under the terms of his employment agreement means his voluntary resignation after any of the following actions are taken by the Employer or any of its subsidiaries without his consent: (i) removal from the office of President and Chief Executive Officer of the Employer or a change in reporting lines such that Mr. Lopez no longer reports to the Board of Directors, (ii) a requirement that Mr. Lopez be based anywhere other than within 35 miles of Las Vegas, Nevada, or (iii) a notice from the Employer to Mr. Lopez of non-extension of the employment term; provided, however, that a termination will not be for “good reason” unless Mr. Lopez shall have provided written notice to the Employer of the existence of one of the above conditions within 30 days following the initial existence of such condition, specifying in reasonable detail such condition, the Employer shall have had 30 days following receipt of such written notice to remedy the condition, the Employer shall have failed to remedy the condition during the applicable cure period, Mr. Lopez shall have thereafter and prior to the date of termination provided a notice of termination to the Employer, and Mr. Lopez’s date of termination shall have occurred within 30 days following expiration of the cure period.

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For Messrs. Akiona and Ziems, “good reason” under the terms of their employment agreements means a material diminution of duties, title, reporting structure, or base salary; provided that, Messrs. Akiona and Ziems may not terminate employment for “good reason” unless Messrs. Akiona and Ziems provide written notice to the Employer within 90 days after Messrs. Akiona and Ziems first having knowledge of the “good reason” event, and the Employer has not cured such event within 30 days of receiving such notice.

The employment agreements each contain a “best-net cutback” provision, which acts to reduce the benefits payable thereunder that would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent necessary so as to maximize the after-tax payments and benefits received by the executives after such cutback, but only to the extent that doing so would result in the executive retaining a larger after-tax amount.

For a quantification of the value of potential severance benefits for the executive officers, please see the section of this proxy statement captioned “—Quantification of Potential Payments to PlayAGS Named Executive Officers in Connection with the Merger,” below.

Quantification of Potential Payments to PlayAGS Named Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to PlayAGS’s named executive officers in connection with the Merger. For more information, please see the section of this proxy statement captioned “The Merger—Interests of PlayAGS’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control” for further information regarding certain elements of this compensation.

The table below assumes that:

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The amounts shown in the table below do not include the value of payments or benefits that would have been earned after the Assumed Closing Date but on or prior to Closing, or the value of payments or benefits that are not based on or otherwise related to the Merger or a subsequent termination of employment.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. The assumptions based upon which we have estimated the amounts in the table below may or may not actually occur. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. For purposes of the footnotes to the table below, “single trigger” refers to benefits that arise solely as a result of Closing, and “double trigger” refers to benefits that require two conditions, which are Closing and a qualifying termination. For more information, see the section of this proxy statement captioned “The Merger—Interests of PlayAGS’s Executive Officers and Non-Employee Directors—Payments Upon Termination at or Following Change in Control” and below for a quantification of the amounts that the named executive officers will receive in respect of equity and equity-based awards at the Effective Time.

Golden Parachute Compensation

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Equity Interests of PlayAGS’s Executive Officers and Non-Employee Directors

As discussed above in the section of this proxy statement captioned “The Merger—Interests of PlayAGS’s Directors and Executive Officers in the Merger— Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs,” at the Effective Time, each PlayAGS Option, PlayAGS RSU, PlayAGS PSU, PlayAGS PhSU, and PlayAGS PPhSU will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares subject to such award, and (ii) the Merger Consideration (or, for each PlayAGS Option, the excess, if any, of the Merger Consideration over such PlayAGS Option’s per share exercise price).

Each of our named executive officers is eligible to receive the applicable vesting acceleration benefits with respect to his or her equity awards described above under the section captioned “The Merger—Interests of PlayAGS’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control.”

The following table sets forth the number of shares of common stock underlying equity and equity-based awards held by each of PlayAGS’s executive officers and non-employee directors that are outstanding as of June 3, 2024. The table also sets forth the values of such equity and equity-based awards, determined as the number of shares underlying each such awards multiplied by the Merger Consideration (minus the applicable per share exercise price for any PlayAGS Options). Except for the awards described herein, no additional shares of common stock or equity awards were granted to any named executive officer or non-employee director in contemplation of the Merger.

Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. The Financing, when funded in accordance with the terms of the Commitment Letters, will provide Parent, when taken together with the non-restricted cash, cash equivalents or other immediately available sources of cash funds held by or available to Parent, Merger Sub or PlayAGS that are not subject to any further conditions, approvals or consents to use such funds (except as otherwise set forth in the Merger Agreement), with sufficient available funds to fund the payment of (i) the aggregate Merger Consideration and (ii) all other amounts required to be paid at or prior to the consummation of the Transactions and all fees, costs and expenses of or payable by Parent and Merger Sub in connection with the Transactions and the Financing, in each case in accordance with the Merger Agreement at the closing of the Transactions.

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In connection with the financing of the Merger, Parent and/or Merger Sub has obtained debt and equity commitments as described below.

Equity Financing

The Investors have delivered the Equity Commitment Letter to Parent, pursuant to which, the Investors have committed to provide Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate equity commitment of $366 million to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement.

Debt Financing

Barclays Bank PLC, Citizens Bank, N.A., Jefferies Finance LLC, Banco Santander, S.A. New York Branch, KeyBanc Capital Markets Inc. and KeyBank National Association are parties to the Debt Commitment Letter delivered to Parent and have agreed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, certain debt financing to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement.

Limited Guarantee

In addition, concurrently with the execution of the Merger Agreement, the Investors have entered into the Limited Guarantee, pursuant to which, on the terms and subject to the conditions set forth in the Limited Guarantee, the Investors have agreed to guarantee Parent’s obligation to pay any termination fee, reimburse and indemnify PlayAGS with respect to certain expenses in connection with Parent’s debt financing and pay certain other amounts required under the Merger Agreement, up to an aggregate cap of $45.2 million.

Financing Cooperation

Each of Parent and Merger Sub will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the financing described in the Commitment Letters.

PlayAGS has agreed to use its reasonable best efforts to provide to Parent and Merger Sub such cooperation as is reasonably requested by Parent in connection with the arrangement of the financing contemplated by the Commitment Letters, subject to the terms set forth in the Merger Agreement.

No Dissenter’s Rights

Pursuant to NRS 92A.390, no holder of any shares of PlayAGS stock will have or be entitled to assert dissenter’s rights or any other rights of appraisal, pursuant to the NRS or otherwise, as a result of or in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger. Neither the articles of incorporation of PlayAGS nor any resolution of the Board of Directors provides or will provide for any dissenter’s rights or any other rights of appraisal in respect of the Merger Agreement, the Merger or the other Transactions to any holder of common stock.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in

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nature and does not purport to be a complete analysis of all potential tax effects. This discussion is based upon the Code, Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as:

In addition, the following discussion does not address the tax consequences of transactions effected prior to, concurrently with or after the Merger (whether or not such transactions are effected in connection with the Merger), U.S. federal estate, gift or alternative minimum tax consequences, if any, tax consequences arising from the Medicare equivalent tax on net investment income, or any state, local or non-U.S. tax consequences.

