EX-3.1 2 ex3-1.htm
Exhibit 3.1



BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger Exhibit 3.1 TYPE OR PRINT -USE DARK INK ONLY -DO NOT HIGHLIGHT 1. Entity Information: Entity Name: (Constituent, Acquired L&W Merger Sub, Inc. or Merging) Jurisdiction: Nevada Entity Type*: Corporation If more than one entity being acquired or merging please attach additional page. Entity Name: 2. Entity Information: (Resulting, Acquiring Scientific Games Corporation or Surviving) Jurisdiction: Nevada Entity Type*: Corporation The entire plan of conversion, exchange or merger is attached to these articles. 3. Plan of Conversion, Exchange or Merger: The complete executed plan of conversion is on file at the registered office or principal place (select one box) of business of the resulting entity. The entire plan of exchange or merger is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) Exchange/Merger: 4. Approval: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) (If more than one entity being acquired or A. Owner's approval was not required from the: merging please attach Acquired/merging additional approval Acquiring/surviving page.) B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving L&W Merger Sub, Inc. Name of acquired/merging entity Scientific Games Corporation Name of acquiring/surviving entity 5. Effective Date and Date: Time: (Optional) (must not be later than 90 days after the certificate is filed) Time: Page 1 of 4 Revised: 1/1/2019 * corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger TYPE OR PRINT -USE DARK INK ONLY -DO NOT HIGHLIGHT 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. O the: Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160) The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving L&W Merger Sub, Inc. Name of acquired/merging entity Scientific Games Corporation Name of acquiring/surviving entity Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. O the: Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160) The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity


 for Service of Process: Name of entity C Article I of the Amended and Restated Articles of Incorporation of the surviving entity is hereby amended to read in its entirety as follows: "The name of the corporation is Light & Wonder, Inc." BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 6.Forwarding Address Name country (Conversion and Mergers Care of only, if resulting/surviving entity is foreign) Address City State Zip/Postal Code 7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) •• •• Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. 8. Declaration: Exchange: (Exchange and . The undersigned declares that a plan of exchange has been adopted by each constituent entity Merger only) (NRS 92A.200). Merger: (Select one box) . The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). ~ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). 9. Signature . Conversion: Statement: (Required) A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. I constituent Form will be returned if unsigned. Page 3 of 4 This form must be accompanied by appropriate fees. Revised: 1/1/2019

 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 9. Signature □ Exchange: Statement Signatures - Must be signed by: An officer of each Nevada corporation; All general partners Continued: (Required) of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. ~ Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. 10. Signature(s): L&W Merger Sub, Inc. (Required) :me o//~merging entity Treasurer Sign~ (Exchange/Merger) Title Date If more than one entity being acquired or merging please attach additional page of information and signatures. --- ~ Scientific Games Corporation Name of acquiring entity Treasurer Signature( (Exchange/Merger) Title Date X Signature of Constituent Entity (Conversion) Title Date Please include any required or optional information in space below: (attach additional page(s) if necessary) Form will be returned if unsigned. Page 4 of 4 This form must be accompanied by appropriate fees. Revised: 1/1/2019