EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 22nd, 2021 • GAN LTD • Services-computer programming, data processing, etc. • Nevada
This Executive Employment Agreement (“Agreement”) is made as of December 19, 2021, by and between Sylvia Tiscareño (“Executive”) and GAN Nevada, Inc., including its Affiliates (collectively, the “Company”). Executive and Company shall be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
GAN LIMITED ORDINARY SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
SHARE EXCHANGE AGREEMENT BY AND AMONG GAN LIMITED, VINCENT GROUP PLC, THE SHAREHOLDERS OF VINCENT GROUP PLC, AND THE SELLERS’ REPRESENTATIVE Dated as of November 15, 2020Share Exchange Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of November 15, 2020 (the “Execution Date”), by and among GAN Limited, a Bermuda public limited company (the “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (the “Company”), the holders of Shares and other equity interests in the Company and option holders of StayCool whose signatures appear on this signature page of this Agreement or a subsequent joinder to this Agreement (each a “Seller” and collectively the “Sellers”), and Lars Carl Fabian Qvist (the “Sellers’ Representative”), with respect to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • GAN LTD • Services-computer programming, data processing, etc. • Nevada
This Employment Agreement (“Agreement”) is made as of September 26, 2023 (“Effective Date”) between Seamus M. McGill (“Employee”) and GAN Nevada, Inc., including its Affiliates (collectively, the “Company”). Employee and Company shall be referred to collectively as the “Parties” and individually as a “Party.”
GAN LIMITED ENTERPRISE MANAGEMENT INCENTIVE PLAN OPTION AGREEMENT2020 Equity Incentive • May 5th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Enterprise Management Incentive Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan UK Sub-Plan (EMI) as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the UK EMI Schedule.
SUBSCRIPTION AGREEMENT March 29, 2023Subscription Agreement • May 30th, 2023 • GAN LTD • Services-computer programming, data processing, etc. • California
Ainsworth Game Technology, Inc. (the “Subscriber”), hereby subscribes as capital in GAN Limited, a Bermuda exempted company limited by shares (the “Company”), to common shares of the Company, as set forth in Section 1 hereof (the “Securities”). The Securities are being offered and issued on the terms set forth in this Subscription Agreement (this “Agreement”).
EMPLOYMENT CONTRACT NO 141Employment Contract • January 19th, 2022 • GAN LTD • Services-computer programming, data processing, etc.
VG Estonia OÜ, registry code 14591789, located at Paldiski mnt 29, Tallinn 10612, Estonia, e-mail address enquiry@vincentplc.com (hereinafter VG Estonia/Employer), represented by GAN Chief Executive Officer Dermot Smurfit and the management board member Yannick André Svendsen,
DATED MARCH 6, 2020Facility Agreement • April 17th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • England and Wales
Affiliate: in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Indemnification Agreement (this “Agreement”) is made as of [ ] 2020 by and between GAN Limited, a Bermuda exempted company limited by shares (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 19th, 2023 • GAN LTD • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT, is entered into as of April 26, 2022, among (i) GAN NEVADA, INC., a Nevada corporation (the “Borrower”), (ii) each of the lenders identified on Schedule 2 attached hereto (together with each of their respective successors and assigns, if any, and any other financial institutions that become Lenders hereunder, each a “Lender” and, collectively, the “Lenders”), (iii) ALTER DOMUS (US) LLC, acting not individually but as administrative agent and collateral agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties, respectively (in such capacity, together with its successors and assigns, if any, in such capacity, herein called the “Agent”).
Exchange Offer to Vincent Group p.l.c.GAN LTD • December 7th, 2020 • Services-computer programming, data processing, etc.
We are GAN Limited, a Bermuda public company (“GAN”) and are delighted to have entered into a Share Exchange Agreement dated November 15, 2020 (the “Share Exchange Agreement”) with Vincent Group p.l.c., a Malta public limited company (“Coolbet”) where GAN has offered to acquire all of the outstanding equity interests in Coolbet (along with all of the outstanding options in StayCool OÜ, an Estonia private limited company (“StayCool”)) on the terms and subject to the exceptions contained in the Share Exchange Agreement and summarized in this Exchange Offer (the “Offer”).
