EX-4.1





 Exhibit 4.1 

AMENDMENT NO. 1 TO 

EQUITY PLAN STOCKHOLDERS AGREEMENT 

THIS AMENDMENT NO. 1 TO EQUITY PLAN STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of January 20,
2021, is made to amend that certain Equity Plan Shareholders Agreement, dated as of June 26, 2020 (the “Original Agreement” and, as amended by this Agreement, the “Agreement”) and is entered into by and between
PLAYTIKA HOLDING CORP., a Delaware corporation (the “Company”), Giant Network Group Co., Ltd., Playtika Holding UK II Limited, Playtika Holding UK Limited, Alpha Frontier Limited, Chongqing Cibi, Giant Investment Co., Ltd. (together
with Chongqing Cibi, the “Y.Shi Affiliated Entities”), Hazlet Global Limited, Equal Sino Limited (together with Hazlet Global Limited, the “J.Shi Affiliated Entities”) and each Person identified on
Schedule A to the Original Agreement and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each, individually, a “Original Stockholder” and, collectively, the
“Original Stockholders”), and the entities listed on Schedule 1 of this Amendment (the “O.Chau Affiliated Entities”). 

WHEREAS, the Original Agreement may be amended or modified only by written instrument executed by (a) the Company,
and (b) the holders of 66.67% of the Shares held by the Original Stockholders (voting as a single separate class); 

WHEREAS, the parties hereto include the Company and the holders of 66.67% of the Shares held by the Original
Stockholders (voting as a single separate class); 
 WHEREAS, the parties hereto desire to enter into this Amendment
to amend certain rights, restrictions and agreements with respect to the Capital Stock (as defined in the Original Agreement); and 

WHEREAS, the parties hereto agree as follows: 

1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms
in the Original Agreement. For the avoidance of doubt, unless otherwise expressly provided in this Amendment, none of the O.Chau Affiliated Entities shall be deemed “Stockholders” for purposes of the Agreement. 

2. Amendments. 

2.1 Registration Rights. Section 7 of the Original Agreement is hereby amended as follows: 

(a) Solely for purposes of Section 7 of the Original Agreement, (i) references to “Stockholders”
shall be deemed to include the O.Chau Affiliated Entities, (ii) references to “Shares” shall be deemed to include the shares of Capital Stock owned by any O.Chau Affiliated Entity, or issued to any O.Chau Affiliated Entity
after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), (iii) references to “Registrable Securities” shall be deemed to include the
Shares owned by any O.Chau Affiliated Entity, together with any shares of Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of Shares owned by any O.Chau Affiliated Entity, excluding any
securities (A) sold by a person to 












 
the public either pursuant to a registration statement or Rule 144, (B) sold in a private transaction in which the transferor’s rights under Section 7 of this Agreement are not
assigned, (C) held by any O.Chau Affiliated Entity (together with its Affiliates) if such O.Chau Affiliated Entity (together with its Affiliates) holds less than 1% of the Company’s outstanding Common Stock (on an as-converted basis), or (D) held by any O.Chau Affiliated Entity (together with its Affiliates) if all Shares held by and issuable to such O.Chau Affiliated Entity (and its Affiliates) may then be sold pursuant
to Rule 144 during the immediately subsequent ninety (90) day period; and (iv) references to “Stockholders” in the definition of “Registration Expenses” set forth in Section 1.14 of the Original
Agreement shall be deemed to include O.Chau Affiliated Entities. 
 (b) Section 7.1(c)(ii) of the Original Agreement is
hereby amended and restated in its entirety as follows: 
 “No securities held by any selling Stockholder will be
excluded from such offering pursuant to this Section 7.1(c) unless all shares proposed to be sold by any other selling stockholder are first excluded from such offering; provided that no such exclusion will be required if such other selling
stockholder receives the prior written consent of (A) the holders of two-thirds of the Registrable Securities held by the Original Stockholders, and (B) for so long as the O.Chau Affiliated Entities
own at least 5% of the outstanding voting power of the Company’s Capital Stock, the holders of two-thirds of the Registrable Securities held by the O.Chau Affiliated Entities.” 

(c) Section 7.2 of the Original Agreement is hereby amended and restated in its entirety as follows: 

“The Company will pay for all Registration Expenses (exclusive of any underwriting discounts and commissions) incurred in
connection with any registration, qualification, or compliance pursuant to Section 7.1 and for the reasonable and documented fees of one counsel for the selling Stockholders to be selected by a majority of Shares to be sold by the selling
Original Stockholders (voting as a single separate class). All selling expenses relating to securities so registered will be borne by the holders of such securities pro-rata on the basis of the number of
shares of securities so registered on such holders’ behalf, as will any other expenses in connection with the registration required to be paid by the holders of such securities.” 