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If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is neither a U.S. Holder nor a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes).

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such stockholder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that (a) provides a certification of such stockholder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of thirty percent 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements.

The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

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Stockholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of common stock pursuant to the Merger.

Regulatory Approvals Required for the Merger

Antitrust Filings

Under the HSR Act, certain acquisitions may not be completed until information has been furnished to the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act applicable to the Merger is 30 calendar days, unless the waiting period is terminated earlier or extended if the parties “pull and refile” the notification and report forms and/or by the issuance of a request for additional information and documentary materials (which we refer to as a “Second Request”). If the DOJ or FTC issues a Second Request, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with such Second Request, unless the waiting period is terminated earlier or the parties agree with the DOJ or FTC to delay consummation of the Merger for a specified period of time.

The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until each of PlayAGS and Parent file a notification and report form with the DOJ and the FTC under the HSR Act and the applicable waiting period has expired or been terminated. On or before November 8, 2024, or such other date as may be agreed in writing between antitrust counsel of PlayAGS and Parent, PlayAGS and Parent will make the necessary filings required to be made under the HSR Act.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin the Merger or to overturn regulatory approvals, any of which actions could significantly impede or preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Required Gaming Approvals

The parties have agreed that, with respect to Parent, receipt of the Required Gaming Approvals is a condition to closing of the Merger. The parties have agreed in the Merger Agreement that Parent, Merger Sub and each of their respective subsidiaries and controlling affiliates will file all applications for licensure, submissions for suitability review and other appropriate, necessary and requested documentation in connection with all Required Gaming Approvals as soon as possible, and in any event within 80 days following the date of the Merger Agreement.

In addition to the Required Gaming Approvals, Parent and PlayAGS will make further filings in connection with the Additional Gaming Approvals, but the expiration of any waiting periods, or receipt of any required approvals, in connection with such filings for Additional Gaming Approvals will not be conditions to the completion of the Merger without the written consent of Parent and PlayAGS.

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Although PlayAGS and Parent do not expect regulatory authorities to raise any significant concerns in connection with their review of the Merger, there is no assurance that they will obtain all required regulatory approvals, or that those approvals will not include terms, conditions or restrictions that may have an adverse effect on PlayAGS and/or Parent after completion of the Merger. Other than the filings described above and in this section of the proxy statement, we are not aware of any mandatory regulatory filings to be made, approvals to be obtained, or waiting periods to expire, in order to complete the Merger. If the parties discover that other regulatory filings, approvals or waiting periods are necessary, they will seek to obtain or comply with them.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements or limitations on the completion of the Merger, including the requirement to divest assets, license or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement, or that a challenge to the Merger on antitrust or gaming regulatory grounds will not be made, or if such challenge is made, what the result will be. These conditions or changes could result in the conditions to the Merger not being satisfied. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval of the proposal to approve the Merger Agreement by stockholders and the completion of the Merger.

In accordance with the terms and subject to the conditions of the Merger Agreement, Parent, Merger Sub, and PlayAGS have agreed to use their reasonable best efforts to obtain all regulatory approvals required to complete the Merger. Please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement—Efforts to Close the Merger.”

Legal Proceedings

As of the filing of this proxy statement, there were no legal proceedings pending related to the Merger.

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PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT

The following summary describes the Merger and the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by PlayAGS, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between PlayAGS, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to stockholders. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of PlayAGS, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of PlayAGS, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding PlayAGS, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding PlayAGS and our business. Please see the section of this proxy statement captioned “Where You Can Find More Information.”

Effects of the Merger; Articles of Incorporation; Bylaws; Directors and Officers

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the NRS, at the Effective Time: (i) Merger Sub will be merged with and into PlayAGS, with PlayAGS continuing as the Surviving Corporation; and (ii) the separate existence of Merger Sub will cease. At the Effective Time, all properties, rights, privileges, powers and franchises of PlayAGS and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of PlayAGS and Merger Sub will become the debts, liabilities and duties of PlayAGS as the Surviving Corporation.

At the Effective Time, the articles of incorporation of PlayAGS as the Surviving Corporation will be amended and restated to conform to Exhibit B of the Merger Agreement and the bylaws of PlayAGS as the Surviving Corporation will be amended and restated to conform to Exhibit C of the Merger Agreement, each of which will survive the closing and will not, for a period of six years from the Effective Time, be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of PlayAGS’s and PlayAGS’s subsidiaries’ directors and officers with respect to indemnification, advancement of expenses and exculpation without an affected individual’s prior written consent. The directors of PlayAGS as the Surviving

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Corporation immediately after the Effective Time will be the directors of Merger Sub as of immediately prior to the Effective Time and the officers of PlayAGS as the Surviving Corporation immediately after the Effective Time will be the officers of PlayAGS as of immediately prior to the Effective Time.

Closing and Effective Time

The Closing of the Merger will take place no later than the second business day after the satisfaction or waiver of all of the closing conditions of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing of the Merger). On the Closing Date, the parties will file the articles of merger with the Nevada Secretary of State in accordance with the NRS and make all other filings or recordings required by the NRS in connection with effecting the Merger. The Merger will become effective upon the filing of the articles of merger with the Nevada Secretary of State (or at such later time permitted under the NRS and agreed to by PlayAGS, Parent and Merger Sub and specified in the articles of merger).

Merger Consideration

Common Stock

Subject to the terms of the Merger Agreement, at the Effective Time, each share of common stock outstanding immediately prior to the Effective Time (except for Excluded Shares) will be cancelled and automatically converted into the right to receive the Merger Consideration, subject to any withholding of taxes required by applicable legal requirements.

At the Effective Time, each share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Treatment of PlayAGS Options, PlayAGS RSUs, PlayAGS PSUs, PlayAGS PhSUs and PlayAGS PPhSUs

PlayAGS Options. At the Effective Time, each PlayAGS Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of common stock underlying such Play AGS Option multiplied by (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price for such PlayAGS Option, less applicable tax withholdings (and each PlayAGS Option with a per share exercise price equal or greater than the Merger Consideration will be cancelled for no consideration).

PlayAGS RSUs. At the Effective Time, each PlayAGS RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of common stock underlying such PlayAGS RSU multiplied by (ii) the Merger Consideration, less applicable tax withholdings.

PlayAGS PSUs. At the Effective Time, each PlayAGS PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of common stock (determined without regard to future employment or service vesting requirements) issuable in settlement of such PlayAGS PSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less applicable tax withholdings.

PlayAGS PhSUs. At the Effective Time, each PlayAGS PhSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of units underlying such PlayAGS PhSU multiplied by (ii) the Merger Consideration, less applicable tax withholdings.

