AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG KOMISIUM LIMITED, LOGFLEX MT HOLDING LIMITED, NOVIBET PLC, NOVIBET MERGER SUB INC. AND ARTEMIS STRATEGIC INVESTMENT CORPORATION DATED AS OF MARCH 30, 2022Agreement and Plan of Reorganization • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 30, 2022, by and among Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued Company Ordinary Shares (the “Company Shareholder”), Logflex MT Holding Limited, a limited liability company registered under the laws of Malta with company registration number C 77769 and having its registered office at 170, Pater House, Level 1 (Suite A191), Psaila Street, Birkirkara, BKR 9077, Malta and a direct, wholly-owned subsidiary of the Company Shareholder (the “Company”), Novibet PLC, a United Kingdom public limited company and a direct, wholly-owned subsidiary of the Company Shareholder (“PubCo”), Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”). Each of the Company Shareholder, the Company, PubCo, Merger Sub an
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into and effective as of [●], 2022, by and among Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”), Novibet PLC, a United Kingdom public limited company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as warrant agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
Investors AgreementInvestors Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • England
This Investors Agreement (this “Agreement”) is entered into this [●] day of [●], 2022, by and among Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus (the “Company Shareholder”), and Novibet PLC, a United Kingdom public limited company (“PubCo”). The Sponsor, the Company Shareholder, PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on March 30, 2022 by Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”) and Logflex MT Holding Limited, a limited liability company registered under the laws of Malta with company registration number C 77769 (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement referenced below.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made as of [●], 2022 by and among Novibet PLC, a United Kingdom public limited company (the “Company”), each of the other persons or entities listed on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Securityholders, each a “Holder” and, collectively, the “Holders”).