(d) The following language is hereby added as Section 7.11 to the Original Agreement: 

“Registration Rights Amendments. Notwithstanding anything to the contrary in this Agreement, the terms of
Section 7 may only be amended or modified and the observance of any term hereof may only be waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument executed by (a) the
Company, (b) the holders of 66.67% of the Shares held by the Original Stockholders (voting as a single separate class), and (c) only to the extent such amendment, modification or waiver adversely affects the rights of any O.Chau


  
 2 













 
Affiliated Entities thereunder, the holders of 66.67% of the Shares held by the O.Chau Affiliated Entities (voting as a single separate class). Any amendment, modification, termination or waiver
so effected shall be binding upon the parties hereto and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder entered into or approved such amendment, modification, termination or waiver.
The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder at least five (5) business days prior to any such amendment, modification or termination taking effect to any party hereto
that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.” 
 2.2 Voting of Shares; Irrevocable
Proxy. The following language is hereby added as Section 9.4 to the Original Agreement: 
 “Proxy
Termination. The rights and obligations set forth in this Section 9 will terminate on the first date on which Giant Network Group Co., Ltd. and its Affiliates collectively cease to beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) shares representing more than forty percent (40%) of the combined voting power of the issued and outstanding shares of Common Stock.” 

2.3 Term. Section 10.1 of the Original Agreement is hereby amended and restated in its entirety as follows: 

“Term. Except for the rights and obligations set forth in Section 7 above which shall terminate only as set
forth in Section 7.10 above, and the rights and obligations set forth in Section 9 above which shall terminate only as set forth in Section 9.4 above, the provisions of this Agreement shall terminate and be of no further force and
effect (a) with respect to any individual Stockholder, on the first date when such Stockholder no longer holds any Shares, and (b) in its entirety, upon the first to occur of (i) all of the Shares being owned by a single Person,
(ii) the agreement in writing of the Company, the holders of 66.67% of the Shares held by the Stockholders (voting as a single separate class) and the Parent Entities to terminate this Agreement, or (iii) immediately prior to the Public
Trading Date.” 
 2.4 Miscellaneous.  

(a) Solely for purposes of Sections 10.3 through Section 10.7 (other than the second sentence in Section 10.5(a)),
Section 10.14 and 10.16 of the Original Agreement, references to “Stockholders” and “parties” shall be deemed to include the O.Chau Affiliated Entities. 

(b) The following language is hereby added immediately following the second sentence of Section 10.5(a) to the Original
Agreement: 

  
 3 













 “If notice is given to an O.Chau Affiliated Entity, it shall be sent to
the following: 
 c/o Martin Tsang, Chiu & Partners, 40/F Jardine House, 1 Connaught Place, Central, Hong Kong 

or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this
Section 10.5.” 
 3. Stockholder Representations. Each O.Chau Affiliated Entity hereby makes the
certifications and representations contained in Section 8.1 through Section 8.5 of the Original Agreement as of the date hereof, provided that, for purposes of such certifications and representations, (i) references to the
“Stockholder” shall be deemed refer to such O.Chau Affiliated Entity, and (ii) references to “Shares” shall be deemed to refer to the shares of Capital Stock owned by such O.Chau Affiliated Entity, or issued to
such O.Chau Affiliated Entity after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like). 

4. Assignment. The rights and obligations of each O.Chau Affiliated Entity under the Amendment or the Agreement may not
be assigned or otherwise transferred (including by operation by law) under any circumstances without the prior written consent of the Company, and any assignment or transfer in violation of the foregoing shall be null and void. 

5. Effect of Amendment. Except as expressly amended by this Amendment, the terms and provisions of the Agreement shall
remain unmodified, and the terms and provisions of the Agreement, as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed. On and after the date of this Amendment, each reference in or to the
“Stockholders’ Agreement” “thereunder,” “thereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement, as amended by this Amendment. In the event of any conflict
between the provisions of this Amendment and the provisions of the Stockholders Agreement, the provisions of this Amendment shall govern and control. 

6. Miscellaneous. 

6.1 Severability. The invalidity or unenforceability of any provision of this Amendment shall in no way affect the
validity or enforceability of any other provision. 
 6.2 Governing Law. This Amendment shall be governed by the
internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 

6.3 Titles and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to
be considered in construing or interpreting this Amendment. 
 6.4 Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 


  
 4 













 6.5 Consent of Spouse. If any Stockholder is married on the date of
this Agreement and is a resident of the United States, such Stockholder’s spouse shall execute and deliver to the Company a Consent of Spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date
hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the
parties. 
 [Remainder of Page Intentionally Left Blank] 

  
 5 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	COMPANY:
	
	PLAYTIKA HOLDING CORP.
		
