SECOND AMENDMENT AGREEMENT
Exhibit 2.1
SECOND AMENDMENT AGREEMENT
This Amendment Agreement is made on April 13, 2021
Between:
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(2) |
Zynga Inc. a company incorporated in Delaware with registered number 4446916 and whose registered office is at 000 0xx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, the United States (the “Purchaser”). |
Whereas:
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(A) |
The Sellers and the Purchaser have on 20 December 2018 entered into a Share Sale and Purchase Agreement for the sale and purchase of all issued and outstanding shares and other equity securities of Small Giant Games Oy, as amended on May 15, 2019 (the so amended Share Sale and Purchase Agreement, “Agreement”). |
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(B) |
The Company has since the original date of the Agreement developed a new game, Puzzle Combat. |
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(C) |
As the Purchaser believes that investing in marketing expenses of Puzzle Combat is in the best interest of the Purchaser’s long-term business objectives and accordingly desires to invest in marketing expenses for Puzzle Combat, while the Sellers desire to ensure that the Step-In Year Three Closing Consideration which was agreed in the context of the sale of the Company is not impacted by marketing expenses related to Puzzle Combat, the Parties have agreed to the Agreement as set forth below. |
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(D) |
Capitalized terms in this Amendment Agreement shall have the meaning given to them in the Agreement unless specifically defined herein. |
It is agreed:
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1. |
AMENDMENT OF THE AGREEMENT |
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1.1 |
A new definition “Puzzle Combat” shall be included and shall mean the following: “the game Puzzle Combat in any form, format or version”. |
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1.2 |
A new definition “Puzzle Combat Bookings” shall be included and shall mean the following: “Any (i) revenue received from Apple or Google or (ii) ad revenue (including without limitation from Unity, Facebook or MoPub), in each case related to or in respect of Puzzle Combat”. |
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1.3 |
A new definition “Puzzle Combat Marketing Expenses” shall be included and shall mean the following: “Player acquisition costs or marketing expenses related to or for the advancement or marketing of Puzzle Combat”. |
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1.4 |
A new definition “Puzzle Combat Platform Expenses” shall be included and shall mean the following: “Fees and expenses paid to third-party distribution platforms, including Apple’s App Store and Google’s Play Store, related to the distribution of Puzzle Combat”. |
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1.5 |
The last sentence of the definition “Company EBITDA” shall be amended to read as follows: |
The Company EBITDA shall be calculated as specified in Part 3 (Company EBITDA Calculation Format) of Schedule 8 (Step-In Consideration) and in accordance with the Applicable Accounting Standards; provided, however, that for the purposes of Company EBITDA for the Third Step-In Period, (i) the line item “Sales accounts in general” on Schedule 8 (Step-In Consideration) shall not include any Puzzle Combat Bookings; (ii) the line item “Marketing expenses” on Schedule 8
(Step-In Consideration) shall not include any Puzzle Combat Marketing Expenses; and (iii) the line item “Raw Materials and Services” on Schedule 8 (Step-In Consideration) shall not include any Puzzle Combat Platform Expenses provided, further, that all other costs and expenses of the Company shall be included for the purposes of Company EBITDA for the Third Step-In Period, including any marketing expenses other than Puzzle Combat Marketing Expenses and any distribution expenses other than Puzzle Combat Platform Expenses.
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1.6 |
Notwithstanding anything contrary in the Agreement, including in Clause 11 (Obligations During Step-In Period), the Step-in Covenants set forth in Schedule 9 or any Operating Plan: |
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(i) |
the Purchaser shall be entitled to provide to the Company a written marketing direction in relation to Puzzle Combat, in which case the Company shall engage in such marketing activities as envisaged in such written marketing direction and the costs or expenses of all such marketing activities shall be considered Puzzle Combat Marketing Expenses; and |
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(ii) |
the Purchaser may as part of an Operating Plan or otherwise agree upon a specific marketing budget for Puzzle Combat and the Company may use such marketing budget for Puzzle Combat Marketing Expenses. |
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1.7 |
Save as set out in Clauses 1.1 to 1.6 above, no other amendments are made to the Agreement, which shall remain in full force and effect in accordance with its current terms in all other respects. |
Clauses 20 (Confidentiality) and 36 (Governing Law and Jurisdiction) of the Agreement shall be applicable to this Amendment Agreement mutatis mutandis.
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3. |
COUNTERPARTS |
This Amendment Agreement may be executed in counterparts and shall be effective when each of the signatories below has executed and delivered a counterpart. Such counterparts may be executed and delivered in electronic format (including by e-mail and by way of DocuSign signatures). Each counterpart shall constitute an original of this Amendment Agreement, but all the counterparts shall together constitute one and the same instrument.
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In Witness Whereof the Parties have executed and delivered this Amendment Agreement on the date which first appears above.
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Signed for and on behalf of Timo Soininen
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/s/ Timo Soininen Timo Soininen |
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Signed for and on behalf of Xxxx Xxxxxxxx |
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/s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx |
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Signed for and on behalf of EQT Ventures Investments S.à x.x. |
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/s/ Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx
/s/ Xxxx Xxxxxxxxxxxxx Xxxx Xxxxxxxxxxxxx
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Signed for and on behalf of
Xxxxxx Xxxxxxxxx Xxxxx-Xxxxxxxx Xxxxxxxx Xxxxx Vallisto Creandum III, L.P. Spintop Investments Partners II AB PROfounders Capital L.P. Markku Kaloniemi El-Express Oy Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxxxx Investing Oy Besodos Investors Oy First Fellow Oy EGM Investments LLC Raine Kellokangas ANG Holding Oy Musta Aukko Oy Sisu Game Ventures Oy Xxx Xxxxxxxx Sto-rahoitus Oy Xxxxx Ängeslevä Cap A Fund I L.P. Xxxx Xxxxxxx Xxxxx Xxx Xxx Xxxxx Xxxxx Xxxxxx Silfverlok Invest XX Xxxxxx Vajlok Xxxxx Xxxxx Xxxxxxx Xxxxx Xxx Lönnqvist Xxxxxx Xxxxxxxxx
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Silviu Xxxxx Oskari Niittymäki Thien An Vu Antti Xxxxxxxx Xxxx Saarniniemi Xxxx Supply Ninja Tukiainen Joonatan Xxxxxxxx Petri Xxxxxxxx Xxx Xxxxxxxxx Xxxx Joensuu Caio Comandulli Xxxxxxxxx Xxxxxxxx Eveliina Xxxxxxxxx Xxxx Nevolainen Ville Xxxxx Xxxxxxxxxx Vuitcik Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx Heikki Uljas Xxxxx Xxxxxxxxxxx Kalevi Sylvänne Xxxxx Xxxxxxxx Aru Vaitere Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx Vartama
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/s/ Timo Soininen Timo Soininen as the Sellers’ Representative |
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Signed for and on behalf of Zynga Inc. |
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/s/ Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Chief Financial Officer
/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Operating Officer |