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PlayAGS PPhSUs. At the Effective Time, each PlayAGS PPhSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of units (determined without regard to future employment or service vesting requirements) underlying such PlayAGS PPhSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less applicable tax withholdings.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will designate a paying agent (“Paying Agent”) for the holders of record of any shares of common stock entitled to receive the Merger Consideration at the Effective Time. At or prior to the Closing, Parent will deposit or cause to be deposited with the Paying Agent cash sufficient to pay the aggregate amount of Merger Consideration payable at the Effective Time pursuant to the Merger Agreement.

As promptly as practicable after the Effective Time (and in any event within three business days), Parent will cause the Paying Agent to mail or otherwise provide to each holder of record of any shares entitled to receive the Merger Consideration transmittal materials, including a customary form of letter of transmittal and instructions for surrendering any certificates or book-entry shares in exchange for the Merger Consideration for each share formerly evidenced by such certificates or book-entry shares.

As soon as reasonably practicable after the Effective Time, but no later than the first regularly scheduled payroll date that is at least ten business days after the Effective Time, Parent will, or will cause the Surviving Corporation or a subsidiary of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable subsidiary’s payroll the aggregate PlayAGS Option consideration, PlayAGS RSU consideration, PlayAGS PSU consideration, PlayAGS PhSU consideration, and the PlayAGS PPhSU consideration. If any payment owed to a current or former employee cannot be made through the Surviving Corporation’s or a subsidiary’s of the Surviving Corporation payroll system or payroll provider, then Parent will, or will cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, issue checks for such payment (net of any withholding taxes required to be deducted and withheld by applicable legal requirements), which checks will be sent by overnight courier promptly following the Effective Time (but in no event later than the first regularly scheduled payroll date that is at least ten business days following the Effective Time).

The Surviving Corporation, Parent and Merger Sub may deduct and withhold any applicable taxes from any consideration payable pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of PlayAGS, Parent and Merger Sub. Some of the representations and warranties in the Merger Agreement made by PlayAGS are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, a fact, event, occurrence, effect, change, development or circumstance (each, an “Effect”) that is deemed to have a “Material Adverse Effect” on PlayAGS and its subsidiaries, taken as a whole, if such Effect, individually or taken together with all other Effects, has had or would reasonably be expected to have a material adverse effect on (i) the business, condition (financial or otherwise), liabilities or results of operations of PlayAGS and its subsidiaries, taken as a whole, or (ii) the ability of PlayAGS to effect the Transactions by the Termination Date (as defined below), provided that solely with respect to clause (i), none of the following, and no Effect arising out of, relating to or resulting from the following, will be deemed in and of themselves, either alone or in combination, to constitute a Material Adverse Effect on PlayAGS and its subsidiaries, and none of the following will be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect on PlayAGS and its subsidiaries:

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Provided, further that any Effect referred to in the foregoing clauses (c), (d), (e), (f) or (i) may be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect to the extent such Effect has a disproportionate adverse effect on PlayAGS and its subsidiaries, taken as a whole, as compared to other similarly situated participants in the industries in which PlayAGS and its subsidiaries operate (in which case any such disproportionate adverse effect (and only such disproportionate adverse effect) may be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect).

In the Merger Agreement, PlayAGS has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to PlayAGS that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that during the pre-Closing period, except as: (i) expressly required or expressly permitted by the Merger Agreement or as required by applicable legal requirements; (ii) consented to by Parent in writing (which consent will not be unreasonably withheld, delayed or conditioned); or (iii) as disclosed in PlayAGS’s disclosure letter to the Merger Agreement, PlayAGS will, and will cause its subsidiaries to, (x) conduct their respective business in the ordinary course of business in all material respects, (y) use commercially reasonable efforts to preserve their current relationships with material customers, vendors, distributors, lessors, licensors, licensees, creditors and other material business relations and (z) use commercially reasonable efforts to maintain in full force and effect their licenses and permits under applicable gaming laws.

Additionally, the Merger Agreement provides that during the pre-Closing period, except as: (i) expressly required or expressly permitted by the Merger Agreement or as required by applicable legal requirements; (ii) consented to by Parent in writing (which consent will not be unreasonably withheld, delayed or conditioned); or (iii) as disclosed in PlayAGS’s disclosure letter to the Merger Agreement, PlayAGS and its subsidiaries will not, among other things:

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Without limiting the foregoing, prior to the Effective Time, each of Parent and PlayAGS will exercise, consistent and in accordance with the terms and conditions of the Merger Agreement, complete control and supervision of its and its subsidiaries’ operations.

No Solicitation of Other Offers

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means any customary confidentiality agreement that (i) contains provisions that are no less favorable in the aggregate to PlayAGS and its subsidiaries than those contained in the Confidentiality Agreement dated January 27, 2024, between PlayAGS and Brightstar (the “Confidentiality Agreement”) (except that the confidentiality agreement need not contain standstill provisions) and (ii) does not prohibit PlayAGS or any of its subsidiaries from providing any information to Parent in accordance with the Merger Agreement or otherwise prohibit PlayAGS from complying with its obligations under the Merger Agreement.

“Acquisition Proposal” means any proposal or offer from any person (other than Parent and its affiliates) or “group,” within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any direct or indirect:

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in each case of the foregoing clauses, other than the Transactions.

“Superior Proposal” means a bona fide written Acquisition Proposal that the Board of Directors (or committee thereof) determines, in its good faith judgment after consultation with its outside legal counsel and its financial advisor, (i) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the identity and financial wherewithal of the person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors (or committee thereof) deems relevant and (ii) if consummated, be more favorable to PlayAGS’s stockholders (solely in their capacities as such) from a financial point of view than the Transactions (after considering such factors as the Board of Directors considers in good faith to be appropriate, including type of consideration, conditionality, the expected timing to closing and likelihood of consummation of such proposal) and after taking into account any revisions to the Merger Agreement and the Transactions made or proposed by Parent prior to the time of such determination. For purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal are each deemed to be references to “50%.”

Except as otherwise expressly permitted by the Merger Agreement, during the pre-Closing period, PlayAGS and its subsidiaries have agreed not to, and will direct their respective representatives not to, and will not knowingly permit any of their respective representatives to:

In addition, PlayAGS and its subsidiaries agreed to cease and cause to be terminated all discussions or negotiations between PlayAGS and its subsidiaries and any person and such person’s representatives (other than Parent and its affiliates and its and their respective representatives) in connection with any potential Acquisition Proposal immediately following the execution of the Merger Agreement. In addition, within three business days of the date of the Merger Agreement, PlayAGS and its subsidiaries agreed to (i) deliver written return or destroy confidential information notices (other than to Parent and its affiliates), which also stated that PlayAGS is ending all discussions and negotiations with such person with respect to any Acquisition Proposal, to each person that entered into a confidentiality agreement in anticipation of potentially making an Acquisition Proposal within the last 12 months and (ii) terminate data room access previously granted to any persons and its representatives (other than Parent and its representatives) in connection with any potential Acquisition Proposal.

In the event that, at any time after the date of the Merger Agreement and prior to the receipt of the PlayAGS Required Vote, PlayAGS, its subsidiaries or any of their representatives receives a bona fide written Acquisition Proposal that was not solicited in breach of the Merger Agreement from any person or group of persons, PlayAGS and its representatives may contact and engage in discussions with such person or group of persons

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solely to clarify any ambiguous terms and conditions of such Acquisition Proposal and inform such person or group of persons of the terms of the Merger Agreement and if the Board of Directors (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, and the Board of Directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to take any action described in clauses (a) and (b) below would be inconsistent with its fiduciary duties under applicable legal requirements, then PlayAGS and its representatives may (a) enter into an Acceptable Confidentiality Agreement with such person or group of persons and furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to PlayAGS and its subsidiaries to the person or group of persons who has made such Acquisition Proposal and their respective representatives and financing sources; provided that PlayAGS will provide to Parent, prior to or concurrently with the provision of such information to such person or group of persons, all such information that is provided to any such person or group of persons given such access which was not previously provided to Parent or its representatives, and (b) engage in or otherwise participate in discussions or negotiations with the person or group of persons making such Acquisition Proposal and its respective representatives and financing sources with respect to such Acquisition Proposal.

Relatedly, following the date of the Merger Agreement, PlayAGS has also agreed to (i) promptly (and in any event within 24 hours) notify Parent in writing if (a) any inquiries, proposals or offers which constitute, or would reasonably be expected to lead to, an Acquisition Proposal, are received by PlayAGS or any of its subsidiaries or any of their representatives, (b) any non-public information is requested from PlayAGS, its subsidiaries or any of their Representatives in connection with or related to any inquiries, proposals or offers which constitute, or would reasonably be expected to lead to, an Acquisition Proposal or (c) any discussions or negotiations with third parties relating to or in connection with any inquiries, proposals or offers which constitute, or would reasonably be expected to lead to, an Acquisition Proposal are sought, requested or continued; (ii) provide Parent with a written summary of the material terms and conditions of any of the foregoing, including the identity of the person making such inquiry, proposal, offer or Acquisition Proposal (including copies of any written materials related thereto), (iii) keep Parent reasonably informed of any material developments relating thereto on a reasonably prompt basis (including copies of any written materials related to any amendments or modifications thereto) and (iv) upon the reasonable request of Parent, reasonably inform Parent of the status of such inquiry, proposal, offer or Acquisition Proposal.

The Board of Directors’ Recommendation; PlayAGS Adverse Change Recommendation

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of common stock vote “FOR” approval of the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a PlayAGS Adverse Change Recommendation (as defined below) except as described below.

During the pre-Closing period, the Board of Directors may not take any action described in the following (any such action, a “PlayAGS Adverse Change Recommendation”):

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The Board of Directors also agreed not to approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow PlayAGS to execute or enter into any PlayAGS Acquisition Agreements (other than an Acceptable Confidentiality Agreement).

Notwithstanding anything to the contrary in the Merger Agreement, if at any time prior to the receipt of the PlayAGS Required Vote, and to the extent not resulting from a breach of the non-solicitation obligations in the Merger Agreement other than a breach that is immaterial and unintentional, PlayAGS has received a written Acquisition Proposal from any person that has not been withdrawn, and the Board of Directors (or a committee thereof) has determined, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal, the Board of Directors (or a committee thereof) may (a) make a PlayAGS Adverse Change Recommendation, or (b) authorize PlayAGS to terminate the Merger Agreement to enter into a PlayAGS Acquisition Agreement with respect to such Superior Proposal in accordance with the Merger Agreement if and only if:

PlayAGS may issue any “stop, look and listen” communication pursuant to Rule 14d-9(f) which will not, in and of itself, be considered a PlayAGS Adverse Change Recommendation and will not require a Determination Notice so long as such communication solely describes PlayAGS’s receipt of an Acquisition Proposal and the operation of the Merger Agreement with respect thereto and neither the Board of Directors nor any committee thereof takes any action prohibited by the Merger Agreement.

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Additionally, the Board of Directors (or a committee thereof) may make a PlayAGS Adverse Change Recommendation in response to a Change in Circumstance (as defined below), if and only if:

For the purposes of this proxy statement and the Merger Agreement, “Change in Circumstance” will mean any positive Effect that materially affects the business, assets or operations of PlayAGS and its subsidiaries, taken as a whole, that was neither known to the Board of Directors (or if known, the material consequences of which were not known by the Board of Directors prior to the date of the Merger Agreement), nor reasonably foreseeable, as of or prior to the date of the Merger Agreement, which positive Effect becomes known to the Board of Directors prior to the PlayAGS Required Vote; provided, that none of the following will constitute a “Change in Circumstance”: (a) any Acquisition Proposal, inquiries, proposals or offers which constitute, or would reasonably be expected to lead to, an Acquisition Proposal, or any business combination or acquisition opportunity, (b) any Effect resulting from a breach of the Merger Agreement by PlayAGS, (c) the fact, in and of itself, that PlayAGS exceeds any internal or published projections, estimates or expectations of its revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement (provided that the exception in this clause (c) will not prevent or otherwise affect consideration of any such development or change that causes PlayAGS meeting or exceeding such metrics from being taken into account in determining whether a Change in Circumstance has occurred), or (d) any changes after the date of the Merger Agreement in the market price or trading volume of the shares of common stock (provided that the exception in clause (d) will not prevent or otherwise affect consideration of any such development or change that causes such change in market price or trading value from being taken into account in determining whether a Change in Circumstance has occurred).

Employee Benefits

The Merger Agreement provides that, for a period of 12 months following the Effective Time (or, until the date of termination of employment of the employee, if earlier), Parent will cause the Surviving Corporation to provide to each PlayAGS employee who is employed by PlayAGS as of immediately prior to the Effective Time and who continues to be employed by the Surviving Corporation (or any subsidiary thereof) immediately following the Effective Time (each, a “Continuing Employee”) (i) base salary (or base wages, as the case may be), and (ii) short-term target cash incentive compensation or commission opportunities, as applicable, each of which is no less favorable than the base salary (or base wages, as the case may be), short-term target cash incentive compensation or commission opportunities, as applicable, provided to such Continuing Employee immediately prior to the Effective Time, and (iii) benefits (excluding any equity or equity-based compensation,

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nonqualified deferred compensation, severance, retention, long-term incentive compensation, change in control, transaction bonus, defined benefit pension and post-termination welfare benefits, but including vacation and paid time off benefits) that are no less favorable in the aggregate than the employee benefits (subject to the same exclusions) provided to such Continuing Employee under the employee plans set forth in PlayAGS’s disclosure letter to the Merger Agreement. Parent will cause the Surviving Corporation to give each Continuing Employee service credit for purposes of eligibility to participate, level of vacation and severance benefits and vesting (other than with respect to future equity or equity-based awards) under Parent and/or the Surviving Corporation’s employee benefit plans and arrangements in which the Continuing Employees participate immediately following the Effective Time (each, a “Parent Employee Benefit Arrangement”) with respect to his or her length of service with PlayAGS (and its subsidiaries, affiliates and predecessors) prior to the Closing Date, to the same extent and for the same purpose, provided that the foregoing will not apply to the extent that it would result in the duplication of compensation or benefits or for purposes of benefit accrual under any defined benefit pension plan.