	By:	 	/s/ Craig Abrahams
	Name:	 	Craig Abrahams
	Title:	 	President and Chief Financial Officer














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	PARENT COMPANY:
	
	GIANT NETWORK GROUP CO., LTD:
		
	 By:
	 	/s/ Wei Liu
	Name:	 	Wei Liu
	 Title:
	 	 Director, Authorized Signatory [seal]















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	PARENT ENTITIES:
	
	PLAYTIKA HOLDING UK LIMITED:
		
	 By:
	 	/s/ Tian Lin
	Name:	 	Tian Lin
	 Title:
	 	 Director



  

			
	PLAYTIKA HOLDING UK II LIMITED:
		
	 By:
	 	/s/ Tian Lin
	Name:	 	Tian Lin
	 Title:
	 	 Director



  

			
	ALPHA FRONTIER LIMITED:
		
	 By:
	 	/s/ Ting Chen
	Name:	 	Ting Chen
	 Title:
	 	 Director



  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	Y.SHI AFFILIATED ENTITIES:
	
	GIANT INVESTMENT CO., LTD.:
		
	 By:
	 	/s/ Yuzhu Shi
	Name:	 	Yuzhu Shi
	 Title:
	 	 Authorized Signatory [seal]



  

			
	CHONGQING CIBI:
		
	 By:
	 	/s/ Yungjun Fei
	Name:	 	Yungjun Fei
	 Title:
	 	 Authorized Signatory [Seal]



  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	J.SHI AFFILIATED ENTITIES:
	
	HAZLET GLOBAL LIMITED:
		
	 By:
	 	/s/ Ruofei Wang
	Name:	 	Ruofei Wang
	 Title:
	 	 Director



  

			
	 EQUAL SINO LIMITED:

		
	 By:
	 	/s/ Ruofei Wang
	Name:	 	Ruofei Wang
	 Title:
	 	 Director



  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	STOCKHOLDER:
	
	Robert Antokol
		
	 Signature:
	 	/s/ Robert Antokol
	Name:	 	Robert Antokol


  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	STOCKHOLDER:
	
	Amir Jackoby
		
	 Signature:
	 	/s/ Amir Jackoby
	Name:	 	Amir Jackoby


  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	STOCKHOLDER:
	
	Michael Cohen
		
	 Signature:
	 	/s/ Michael Cohen
	Name:	 	Michael Cohen














 CONSENT OF SPOUSE 

I, Beth Cohen, spouse of Michael Cohen, acknowledge that I have read the Amendment No. 1 to Equity Plan
Stockholders Agreement to which this Consent is attached as Exhibit A (the “Amendment”), and that I know the contents of the Amendment. I am aware that the Amendment contains provisions regarding certain rights to certain
other holders of Capital Stock of Playtika Holding Corp., a Delaware corporation (the “Company”), upon a proposed transfer of shares of Common Stock of the Company which my spouse may own including any interest I might have therein.

 I hereby agree that my interest, if any, in any shares of Common Stock of the Company subject to the Amendment shall be
irrevocably bound by the Amendment and further understand and agree that any community property interest I may have in such shares of Common Stock of the Company shall be similarly bound by the Amendment. 

I am aware that the legal, financial and related matters contained in the Amendment are complex and that I am free to seek
independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Amendment carefully that I will waive such right. 

Dated as of the 20th day of January, 2021. 
  

	
	
	 /s/ Beth Cohen

	 Signature

	
	 Beth Cohen

	 Print Name















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	STOCKHOLDER:
	
	Arik Sandler
		
	 Signature:
	 	/s/ Arik Sandler
	Name:	 	Arik Sandler


  












 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	STOCKHOLDER:
	
	Craig Abrahams
		
	 Signature:
	 	/s/ Craig Abrahams
	Name:	 	Craig Abrahams


  












 CONSENT OF SPOUSE 

I, Cara Abrahams, spouse of Craig Abrahams, acknowledge that I have read the Amendment No. 1 to Equity Plan
Stockholders Agreement, to which this Consent is attached as Exhibit A (the “Amendment”), and that I know the contents of the Amendment. I am aware that the Amendment contains provisions regarding certain rights to certain
other holders of Capital Stock of Playtika Holding Corp., a Delaware corporation (the “Company”), upon a proposed transfer of shares of Common Stock of the Company which my spouse may own including any interest I might have therein.

 I hereby agree that my interest, if any, in any shares of Common Stock of the Company subject to the Amendment shall be
irrevocably bound by the Amendment and further understand and agree that any community property interest I may have in such shares of Common Stock of the Company shall be similarly bound by the Amendment. 

I am aware that the legal, financial and related matters contained in the Amendment are complex and that I am free to seek
independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Amendment carefully that I will waive such right. 

Dated as of the 20th day of January, 2021. 
  

