UNDERWRITING AGREEMENT between HIGH ROLLER TECHNOLOGIES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters HIGH ROLLER TECHNOLOGIES, INC.Underwriting Agreement • October 28th, 2024 • High Roller Technologies, Inc. • Services-amusement & recreation services • New York
The undersigned, High Roller Technologies, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of High Roller Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
HIGH ROLLER TECHNOLOGIES, INC. [FORM OF] DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between High Roller Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Employment AgreementEmployment Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
The Company is represented here on by the Director of the Company, Ms Sharon Borg as duly authorized, and hereinafter referred to as “the Company”, “We” or “Us” as the context demands. The employee is hereinafter referred to as “the Employee” of”You” as the context demands. Both Parties may hereinafter at times also be referred to jointly as “the Parties” or individually as “the Party”.
SERVICES AGREEMENT ENTERED INTO BY AND BETWEEN Happy Hour Solutions Ltd. AND HR Entertainment Ltd.Services Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTStock Option Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services • New York
THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (this “Amendment”), dated as of the 1st day of March 2023 (the “Amendment Date”), is between High Roller Technologies, Inc., a Delaware corporation (the “Company”) and Idan Levy (“Levy”), chief executive officer of HR Entertainment Ltd, the Company’s principal operating subsidiary.
AMENDMENT TO SECURITIES ACQUISITION AGREEMENTSecurities Acquisition Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
This Amendment to Securities Acquisition Agreement (“Amendment”) is made effective this __ day of December 2022 upon the terms and conditions set forth herein by and between High Roller Technologies, Inc., a Delaware corporation (the “Buyer” or “High Roller”) and Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company having an address at 1st Floor, Columbus Centre, P.O. Box 2283, Road Town, Tortola (the “Seller” or “HHEH”).
ADDENDUMDomain License Agreement • January 18th, 2024 • High Roller Technologies, Inc. • Services-amusement & recreation services
SECURITIES ACQUISITION AGREEMENTSecurities Acquisition Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services • Delaware
This Securities Acquisition Agreement (this “Agreement”), dated as of February 25, 2022, is entered into by and between, High Roller Technologies. Inc., a Delaware corporation (“Buyer”), and Happy Hour Entertainment Holdings Ltd, a British Virgin Islands company having an address at 1st Floor , Columbus Centre, P.O. Box2283, Road Town, Tortola, (“Seller”), with reference to the following:
DOMAIN LICENSE AGREEMENT ENTERED INTO BY AND BETWEEN Happy Hour Solutions Ltd. AND HR Entertainment Ltd.Domain License Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
NOMINEE AGREEMENTNominee Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
BETWEEN HR Entertainment Ltd. (hereinafter referred to as “the Principal”), a company registered in British Virgin Islands with registration number 2072266 whose registered office is at 1st floor, Columbus Centre, P.O. 2283, Road Town, Tortola, British Virgin Islands of the one part
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services • Delaware
This Debt Conversion Agreement (the “Agreement”) is entered into as of June 30, 2023 by and among High Roller Technologies, Inc., a Delaware corporation (the “Company”), Ellmount Interactive A.B., an entity organized under the laws of Sweden (“Ellmount”) and Spike Up Media A.B., an entity formed under the laws of Sweden and wholly owned subsidiary of Ellmount (“Spike Up”, and together with Ellmount, each a “Service Provider”, and collectively, the “Service Providers ”), with reference to the following:
ONLINE GAMING OPERATIONS AGREEMENT HR ENTERTAINMENT LTD HAPPY HOUR SOLUTIONS LIMITEDOnline Gaming Operations Agreement • April 12th, 2024 • High Roller Technologies, Inc. • Services-amusement & recreation services
HR ENTERTAINMENT LTD, a company registered in British Virgin Islands with registration number 2072266 whose registered office is at 1st floor, Columbus Centre, P.O. 2283, Road Town, Tortola, British Virgin Islands (“BVI”) of the one part ("Service Provider")
DOMAIN NAME LICENSE AGREEMENTDomain Name License Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
Spike Up Media AB, corporate identity number 559098-4083, having its registered address at Sergels Torg 12, S-111 57 Stockholm Sweden (the “Licensor”), and
STOCK OPTION AGREEMENTStock Option Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services • Nevada
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the 1st day of September 2022 (the “Grant Date”), is between High Roller Technologies, Inc., a Delaware corporation (the “Company”), and Idan Levy (“Optionee”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
This Support Services Agreement (“Agreement”) is made and entered into as of May 1, 2022 (“Effective Date”) by and between ELLMOUNT SUPPORT SOCIEDAD ANONIMA, with a registered office in San José, Costa Rica, (hereinafter referred to as “Ellmount”), corporate identification number three - one hundred one - six hundred ninety-one thousand nine hundred forty-two, represented by OMAR MONGE QUIRÓS, of legal age, single, consultant, resident of San José, Costa Rican personal identification card number one – zero nine nine seven – zero one four eight, who is legally empowered to do so;
Independent Contractor AgreementIndependent Contractor Agreement • December 20th, 2023 • High Roller Technologies, Inc. • Services-amusement & recreation services
This Independent Contractor Agreement (“Agreement”) is made today the 14 September of the year 2022 and entered into by and between:
