SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 6, 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 August 6, 2024, at 8:00 a.m. Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/AGS2024SM, for the following purposes:
1. To consider and vote on the 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”). Upon the terms and subject to the conditions of the Merger Agreement, Parent will acquire PlayAGS via a merger of Merger Sub with and into PlayAGS, with PlayAGS continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);
2. To consider and vote on the 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 “Transactions”), including the Merger (such proposal, the “Compensation Proposal”); and
3. To consider and vote on 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”). Only stockholders of record as of the close of business on July 1, 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.
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