	
	
	 /s/ Cara Abrahams

	 Signature

	
	 Cara Abrahams

	 Print Name















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Dudu Dahan
	
	Signature: /s/ Dudu
Dahan                                        

	Name: Dudu
Dahan                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Erez Rachmil
	
	Signature: /s/ Erez
Rachmil                                        

	Name: Erez
Rachmil                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Eric Rapps
	
	Signature: /s/ Eric
Rapps                                        

	Name: Eric
Rapps                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Ira Holtzer
	
	Signature: /s/ Ira Holtzer
                                        

	Name: Ira
Holtzer                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Mickey Sonnino
	
	Signature: /s/ Mickey Sonnino                               
         
	Name: Mickey Sonnino                                 
                  














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Nir Korczak
	
	Signature: /s/ Nir
Korczak                                        

	Name: Nir
Korczak                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Ofer Kinberg
	
	Signature: /s/ Ofer
Kinberg                                        

	Name: Ofer
Kinberg                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Omri Chetrit
	
	Signature: /s/ Omri
Chetrit                                        

	Name: Omri
Chetrit                                        
           














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

	
	STOCKHOLDER:
	
	Oran Piekarski
	
	Signature: /s/
Oran Piekarski                                      
  
	Name: Oran Piekarski                                 
                 














 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	 STOCKHOLDER:

	
	 Shlomi Aizenberg

		
	 Signature:
	 	 /s/ Shlomi Aizenberg

	 Name:
	 	 Shlomi Aizenberg















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	 STOCKHOLDER:

	
	 Raz Friedman

		
	 Signature:
	 	 /s/ Raz Friedman

	 Name:
	 	 Raz Friedman















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	 STOCKHOLDER:

	
	 Yael Yehudai

		
	 Signature:
	 	 /s/ Yael Yehudai

	 Name:
	 	 Yael Yehudai















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	 STOCKHOLDER:

	
	 Troy Vanke

		
	 Signature:
	 	 /s/ Troy Vanke

	 Name:
	 	 Troy J. Vanke















 CONSENT OF SPOUSE 

I, Talitha H. Vanke, spouse of Troy Vanke, acknowledge that I have read the Amendment No. 1 to Equity Plan
Stockholders Agreement to which this Consent is attached as Exhibit A (the “Amendment”), and that I know the contents of the Amendment. I am aware that the Amendment contains provisions regarding certain rights to certain
other holders of Capital Stock of Playtika Holding Corp., a Delaware corporation (the “Company”), upon a proposed transfer of shares of Common Stock of the Company which my spouse may own including any interest I might have therein.

 I hereby agree that my interest, if any, in any shares of Common Stock of the Company subject to the Amendment shall be
irrevocably bound by the Amendment and further understand and agree that any community property interest I may have in such shares of Common Stock of the Company shall be similarly bound by the Amendment. 

I am aware that the legal, financial and related matters contained in the Amendment are complex and that I am free to seek
independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Amendment carefully that I will waive such right. 

Dated as of the 20th day of January, 2021. 
  

	
	
	 /s/ Talitha H. Vanke

	 Signature

	
	 Talitha H. Vanke

	 Print Name















 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Plan Stockholders Agreement as of the date first written above. 
  

			
	 O.CHAU AFFILIATED ENTITIES:

	
	 8TH WONDER CORPORATION:

		
	 By:
	 	 /s/ Cao Bo

	 Name:
	 	 Cao Bo

	 Title:
	 	 Director



  

			
	HOTLINK INVESTMENT LIMITED:
		
	 By:
	 	 /s/ Cao Bo

	 Name:
	 	 Cao Bo

	 Title:
	 	 Director















 Schedule I 

O.Chau Affiliated Entities 
  

	1.	 8th Wonder Corporation 



	2.	 Hotlink Investment Limited 














 EXHIBIT A 

CONSENT OF SPOUSE 

I, ____________________, spouse of ______________, acknowledge that I have read the Amendment No. 1 to Equity Plan
Stockholders Agreement, dated as of _____ __, 2020, to which this Consent is attached as Exhibit A (the “Amendment”), and that I know the contents of the Amendment. I am aware that the Amendment contains provisions regarding
certain rights to certain other holders of Capital Stock of Playtika Holding Corp., a Delaware corporation (the “Company”), upon a proposed transfer of shares of Common Stock of the Company which my spouse may own including any
interest I might have therein. 
 I hereby agree that my interest, if any, in any shares of Common Stock of the Company
subject to the Amendment shall be irrevocably bound by the Amendment and further understand and agree that any community property interest I may have in such shares of Common Stock of the Company shall be similarly bound by the Amendment. 

I am aware that the legal, financial and related matters contained in the Amendment are complex and that I am free to seek
independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Amendment carefully that I will waive such right. 

Dated as of the __ day of __________, _____. 
  

	
	   

	 Signature



  

	
	   

	 Print Name