GAN LIMITED COMPANY SHARE OPTION PLAN OPTION AGREEMENT2020 Equity Incentive • May 5th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Company Share Option Plan Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan UK Sub-Plan (CSOP) as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the UK CSOP Schedule.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 19th, 2023 • GAN LTD • Services-computer programming, data processing, etc. • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 13, 2023 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among the Lenders under the Existing Credit Agreement (as defined below) signatory hereto (which Lenders constitute the Required Lenders under the Existing Credit Agreement as of the Effective Date), GAN Nevada, Inc., a Nevada corporation (the “Borrower”), GAN Limited, a Bermuda exempted company (“Parent”), and Alter Domus (US) LLC, acting not individually but as administrative agent and collateral agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties, respectively (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement have the meanings provided in the Existing Credit Agreement or the Credit Agreement (as defined below), as the context may requi
GAN LIMITED 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • April 27th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
The Company hereby awards a Restricted Stock Grant (the “Restricted Stock”) to the Participant named below. The terms and conditions of the Stock Award are set forth in this cover sheet and the attached Restricted Stock Grant Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the 2020 Equity Incentive Plan.
GAN LIMITED INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 27th, 2020 • GAN LTD • Services-computer programming, data processing, etc.
The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Incentive Stock Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the 2020 Equity Incentive Plan.
GAN LIMITED NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 27th, 2020 • GAN LTD • Services-computer programming, data processing, etc.
The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Nonstatutory Stock Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the 2020 Equity Incentive Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of December 3, 2020, by and among GAN Limited, a Bermuda exempted company (the “Company”), and the equity security holders of the Company as identified on Schedule A hereto the “Selling Stockholders”), with respect to the following facts:
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2023 • GAN LTD • Services-computer programming, data processing, etc.
This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 15, 2023, by and among SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”), and GAN Limited, a Bermuda exempted company limited by shares (the “Company”).
JOINDER AGREEMENTJoinder Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc.
This Joinder Agreement relates to the Share Exchange Agreement, dated November 15, 2020, (the “Share Exchange Agreement”), by and among GAN Limited, a Bermuda public limited company, Vincent Group p.l.c., a Malta public limited company (the “Company”), the Sellers’ Representative and each of the other parties who have joined or will join the Share Exchange Agreement as a Seller.
ACCEPTANCE AGREEMENT FOR OPTIONS FOR SHARES OF VINCENT GROUP p.l.c. PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED NOVEMBER 15, 2020, AMONG GAN LIMITED, VINCENT GROUP p.l.c., AND THE SELLERS’ REPRESENTATIVEAcceptance Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Acceptance Agreement (this “Acceptance Agreement”) is being sent in connection with the Share Exchange Agreement (the “Share Exchange Agreement”), dated November 15, 2020, by and among GAN Limited, a Bermuda public limited company (“GAN” or “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (“Coolbet”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers (the “Sellers’ Representative”), attached hereto as Exhibit A, providing for, among other things, the purchase by GAN of all outstanding equity interests in Coolbet.
GAN LIMITED ORDINARY SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
ACCEPTANCE AGREEMENT FOR SHARES OF VINCENT GROUP p.l.c. PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED NOVEMBER 15, 2020, AMONG GAN LIMITED, VINCENT GROUP p.l.c., AND THE SELLERS’ REPRESENTATIVEAcceptance Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Acceptance Agreement (this “Acceptance Agreement”) is being sent in connection with the Share Exchange Agreement (the “Share Exchange Agreement”), dated November 15, 2020, by and among GAN Limited, a Bermuda public limited company (“GAN” or “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (“Coolbet”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers (the “Sellers’ Representative”), attached hereto as Exhibit A, providing for, among other things, the purchase by GAN of all outstanding equity interests in Coolbet.
GAN LIMITED 2020 EQUITY INCENTIVE PLAN STOCK UNIT AGREEMENTStock Unit Agreement • April 27th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Stock Award are set forth in this cover sheet and the attached Stock Unit Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time. Unless otherwise defined in this Agreement, certain capitalized terms used in this cover sheet and Agreement are defined in the 2020 Equity Incentive Plan.
AGREEMENT AND PLAN OF MERGER by and among SEGA SAMMY CREATION INC. ARC BERMUDA LIMITED and GAN LIMITED Dated November 7, 2023Agreement and Plan of Merger • November 8th, 2023 • GAN LTD • Services-computer programming, data processing, etc. • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 7, 2023, by and among SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”), and GAN Limited, a Bermuda exempted company limited by shares (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement will have the respective meanings assigned to them in Annex A.
Employment ContractAward Agreement • March 13th, 2024 • GAN LTD • Services-computer programming, data processing, etc. • England and Wales