With respect to each Parent Employee Benefit Arrangement that is a group health or welfare benefit plan in which a Continuing Employee participates in the year that includes the Effective Time, Parent will use reasonable best efforts to (i) waive, or cause to be waived, all limitations as to pre-existing conditions, exclusions, actively-at-work requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees (and their eligible dependents), to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee plan in which such employees participated immediately prior to the Effective Time and (ii) ensure that such group health plan will, for purposes of applying deductibles, co-payments and out-of-pocket maximums and allowances, credit Continuing Employees (and their eligible dependents) for amounts paid prior to the Effective Time for the portion of the plan year prior to the Effective Time to the same extent that such amounts paid were recognized prior to the Effective Time under the corresponding group health employee plan.

If, at least ten (10) business days prior to the Effective time, Parent provides written notice to the Company directing the applicable Acquired Company to terminate its 401(k) plan(s), the applicable Acquired Company shall terminate any and all 401(k) plans effective as of the date immediately preceding the day on which the Effective Time occurs (the “401(k) Termination Date”). If such 401(k) plan is terminated pursuant to the Merger Agreement, then as soon as practicable following the 401(k) Termination Date, Parent shall ensure that all Continuing Employees who were eligible to participate in the terminated 401(k) plan immediately prior to the 401(k) Termination Date shall be eligible to participate in a 401(k) plan of Parent or one of its subsidiaries (including, following the Closing, the Surviving Corporation and its subsidiaries) and shall use reasonable best efforts to permit each such Continuing Employee to elect to transfer his or her account balance when distributed from the terminated 401(k) plan, in the form of cash and including any outstanding participant loans, to such replacement 401(k) plan, if so elected by the applicable Continuing Employee in accordance with and subject to the terms of the terminated 401(k) plan, the replacement 401(k) plan and applicable legal requirements.

Notwithstanding the foregoing, nothing in the Merger Agreement will confer upon any Continuing Employee any right to continue in the employ or service of Parent or any affiliate (including, following the Closing, the Surviving Corporation) thereof or any particular term or condition of employment for any person, or will interfere with or restrict in any way the rights of Parent or any of its affiliates which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in the Merger Agreement to the contrary, (i) nothing in the Merger Agreement will be deemed or construed to be an establishment, amendment or other modification of any employee plan or benefit or compensation plan, program, policy, agreement or arrangement and (ii) nothing in the Merger Agreement will create or confer any claims, rights or benefits (including any third-party beneficiary rights) in any person, including any current or former service provider of any of PlayAGS, its subsidiaries or any of their affiliates (or any beneficiaries or dependents thereof), other than the parties to the Merger Agreement.

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Efforts to Close the Merger

Under the Merger Agreement, Parent and PlayAGS agreed to use reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties to the Merger Agreement in doing, all things necessary, proper or advisable to satisfy the conditions to the Closing and to consummate and make effective the Transactions as soon as reasonably practicable.

Cooperation with the Financing

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition under the Merger Agreement, and (i) Parent and Merger Sub are obligated to consummate the Transactions irrespective and independently of the availability of the Equity Financing and the Debt Financing or any alternate debt financing, subject to the fulfilment or waiver of the closing conditions and (ii) compliance by Parent or Merger Sub under the terms of the Merger Agreement will not relieve Parent or Merger Sub of its obligation to consummate the Transactions, whether or not the Financing or any alternate debt financing is available.

Under the Merger Agreement, Parent or Merger Sub, as applicable, agreed to use, and use reasonable best efforts to cause Parent’s representatives to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and subject only to the conditions set forth in the Commitment Letters, including to:

Parent is also required to (i) provide PlayAGS with prompt notice (a) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Commitment Letter or definitive document related to the Financing or (b) if at any time for any other reason Parent believes that it will not be able to obtain all or any portion of the financing contemplated by the Commitment Letters at or prior to the Closing on the terms and conditions, in the manner or from the sources contemplated by the Commitment Letters or the definitive documents related to the Financing, (ii) give PlayAGS prompt notice of (and, upon prior written request, keep PlayAGS informed on a current basis in reasonable detail with respect to) the receipt of any written notice or, to the knowledge of Parent, other communication from any person with respect to any (a) actual or potential breach, default, termination or repudiation of the Commitment Letters or any definitive document related to the Financing by any party thereto, and/or (b) material dispute or disagreement between or among any parties to the Commitment Letters or any definitive document related to the Financing (other than ordinary course negotiations) and (iii) promptly provide PlayAGS true, complete and executed copies of any assignment, amendment, supplement, modification, replacement, restatement, substitution or waiver of the Debt Commitment Letter (including the redacted fee letter referenced therein) promptly upon effectiveness. Parent will promptly provide any information reasonably requested (in writing) by PlayAGS relating to any circumstance referred to in clauses (i) through (iii) of the immediately preceding sentence. Parent and Merger Sub will not, without the prior written consent of PlayAGS, agree to any termination of or amendment, supplement, or modification to be made to, or grant any waiver of any

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provision under, the Equity Commitment Letter if such termination, amendment, supplement, modification or waiver would or would reasonably be expected to (x) reduce the aggregate amount or the net cash proceeds of the Equity Financing from that contemplated by the Equity Commitment Letter delivered as of the date hereof, (y) impose new or additional conditions precedent to the Equity Financing relative to the conditions precedent to the Equity Financing as of the date hereof or otherwise expand, amend or modify any of the existing conditions precedent to the receipt of the Equity Financing, in a manner that could reasonably be expected to prevent, impede or delay the consummation of (including the funding of) any portion of the Equity Financing (or satisfaction of the conditions to obtaining any portion of the Equity Financing) at the Closing or impair the ability or likelihood of the Closing or of Parent and/or Merger Sub to timely consummate the transactions contemplated by the Merger Agreement or (z) adversely impact the ability of Parent or Merger Sub (or their respective affiliates), as applicable, to enforce its rights against other parties to the Equity Commitment Letter.

