Second Amendment Agreement

Exhibit 2.2

Dated 20 April 2021

relating to the Share Sale and Purchase Agreement dated 4 August 2020 as later amended on 1 October 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi

between

Those persons listed in Schedule 1

as Sellers

Zynga Inc.

as Purchaser

White & Case llp

0 Xxx Xxxxx Xxxxxx

Xxxxxx XX0X 0XX

Table of Contents

Page

1	Interpretation		1
2	Amendment of the Contract		1
Schedule 1		The Sellers	3

EMEA 130905797

(i)

This Second Amendment Agreement is made on April 20, 2021

Between:

(1)	The persons whose details are set out in Schedule 1 (The Sellers) (together, the “Sellers”); and

(2)	Zynga Inc., a company incorporated in Delaware with registered number 4446916 and whose registered office is at 000 0^xx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (the “Purchaser”),

together, the “Parties” and each a “Party”.

Whereas:

(A)

The Sellers and the Purchaser entered into an agreement dated 4 August 2020 as later amended on 1 October 2020, pursuant to which the Sellers undertake to sell, and the Purchaser undertakes to buy, the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi (the “Agreement”).

(B)	The Parties now wish to amend certain provisions of the Agreement pursuant to the terms and conditions set out herein.

(C)	Clause 25 (Variations) of the Agreement provides that any provision of the Agreement may be amended if such amendment is in writing and the amendment is signed by or on behalf of the Parties.

It is agreed:

1.	Interpretation

The defined terms herein shall have the same meaning as the defined terms in the Agreement unless noted otherwise.

2.	Amendment of the Contract

2.1	With effect from the date hereof, the Parties agree that the Agreement shall be amended by:

(a)

the deletion and replacement in its entirety of Clause 5.10 (Step-In Consideration) with the following wording:

“5.10 Without prejudice to Schedule 6, if during any Step-In Period, if the Company (or on behalf of the Company through the Purchaser or its affiliates) either enters into any arm’s length bona fide acquisition of any asset in respect of which any associated Intellectual Property Right is also acquired, business and/or security owned by a third party or agrees to make any payment, or otherwise provide value, to any third party to extinguish or discharge an existing fiscal or contractual obligation owed to such third party and relating to the operation of the business, an amount equal to the aggregate of any consideration, payment, value cost, fee, expense or similar (including any VAT which is not recoverable, transfer taxes, or the cost of any withholding borne by, or on behalf, of the Company) incurred by the Company (or on behalf of the Company) in connection with such acquisition or other arrangement (the “Expenses”) shall reduce the Company EBITDA for each current and each remaining Step-In Period (the “Relevant Step-In Periods”) as agreed in writing by an authorized representative of the Purchaser and the Company’s Managing Director.”

EMEA 130905797

(b)

“the deletion and replacement in its entirety of sub-paragraph 3 at the end of Schedule 9 Part 1 (Step-In Consideration) with the following wording:

“3 Without prejudice to Schedule 6, if during any Step-In Period, the Company (or on behalf of the Company through the Purchaser or its affiliates) either enters into any arm’s length bona fide acquisition of any asset in respect of which any associated Intellectual Property Right is also acquired, business and/or security owned by a third party or agrees to make any payment, or otherwise provide value, to any third party to extinguish or discharge an existing fiscal or contractual obligation owed to such third party and relating to the operation of the business, an amount equal to the aggregate of any consideration, payment, value cost, fee, expense or similar (including any VAT which is not recoverable, transfer taxes, or the cost of any withholding borne by, or on behalf, of the Company) incurred by the Company (or on behalf of the Company) in connection with such acquisition or other arrangement (the “Expenses”) shall reduce the Company EBITDA for each Relevant Step-In Period as agreed in writing by an authorized representative of the Purchaser and the Company’s Managing Director.”

The amendment of the Agreement pursuant to this Second Amendment Agreement shall constitute a variation of the Agreement in accordance with Clause 25 (Variations) of the Agreement.

2.2	Save as amended in accordance with Clause 2.1 above, the remaining provisions of the Agreement shall remain unchanged, fully effective and in force.

2.3	With effect from the date hereof, any reference to the “Agreement” shall be read and construed as references to the Agreement as amended by this Second Amendment Agreement.

2.4

The following clauses from the Agreement shall apply mutatis mutandis to this Second Amendment Agreement: Clause 22 (Further Assurance), Clause 23 (Entire Agreement), Clause 24 (Severance and Validity), Clause 25 (Variations), Clause 28 (Third Party Rights), Clause 34 (Counterparts), Clause 35 (Governing Law and Jurisdiction) and Clause 36 (Agent for Service of Process).