Common use of Reorganization Transactions Clause in Contracts

Reorganization Transactions. In furtherance and not in limitation of Section 4.05(a), Seller shall, and shall cause the Business Subsidiaries to, use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions of the Reorganization Agreement and applicable Law. Seller shall provide Purchaser information regarding the Reorganization Transactions in accordance with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect to all material activity concerning the status of the Reorganization Transactions. Seller will not (i) terminate the Reorganization Agreement, (ii) amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (i) through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Reorganization Transactions. Table of Contents

Reorganization Transactions. In furtherance The Reorganization Transactions have received all necessary approvals of the shareholders and the board of directors of the Company and GAN UK. The Scheme has received all necessary approvals of the High Court and the High Court has issued the Court Order, a copy of which has been furnished to counsel of the Underwriters and which has not been modified or rescinded in limitation any respect. The Scheme, which is conditional on execution of Section 4.05(a)this Agreement, Seller shallwill become effective upon the delivery of the Court Order with the Registrar of Companies in England and Wales. The ordinary shares to be issued by the Company as part of the Scheme have been duly authorized by the Company, and, when issued and shall cause the Business Subsidiaries to, use reasonable best efforts to complete the Reorganization Transactions, subject to and exchanged in accordance with the terms and conditions of the Reorganization Agreement Scheme, will have been validly issued and will be fully paid, will be issued in material compliance with all applicable Lawfederal, state and foreign securities laws and will not be issued in violation of or subject to any preemptive right or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver, as applicable, has been delivered to counsel to the Underwriters). Seller shall provide Purchaser information regarding When the Scheme becomes effective, the Company will be the registered holder of the entire issued share capital of GAN UK and, indirectly, each subsidiary of GAN UK and there will be no outstanding securities convertible, directly or indirectly, into the right to receive share capital of GAN UK. The ordinary shares in GAN UK held by the Company following the Reorganization Transactions will be credited as fully paid and free and clear from all Liens. The information in accordance the shareholder circular prepared and distributed in connection with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect the Scheme complied as to form in all material activity concerning respects with all applicable legal requirements and, at and from the status time of its distribution until the time of approval of the Reorganization Transactions. Seller will Scheme by the shareholders of GAN UK, did not (i) terminate contain an untrue statement of a material fact or omit to state a material fact necessary to make the Reorganization Agreement, (ii) amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance)statements therein, in the cases light of clauses (i) through (iii)the circumstances under which they are made, without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Reorganization Transactions. Table of Contentsnot misleading.

Reorganization Transactions. In furtherance and not in limitation of Section 4.05(a), Seller shall, and shall cause the Business Subsidiaries to, use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions of the Reorganization Agreement and applicable Law. Seller shall provide Purchaser information regarding the Reorganization Transactions in accordance with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect to all material activity concerning the status of the Reorganization Transactions. Seller will not (i) terminate the Reorganization Agreement, (ii) amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (i) through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Reorganization Transactions. Table of Contents.

Reorganization Transactions. In furtherance (a) Prior to the Closing Date, at the Sellers’ sole cost and not expense, the Sellers shall, or shall cause the Company or a Company Subsidiary to, use their reasonable best efforts to transfer to Deutsche Boerse Systems Inc. or another Person that will remain a direct or indirect Subsidiary of a Seller after the Closing all of the Company’s or any Company Subsidiaries’ right, title and interest in limitation of Section 4.05(aand to the Excluded Assets. Sellers currently contemplate that such transfer shall occur as described in Schedule 6.11(a), Seller and, to the extent that they desire to change the manner of such transfer, Sellers shall inform the Buyer of such change prior to undertaking such transfer. To the extent that any transfer contemplated by this Section 6.11(a) shall not have been consummated prior to the Closing Date, the parties shall, at the Sellers’ sole cost and expense, use their reasonable best efforts to effect such transfer as soon as possible following the Closing Date. The parties and their respective Subsidiaries shall cooperate and use their reasonable best efforts to seek to obtain, in accordance with applicable Law, any necessary authorizations, approvals, consents, waivers and/or conditions for the transfer of such Excluded Assets to the fullest extent permitted by applicable Law; provided, that, neither the Buyer nor its Affiliates (including the Company and the Company Subsidiaries) shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent. In the event that any such transfer has not been consummated prior to the Closing Date, from and after the Closing Date, at the Sellers’ sole cost and expense, the Buyer shall, and shall cause the Business Company and the Company Subsidiaries to, thereafter hold such Excluded Assets in trust for the use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions benefit of the Reorganization Agreement Sellers (at the expense of the Sellers). In addition, at the Sellers’ sole cost and expense, the Buyer shall, and shall cause the Company and the Company Subsidiaries to, insofar as reasonably possible and to the extent permitted by applicable Law. Seller shall provide Purchaser information regarding , treat such Excluded Asset in the Reorganization Transactions in accordance ordinary course of business consistent with Section 4.03(a) past practice and keep Purchaser take such other actions as may be reasonably informed on a timely basis with respect to all material activity concerning requested by the status Sellers (at the expense of the Reorganization Transactions. Seller will not (i) terminate the Reorganization Agreement, (ii) amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwiseSellers), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (i) through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Reorganization Transactions. Table of Contents.

Reorganization Transactions. In furtherance and not in limitation of Section 4.05(a), Seller The Company shall, and shall cause the Business its Subsidiaries to and shall use its commercially reasonable efforts to cause its and their respective Representatives to, use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions of the Reorganization Agreement and applicable Law. Seller shall provide Purchaser information regarding the Reorganization Transactions in accordance with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect to all material activity concerning basis, upon the status reasonable request of the Reorganization Transactions. Seller will not (i) terminate the Reorganization Agreement, (ii) amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser Parent or any of its Subsidiaries Affiliates, provide cooperation in connection with any (including from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advancei) or (iii) permit the (A) extension reorganization of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser Company’s or any of its Subsidiaries (including from a Tax perspective Subsidiaries’ corporate structure, capital structure, business or otherwise)operations, or (ii) sale, transfer, assignment, abandonment or other disposition of securities, assets, rights or businesses of the Transactions Company or any of its Subsidiaries, in each case, to be completed or effective at or immediately prior to (but subject to the occurrence of) the Effective Time (a “Reorganization Transaction”); provided, thatthat the Company shall, if such adverse impact is reasonably expected to be only de minimis in natureand shall cause its Subsidiaries to, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (i) through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a Parent and its counsel reasonable opportunity to review and comment on all substantive any documentation relating related to a Reorganization Transaction prior to the Reorganization Transactionsexecution and delivery thereof, which documentation shall be subject to the prior approval of Parent; provided, further, however, that nothing in this Section 6.23 shall require such cooperation to the extent it would, or would be likely to, (A) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (B) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (C) require the Company or any of its Subsidiaries to enter into or approve any documentation that does not take effect subject to the occurrence of the Closing, or (D) require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity (other than any indemnity that Parent commits to reimburse or indemnify the Company for). Table of ContentsThe foregoing activities will not delay the Closing beyond the date that it is required to occur under Section 1.2.