Under the Merger Agreement, PlayAGS agreed to use reasonable best efforts, and will cause each of its subsidiaries to use reasonable best efforts, and will use its reasonable best efforts to cause the officers, employees, advisors and other representatives of PlayAGS and its subsidiaries to, at Parent’s sole expense, cooperate with Parent in connection with the arrangement of the Financing as may be reasonably requested by Parent (provided that such cooperation does not unreasonably interfere with the ongoing operations of PlayAGS and its subsidiaries), including using reasonable best efforts in:

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Notwithstanding anything in the Merger Agreement to the contrary, nothing in the Merger Agreement will require any cooperation to the extent that it would require PlayAGS or any of its subsidiaries to (i) waive, breach or amend any terms of the Merger Agreement, (ii) pay or agree to pay any commitment or other fees or pay or incur any expenses to the extent not reimbursed by Parent in accordance with the Merger Agreement, (iii) approve the execution or delivery of any document or certificate in connection with the Financing (or any alternate debt financing) prior to the Effective Time, (iv) take any action that would conflict with, violate or result in a breach of or default under any organizational documents of PlayAGS or any of its subsidiaries or any applicable legal requirement, (v) require providing access to or disclose information that PlayAGS determines on the advice of outside counsel would jeopardize any attorney client privilege of, or conflict with any confidentiality requirements (to the extent not entered into in contemplation of the Merger) applicable to, PlayAGS, (vi) require any director or manager of PlayAGS or any of its subsidiaries (to the extent such director or manager will no longer be on the board of directors, managers or members thereof in connection with, or as a result of, the Transactions) to pass resolutions or consents to approve or authorize the execution of the Debt Financing or the definitive documents related thereto (and in the case of any PlayAGS subsidiary whose board of directors, managers or members will not be changing in connection with, or as a result of the Transactions, no such resolutions or consents will be deemed executed or effective until the Effective Time) or (vii) produce any pro forma financial statements. 

In accordance with the Merger Agreement, Parent will indemnify and hold harmless PlayAGS and its subsidiaries and their respective representatives from and against, and will pay and reimburse PlayAGS and its subsidiaries and their respective representatives for, any and all losses incurred or sustained by, or imposed upon, any of them in connection with the arrangement, marketing, syndication and consummation of the Financing and any information utilized in connection therewith, in each case, other than to the extent any of the foregoing was suffered or incurred as a result of (i) the fraud, bad faith, gross negligence, willful misconduct or willful breach of, or a material breach of this Agreement by, PlayAGS, any of its subsidiaries or any of their respective representatives or (ii) historical financial information provided by or behalf of PlayAGS, any of its subsidiaries or any of their respective representatives.

If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any market flex provisions in the fee letter) contemplated in the Debt Commitment Letter, Parent will promptly notify

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PlayAGS in writing and Parent will use, and will cause its affiliates and representatives to use, reasonable best efforts to, as promptly as practicable following the occurrence of such event, after giving effect to all cash and other sources of funds available to Parent, (i) obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources on terms not materially less favorable in the aggregate, and with conditions no less favorable, to Parent than those contained (including market flex conditions) in the Debt Commitment Letter (provided that such terms and conditions would not have any of the effects prohibited by the Merger Agreement) and in an amount at least equal to the Debt Financing or such unavailable and required portion thereof, as the case may be; and (ii) obtain one or more new financing commitment letters with respect to such alternate debt financing, which new letters will replace the existing Debt Commitment Letter in whole or in part. Parent will promptly provide a true and complete copy of any new debt commitment letter (and any fee letter in connection therewith or other agreements related thereto (which may be redacted in a manner comparable to the fee letter delivered on the date of the Merger Agreement)) to PlayAGS.

Director and Officer Indemnification and Insurance

The Merger Agreement provides that, to the fullest extent permitted by applicable legal requirements, all rights to indemnification, advancement of expenses and exculpation, by PlayAGS or any of its subsidiaries existing in favor of those persons who are directors and officers of PlayAGS or any of its subsidiaries as of the date of the Merger Agreement or have been directors or officers of PlayAGS or any of its subsidiaries in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), as provided in the articles of incorporation and bylaws (or applicable governing documents) of PlayAGS or its subsidiaries (as in effect as of the date of the Merger Agreement) and as provided in certain indemnification agreements between PlayAGS and its subsidiaries and such Indemnified Persons (as in effect as of the date of the Merger Agreement), will survive Closing and to the fullest extent permitted under applicable legal requirements will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons with respect to indemnification, advancement of expenses and exculpation without an affected person’s prior written consent, and will be observed by the Surviving Corporation and its subsidiaries to the fullest extent available under applicable legal requirements for a period of six years from the Effective Time.

The Merger Agreement also provides that, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) will, to the fullest extent permitted under applicable legal requirements, indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of PlayAGS or any of its subsidiaries against all losses, claims, damages, liabilities, fees, expenses (including reasonable and documented attorneys’ fees), judgments, amounts paid in settlement or fines incurred by such Indemnified Person in connection with any pending or threatened legal proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was (or any acts or omissions by such Indemnified Person in his her or capacity as) a director or officer of PlayAGS or any of its subsidiaries at or prior to the Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), including any such matter arising under any claim with respect to the Transactions.

Additionally, from the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will, and Parent will (i) cause the Surviving Corporation to, maintain in effect the existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by PlayAGS and its subsidiaries as of the date of the Merger Agreement for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of PlayAGS and its subsidiaries (as applicable) on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy or (ii) at Parent’s or PlayAGS’s election, Parent or PlayAGS, as applicable, may (through a nationally recognized insurance broker) purchase a six-year “tail” policy for the existing policy effective as of the Effective Time and if such “tail policy” has been

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obtained, it will be deemed to satisfy all obligations to obtain and/or maintain insurance pursuant to the Merger Agreement. In no event, however, will the Surviving Corporation be required to expend an amount in excess of 300% of the annual premium currently payable by PlayAGS and its subsidiaries as of the date of the Merger Agreement with respect to such existing policy, and if the annual premiums payable for such insurance coverage exceeds such amount, Parent will cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount.

Other Covenants

Special Meeting

PlayAGS has agreed to take all actions necessary and advisable under applicable legal requirements, its articles of incorporation and bylaws and the rules of NYSE to duly call, give notice of, convene and hold the PlayAGS Stockholders Meeting as promptly as reasonably practicable after the date on which the mailing of this proxy statement to the stockholders is complete for the purpose of voting upon the approval of the Merger Agreement.

Stockholder Litigation

PlayAGS has agreed to promptly notify Parent of any litigation against PlayAGS, any of its affiliates or any of its or their respective directors, officers, employees, securityholders or representatives relating to the Transactions and to keep Parent informed on a reasonably current basis with respect thereto (including by providing Parent with copies of all pleadings with respect thereto). PlayAGS has also agreed to give Parent the right to review and comment on all substantive filings or responses to be made or filed, or any settlement or other agreements to be entered into, by or on behalf of PlayAGS in connection with such litigation (and PlayAGS will in good faith take such comments into account), provided that PlayAGS will control the defense and strategy for any such litigation. PlayAGS may not enter into a settlement, compromise, arrangement, understanding, or admission of liability or wrongdoing without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Pay-Off

Prior to the Effective Time, PlayAGS will (a) deliver (or cause to be delivered) notices of prepayment and/or termination of that certain Amended and Restated First Lien Credit Agreement, dated as of February 15, 2022, by and among AP Gaming Holdings, LLC, as holdings, AP Gaming I, LLC, as borrower, the lenders and issuing banks party thereto and Jefferies Finance LLC, as administrative agent (as amended, restated, amended and restated, supplemented, waived or otherwise modified prior to the date of the Merger Agreement) (the “Credit Agreement”) and (b) deliver to Parent (i) an executed pay-off letter from the administrative agent in respect of the Credit Agreement at least one business day prior to Closing and (ii) a draft of such pay-off letter not fewer than five business days prior to the contemplated Effective Time together with drafts of lien terminations and instruments of discharge with respect to the capital stock, property and assets of PlayAGS and its subsidiaries securing their obligations under the Credit Agreement (other than any obligation which, pursuant to the terms of the Credit Agreement, expressly survives termination). Notwithstanding anything to the contrary in the Merger Agreement, in no event will the Merger Agreement require PlayAGS or any of its subsidiaries to repay any portion of, or terminate, the Credit Agreement unless the Closing has occurred, and Parent will provide, or cause to be provided, all funds required substantially concurrently with the Closing to effect the repayment under the Credit Agreement.

