25,000,000 Shares THE STARS GROUP INC. COMMON SHARES UNDERWRITING AGREEMENT June 21, 2018Underwriting Agreement • June 22nd, 2018 • Stars Group Inc. • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. LLC, (“Morgan Stanley”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Deutsche Bank Securities Inc. (together with Morgan Stanley and J.P. Morgan, the “Managers”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Stars Group Inc., a corporation governed under the Business Corporations Act (Ontario) (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I to the Underwriting Agreement providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of 25,000,000 common shares of the Company (the “Common Shares”), of which 17,000,000 Common Shares are to be issued and sold by the Company and 8,000,000 Common Shares are to be sold by the Selling Shareholders.
