SHARE EXCHANGE AGREEMENT BY AND AMONG GAN LIMITED, VINCENT GROUP PLC, THE SHAREHOLDERS OF VINCENT GROUP PLC, AND THE SELLERS’ REPRESENTATIVE Dated as of November 15, 2020Share Exchange Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of November 15, 2020 (the “Execution Date”), by and among GAN Limited, a Bermuda public limited company (the “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (the “Company”), the holders of Shares and other equity interests in the Company and option holders of StayCool whose signatures appear on this signature page of this Agreement or a subsequent joinder to this Agreement (each a “Seller” and collectively the “Sellers”), and Lars Carl Fabian Qvist (the “Sellers’ Representative”), with respect to the following facts:
Exchange Offer to Vincent Group p.l.c.Share Exchange Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc.
We are GAN Limited, a Bermuda public company (“GAN”) and are delighted to have entered into a Share Exchange Agreement dated November 15, 2020 (the “Share Exchange Agreement”) with Vincent Group p.l.c., a Malta public limited company (“Coolbet”) where GAN has offered to acquire all of the outstanding equity interests in Coolbet (along with all of the outstanding options in StayCool OÜ, an Estonia private limited company (“StayCool”)) on the terms and subject to the exceptions contained in the Share Exchange Agreement and summarized in this Exchange Offer (the “Offer”).
JOINDER AGREEMENTJoinder Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc.
This Joinder Agreement relates to the Share Exchange Agreement, dated November 15, 2020, (the “Share Exchange Agreement”), by and among GAN Limited, a Bermuda public limited company, Vincent Group p.l.c., a Malta public limited company (the “Company”), the Sellers’ Representative and each of the other parties who have joined or will join the Share Exchange Agreement as a Seller.
ACCEPTANCE AGREEMENT FOR OPTIONS FOR SHARES OF VINCENT GROUP p.l.c. PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED NOVEMBER 15, 2020, AMONG GAN LIMITED, VINCENT GROUP p.l.c., AND THE SELLERS’ REPRESENTATIVEAcceptance Agreement for Options for Shares • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Acceptance Agreement (this “Acceptance Agreement”) is being sent in connection with the Share Exchange Agreement (the “Share Exchange Agreement”), dated November 15, 2020, by and among GAN Limited, a Bermuda public limited company (“GAN” or “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (“Coolbet”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers (the “Sellers’ Representative”), attached hereto as Exhibit A, providing for, among other things, the purchase by GAN of all outstanding equity interests in Coolbet.
ACCEPTANCE AGREEMENT FOR SHARES OF VINCENT GROUP p.l.c. PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED NOVEMBER 15, 2020, AMONG GAN LIMITED, VINCENT GROUP p.l.c., AND THE SELLERS’ REPRESENTATIVEAcceptance Agreement • December 7th, 2020 • GAN LTD • Services-computer programming, data processing, etc. • New York
This Acceptance Agreement (this “Acceptance Agreement”) is being sent in connection with the Share Exchange Agreement (the “Share Exchange Agreement”), dated November 15, 2020, by and among GAN Limited, a Bermuda public limited company (“GAN” or “Buyer”), Vincent Group p.l.c., a Malta public limited liability company (“Coolbet”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers (the “Sellers’ Representative”), attached hereto as Exhibit A, providing for, among other things, the purchase by GAN of all outstanding equity interests in Coolbet.