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Conditions to the Closing of the Merger

The obligations of PlayAGS, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable legal requirements) of each of the following conditions:

The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver if permissible pursuant to applicable legal requirements, by Parent and Merger Sub) of each of the following conditions (the “PlayAGS Closing Conditions”):

The obligation of PlayAGS to consummate the Merger is subject to the satisfaction (or waiver if permissible pursuant to applicable legal requirements, by PlayAGS) of each of the following conditions (the “Parent Closing Conditions”):

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Termination of the Merger Agreement

The Merger Agreement may be terminated, and the Merger and the other Transactions may be abandoned, at any time prior to the Effective Time, as follows:

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In the event that the Merger Agreement is terminated pursuant to the termination rights discussed immediately above, the Merger Agreement will be of no further force or effect without liability or obligation on any party (or to any other parties), as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms, including terms relating to reimbursement of expenses and indemnification. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve PlayAGS from any liability for any willful breach of the Merger Agreement. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the Confidentiality Agreement or the Limited Guarantee.

Termination Fee

In the following specified circumstances, PlayAGS will be required to pay Parent the PlayAGS Termination Fee of $19.3 million:

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Parent will be required to pay PlayAGS the Parent Termination Fee of $38.6 million if the Merger Agreement is terminated by PlayAGS due to a Parent Material Breach (or by Parent due to the Merger not Closing prior to the Termination Date (as it may be extended in accordance with the Merger Agreement) at a time when PlayAGS would have been entitled to terminate the Merger Agreement due to a Parent Material Breach) or due to a Financing Failure (or by Parent due to the Merger not Closing prior to the Termination Date at a time when PlayAGS would have been entitled to terminate the Merger Agreement due to a Financing Failure).

Parent will be required to pay PlayAGS the Regulatory Termination Fee of $24.8 million in the event that (i) the Merger Agreement is terminated due to a Final Legal Restraint (to the extent the Legal Restraint relates to, arises under, or is in connection with any gaming law) or (ii) (a) the Merger Agreement is terminated by either Parent or PlayAGS due to the Merger not Closing prior to the Termination Date (as it may be extended in accordance with the Merger Agreement) and (b) at the time of any such termination, all of the conditions in the Merger Agreement have been satisfied or duly waived by the parties entitled to the benefit thereof, except for (x) the Gaming Approvals Condition and (y) any other condition to the Closing that by its nature is to be satisfied at the Closing and which is capable of then being satisfied.

Specific Performance

Notwithstanding anything to the contrary in the Merger Agreement, Parent, Merger Sub and PlayAGS are entitled to an injunction, specific performance or other equitable relief, except that, although the parties, each in its sole discretion, may determine its choice of remedies hereunder, including by pursuing specific performance in accordance with, but subject to the limitations of, the Merger Agreement, under no circumstances will a party be permitted or entitled to receive both (i) specific performance of the other party’s obligation to effect the Closing and (ii) payment of the Parent Termination Fee of $38.6 million or the Parent Regulatory Termination Fee of $24.8 (in the case of PlayAGS) or the PlayAGS Termination Fee of $19.3 million or $9.7 million, as applicable (in the case of Parent) or monetary damages in respect of the willful breach of the other party, in each case plus enforcement expenses, if applicable, subject to the enforcement expenses cap.

Limitations of Liability

If the Merger Agreement is validly terminated pursuant to the terms set forth above in the section titled “Termination of the Merger Agreement,” PlayAGS’s receipt of the Parent Termination Fee of $38.6 million or Regulatory Termination Fee of $24.8 million, enforcement expenses (subject to the enforcement expenses cap), reimbursement obligations pursuant to the Merger Agreement and PlayAGS’s right to specific performance will be the sole and exclusive remedies of PlayAGS and PlayAGS’s related parties against the Parent related parties arising out of or in connection with the Merger Agreement, any agreement executed in connection therewith and the transactions contemplated thereby, the termination of the Merger Agreement, the failure to consummate the Transactions or any claims or actions under applicable legal requirements arising out of or in connection with any breach, termination or failure.

If the Merger Agreement is terminated, under no circumstances will the aggregate amount payable by Parent, Merger Sub, the guarantors or any of their respective affiliates (including for any willful breach or fraud) under the Merger Agreement (taking into account the payment of the Parent Termination Fee of $38.6 million or the Regulatory Termination Fee of $24.8 million, as applicable) and the Limited Guarantee exceed an aggregate amount equal to $45.2 million, and in no event will PlayAGS’s related parties seek or obtain, or permit any of their representatives or any other person acting on their behalf to seek or obtain, nor will any person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent liability limitation (including for any willful breach or fraud) relating to or arising out of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated in the Merger Agreement or the Commitment Letters (including any breach by the guarantors, Parent or Merger Sub), the termination of the Merger Agreement, the failure to consummate the Merger or any claims or actions under applicable legal requirements arising out of any

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such breach, termination or failure (except that Brightstar (or its affiliates) will remain obligated with respect to, and PlayAGS may be entitled to remedies with respect to, the Confidentiality Agreement (in accordance with its terms)).

If the Merger Agreement is validly terminated pursuant to the terms set forth above in the section titled “Termination of the Merger Agreement,” Parent’s receipt of the PlayAGS Termination Fee of $19.3 million or $9.7 million, as applicable, enforcement expenses (subject to the enforcement expenses cap), and Parent’s right to specific performance (to the extent available) will be the sole and exclusive remedies of Parent, Merger Sub, the guarantors and Parent’s related parties against PlayAGS’s related parties arising out of or in connection with the Merger Agreement, any agreement executed in connection therewith and the transactions contemplated thereby, the termination of the Agreement, the failure to consummate the Transactions or any claims or actions under applicable legal requirements arising out of or in connection with any breach, termination or failure.

