AMAYA GAMING GROUP INC. (the “Corporation”) and COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”) WARRANT INDENTURE Providing for the Issue of up to 1,581,250 Warrants Dated as of January 17, 2012Warrant Indenture • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec • Quebec
AMAYA GAMING GROUP INC. (the “Corporation”) and CANACCORD GENUITY CORP. (“Canaccord Genuity”) and COMPUTERSHARE TRUST COMPANY OF CANADA (the “Special Warrant Agent”) SPECIAL WARRANT INDENTURE Providing for the Issue of Special Warrants Dated as of...Special Warrant Indenture • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec • Quebec
Confidentiality AgreementConfidentiality Agreement • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec
We understand that you Amaya Gaming Group Inc (“Buyer”) wish to investigate the business and assets of the Company and its Group in connection with the proposed acquisition of the issued and to be issued share capital of the Company (the “Transaction”). We, the Company, wish to ensure that Confidential Information revealed to you in the course of the negotiations between us remains confidential and is not used by you or any member of your Group for any purpose other than the proposed Transaction.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec
AMAYA GAMING GROUP INC. (the “Corporation”) and COMPUTERSHARE TRUST COMPANY OF CANADA (the “Debenture Agent”) DEBENTURE INDENTURE Dated as of January 17, 2012Debenture Indenture • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec • Quebec
The Convertible Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Convertible Debentures of any denomination may be exchanged for an equal aggregate principal amount of Convertible Debentures in any other authorized denomination or denominations.
BRIDGE LOAN AGREEMENT dated as of January 30, 2012 Among AMAYA GAMING GROUP INC. as Borrower - and – DIOCLES CAPITAL INC. as Lender UP TO C$5,500,000 BRIDGE LOANBridge Loan Agreement • February 21st, 2012 • Amaya Gaming Group Inc. • Services-business services, nec • Quebec
THIS AGREEMENT is made as of January 30, 2012 among Amaya Gaming Group Inc., a corporation incorporated under the laws of Quebec, as borrower (the “Borrower”) and Diocles Capital Inc., a corporation incorporated under the laws of Ontario, as lender (the “Lender”).
