UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2020 • NeoGames S.A. • Services-amusement & recreation services • New York
NeoGames S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase, an aggregate of [•] ordinary shares (the “Firm Shares”), no par value per share, of the Company (“Ordinary Shares”), of which [•] Ordinary Shares are to be issued and sold by the Company and [•] Ordinary Shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company and the Selling Shareholders also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the
LOAN AGREEMENTLoan Agreement • October 27th, 2020 • NeoGames S.A. • Services-amusement & recreation services
Certain Affiliates of the Lender have made certain funds available to the Borrower and such loans have been transferred or assigned to the Lender. This Agreement sets out the terms governing such loans and the terms under which the Lender agrees to make available certain additional funds to the Borrower.
JOINT VENTURE AGREEMENTJoint Venture Agreement • October 27th, 2020 • NeoGames S.A. • Services-amusement & recreation services • Michigan
This Joint Venture Agreement (“Agreement”) is made and entered into effective as of the 14th day of January, 2014 by and between Neogames Network Limited (“NG”), a corporation incorporated under the laws of Malta, with its principal offices located at 135 High Street, Sliema, SLM 1548, Malta and Pollard Banknote Limited (“Pollard”), a corporation incorporated under the laws of Canada with its registered office located at 1499 Buffalo Place, Winnipeg, MB Canada R3T 1L7, each individually sometimes referred to as a “Party” and collectively as the “Parties”.
LOAN AGREEMENTLoan Agreement • April 26th, 2024 • NeoGames S.A. • Services-amusement & recreation services • England
The Lender has agreed to make certain funds available to the Borrower on an unsecured basis on the terms set out in this Agreement.
ContractSenior Term Facilities Agreement • April 28th, 2023 • NeoGames S.A. • Services-amusement & recreation services
Certain information identified as [***] has been excluded because it is both not material and is the type that the Company treats as private or confidential. EXECUTION VERSION
indemnification agreementIndemnification Agreement • November 12th, 2020 • NeoGames S.A. • Services-amusement & recreation services • Luxembourg
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________ ___, 2020, is entered into by and between NeoGames S.A, a Luxembourg company having its registered office at 5, rue de Bonnevoie, L-1260 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register number R.C.S. Luxembourg B 186309 (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2021 • NeoGames S.A. • Services-amusement & recreation services • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of NeoGames S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), and the Underwriters, acting severally and not jointly, agree to purchase, an aggregate of [●] ordinary shares (the “Firm Shares”), no par value per share, of the Company (“Ordinary Shares”). Caesars Entertainment, Inc. (“Caesars”) also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional [●] Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SUPPORT AGREEMENTSupport Agreement • May 15th, 2023 • NeoGames S.A. • Services-amusement & recreation services • New York
This Support Agreement (this “Agreement”) is made and entered into as of May 15, 2023, by and among Aristocrat Leisure Limited, an Australian public limited company (“Parent”), and each person listed on Schedule A hereto (each, a “Shareholder”).
AGREEMENT Made and signed on June 1, 2015, on the second day of June 2015 BetweenConsulting Agreement • October 19th, 2020 • NeoGames S.A. • Services-amusement & recreation services
WHEREAS The Contractor is a company controlled and fully owned by Mr. Barak Matalon, who is one of the founders of the Company (the “Service Provider”); and
AMENDMENT NO. 1 Joint Venture AgreementJoint Venture Agreement • April 28th, 2023 • NeoGames S.A. • Services-amusement & recreation services
THIS AMENDMENT NO. 1, dated as of the 10th day of January, 2023 (the “Effective Date”) to the Joint Venture Agreement dated as of the 14th day of January, 2014 (the “Michigan JV Agreement”) is between Pollard Banknote Limited (“Pollard”), Neogames S.A (“NG SA”) and Neogames US LLP (“NG”), each individually sometimes referred to as a “Party” and collectively as the “Parties”;
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 15th, 2023 • NeoGames S.A. • Services-amusement & recreation services • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of May 15, 2023, and entered into among NeoGames S.A., a Luxembourg société anonyme (such entity, including after giving effect to its continuation as a Cayman Islands exempted company specified herein, the “Company”), Aristocrat Leisure Limited an Australian public limited company (“Parent”) and Anaxi Investments Limited a Cayman Islands exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 28th, 2023 • NeoGames S.A. • Services-amusement & recreation services • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified or supplemented from time to time, the “Agreement”) of NEOPOLLARD INTERACTIVE LLC, a Delaware limited liability company (the “Company”), is effective as of January 10, 2023, between the Company, POLLARD HOLDINGS, INC., a Delaware corporation (“Pollard”), NEOGAMES US, LLP, a Delaware limited liability partnership (“NEO”), and any other party admitted as a Member (as defined below) of the Company from time to time.
SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • October 27th, 2020 • NeoGames S.A. • Services-amusement & recreation services
THIS SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT is entered into as of [__] June 2018, by and between AG Software Ltd., a company organised under the laws of Malta, with its registered office at 135 High Street, Sliema SLM 1549, Malta (“Licensor”), Aspire Global Plc (formerly, Neo Point Technologies Limited), a company organised under the laws of Malta, and operating by way of its Gibraltar branch with its registered office at Suites 7B & 8B, 50 Town Range, Gibraltar (“NeoPoint”), Neogames S.à r.l., a company organized under the laws of Luxembourg, with registered office at 64, rue Principale, L-5367 Schuttrange, Luxembourg (the “Licensee” or “NeoGames”) and William Hill Organization Limited, a company incorporated in England and Wales (No. 278208) whose registered office is at Greenside House, 50 Station Road, Wood Green, London N22 7TP (“WH”) (which is a signatory to this Agreement, subject to Section 22 below).