If the Merger Agreement is terminated, under no circumstances will the aggregate amount payable by PlayAGS’s related parties (including for any willful breach or fraud) under the Merger Agreement (taking into account the payment of the PlayAGS Termination Fee of $19.3 million or $9.7 million, as applicable) exceed an aggregate amount equal to $19.3 million plus the enforcement expenses (subject to the enforcement expenses cap), and in no event will any of Parent’s related parties seek or obtain, nor will they permit any of their representatives or any other person acting on their behalf to seek or obtain, nor will any person be entitled to seek or obtain, any monetary recovery or award in excess of the PlayAGS liability limitation against any of the Company related parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the PlayAGS liability limitation (including in the case of willful breach or fraud) against the Company related parties for, or with respect to, the Merger Agreement, the termination of the Merger Agreement, the failure to consummate the Merger or any claims or actions under applicable legal requirements arising out of any such breach, termination or failure.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger Agreement and the Merger will be paid by the party incurring such fees and expenses, except that Parent or the Surviving Corporation will be responsible for all fees and expenses of the Paying Agent. Parent will pay or cause to be paid all (i) transfer, stamp and documentary taxes or fees, and (ii) sales, use, real property transfer and other similar taxes or fees arising out of or in connection with entering into the Merger Agreement and the consummation of the Merger.

Amendment

The Merger Agreement may be amended, modified and/or supplemented in any and all respects with respect to any of the terms of the Merger Agreement; provided, however, that (i) after obtaining the PlayAGS Required Vote, there will be no amendment, modification or supplement that by legal requirement that requires further approval by the stockholders without such approval and (ii) no amendment, modification or supplement will be made to the Merger Agreement after the Effective Time. Any such amendment, modification or supplement will be effective only if it is set forth in an instrument in writing executed by each of the parties.

Governing Law

The Merger Agreement is governed by Delaware law, except that Nevada law governs with respect to (i) the Merger, to the extent mandatorily applicable, and (ii) the internal affairs of PlayAGS and the Board of Directors.

Vote Required and Board of Directors Recommendation

Approval of the Merger Agreement requires the affirmative vote of the holders of a majority of all outstanding shares of common stock on the Record Date. Because the required vote for the proposal to approve

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the Merger Agreement is based on the number of shares outstanding rather than on the number of votes actually cast, if you fail to authorize a proxy or vote online at the meeting, abstain from voting at the meeting, or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as votes cast “AGAINST” the merger proposal. As of the Record Date for the Special Meeting,    shares constitute a majority of the issued and outstanding shares of common stock.

Shares of common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a stockholder returns a properly signed and dated proxy card without indicating voting preferences on such proxy card, the shares of common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Board of Directors.

Under the rules of NYSE, brokers, banks or other nominees who hold shares in “street name” for customers have the authority to vote on “discretionary” proposals when they have not received instructions from beneficial owners. However, brokers, banks or other nominees are precluded from exercising their voting discretion with respect to approving nondiscretionary matters, such as the proposal to approve the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. If a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to any of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, if you hold your shares in “street name,” it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

The Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote “FOR” the approval of this proposal.

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PROPOSAL 2: THE COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, PlayAGS is required to submit a proposal to our stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to certain named executive officers of PlayAGS that is based on or otherwise relates to the Merger Agreement and the Transactions. This compensation is summarized in the section of this proxy statement captioned “The Merger—Interests of PlayAGS’s Directors and Executive Officers in the Merger.” The Board of Directors encourages you to carefully review the named executive officer Merger-related compensation information disclosed in this proxy statement. Accordingly, PlayAGS is asking you to approve the following resolution:

“RESOLVED, that the stockholders of PlayAGS approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to PlayAGS’s named executive officers that is based on or otherwise relates to the Merger Agreement and the Transactions contemplated by the Merger Agreement as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned ‘The Merger—Interests of PlayAGS’s Directors and Executive Officers in the Merger—Quantification of Potential Payments to PlayAGS Named Executive Officers in Connection with the Merger.’”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the proposal to approve the Merger Agreement. Approval of the Compensation Proposal is not a condition to the completion of the Merger. Accordingly, you may vote to approve the proposal to approve the Merger Agreement and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on PlayAGS. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the amounts payable under the Compensation Proposal will be payable to PlayAGS’s named executive officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

Vote Required and Board of Directors Recommendation

Approval, on an advisory (non-binding) basis, of the Compensation Proposal requires that more votes be cast, in person by remote communication or by duly authorized proxy, at the Special Meeting in favor of the Compensation Proposal than cast against such proposal, provided a quorum is present. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be able to be voted.

Assuming a quorum is present, a failure to vote virtually or by proxy at the Special Meeting (including failure to give instruction to brokers, banks or other nominees for shares held in “street name”) or an abstention will have no effect on the outcome of the Compensation Proposal.

The Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote “FOR” the approval, on an advisory (non-binding) basis, of this proposal.

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PROPOSAL 3: THE ADJOURNMENT PROPOSAL

In the Adjournment Proposal, we are asking our stockholders to approve a proposal to authorize the Board of Directors, in its discretion, to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting. If stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders who have previously returned properly executed proxies voting against approval of the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Agreement such that the proposal to approve the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the approval of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of approval of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairperson of the Special Meeting.

Vote Required and Board of Directors Recommendation

Approval of the Adjournment Proposal requires either (i) if a quorum is present, that more votes be cast, in person by remote communication or by duly authorized proxy, at the Special Meeting in favor of the Adjournment Proposal than cast against such proposal or (ii) if a quorum is not present, the vote of the holders of a majority of the shares represented at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be able to be voted.

Assuming a quorum is present, a failure to vote virtually or by proxy at the Special Meeting (including failure to give instruction to brokers, banks or other nominees on any of the proposals to be voted on at the Special Meeting for shares held in “street name”) or an abstention will have no effect on the outcome of the Adjournment Proposal.

The Board of Directors unanimously recommends, on behalf of PlayAGS, that you vote “FOR” the approval of this proposal.

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MARKET PRICE AND DIVIDEND DATA

Common stock is listed on NYSE under the symbol “AGS.” As of    , 2024, there were    shares of common stock outstanding held by approximately stockholders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by banks, brokers and other nominees. We have never declared or paid any cash dividends on our common stock.

On    , 2024, the latest practicable trading day before the printing of this proxy statement, the closing price for common stock on NYSE was $     per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock and it will be delisted from NYSE and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports under the Exchange Act with the SEC. In the event that the Merger is not consummated, our payment of any future dividends would be at the discretion of our Board of Directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our Board of Directors may deem relevant.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of June 3, 2024 by:

For the purpose of the following table, each stockholder’s percentage ownership is calculated based on 40,051,099 shares of common stock outstanding as of June 3, 2024. Information given below regarding beneficial owners of more than 5% of our outstanding capital stock is based solely on information provided by such persons in filings with the SEC on Schedules 13D, 13G and other filings made with the SEC on or before June 3, 2024. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares issuable pursuant to stock options and other rights to purchase or acquire shares of our common stock within 60 days of June 3, 2024. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address of each of the individuals and entities named in the table below is in care of PlayAGS, Inc., 6775 S. Edmond St., Ste #300, Las Vegas, NV 89118. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.