FIRST LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among AMAYA GAMING GROUP INC., as Parent, AMAYA HOLDINGS COÖPERATIVE U.A., as Holdings, AMAYA HOLDINGS B.V., as Dutch Borrower and AMAYA (US) CO-BORROWER, LLC, as Co-Borrower The Several Lenders...First Lien Credit Agreement • May 26th, 2015 • Amaya Inc. • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 1, 2014 (this “Agreement”), is made by and among AMAYA GAMING GROUP INC., a company incorporated under the laws of Quebec (“Parent”), AMAYA HOLDINGS COÖPERATIEVE U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), AMAYA HOLDINGS B.V., a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.
VOTING SUPPORT AGREEMENTVoting Support Agreement • May 26th, 2015 • Amaya Inc.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2015 • Amaya Inc. • Quebec
WHEREAS the Corporation issued on the date hereof to each of the Holders listed in Schedule A Convertible Preferred Shares (as defined herein), Common Shares (as defined herein) and Warrants (as defined herein) pursuant to a subscription agreement made as of July 31, 2014 between, among others, the Corporation, GSO Capital Partners LP and the Holders Listed in Schedule A.
STOCK PURCHASE AGREEMENT Dated as of March 30, 2015 by and among AGS, LLC, AMAYA INC. and CADILLAC JACK, INC.Stock Purchase Agreement • May 26th, 2015 • Amaya Inc. • New York
This Stock Purchase Agreement, dated March 30, 2015, (as amended or otherwise modified in accordance with the terms hereof, this “Agreement”), by and among AGS, LLC, a Delaware limited liability company (“Purchaser”), Amaya Inc., a corporation organized under the laws of Quebec (“Seller”), and Cadillac Jack, Inc., a Georgia corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2015 • Amaya Inc.
The funds and/or accounts listed in Schedule A hereto (collectively, the “Purchasers” and each individually, a “Purchaser”), each of which is managed or advised by GSO Capital Partners LP (“GSO”) or its affiliates, understand that Amaya Gaming Group Inc. (the “Corporation”) proposes to issue and sell to the Purchasers (in the aggregate), on a private placement basis: (i) the Relevant Number of Preferred Shares (as defined below) of the Corporation (as set forth in Schedule A) (the “Offered Preferred Shares”) at a price of CDN$1,000 per Convertible Preferred Share for aggregate gross proceeds of U.S.$600,000,000 and (ii) the Relevant Number of Common Shares of the Corporation (as set forth in Schedule A) (the “Offered Common Shares”) at a price of CDN$20 per Common Share for aggregate gross proceeds of U.S.$55,000,000 (the issuance of the Offered Preferred Shares and the Offered Common Shares, together, the “Issuance”), as set forth in Schedule A hereto.
VOTING DISENFRANCHISEMENT AGREEMENTVoting Disenfranchisement Agreement • May 26th, 2015 • Amaya Inc.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:
AMAYA GAMING GROUP INC. - and - CANACCORD GENUITY CORP. - and - COMPUTERSHARE TRUST COMPANY OF CANADA SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issuance of Subscription Receipts Dated as of July 7, 2014Subscription Receipt Agreement • May 26th, 2015 • Amaya Inc.
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Subscription Receipt Agent”)
UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2015 • Amaya Inc.
This Letter Agreement shall be governed by and construed in accordance with the laws of Province of Québec, without regard to the conflict of laws principles thereof.
SECOND LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among AMAYA GAMING GROUP INC., as Parent, AMAYA HOLDINGS COÖPERATIEVE U.A., as Holdings, AMAYA HOLDINGS B.V., as Dutch Borrower and AMAYA (US) CO-BORROWER, LLC, as Co- Borrower The Several...Second Lien Credit Agreement • May 26th, 2015 • Amaya Inc. • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 1, 2014 (this “Agreement”), is made by and among AMAYA GAMING GROUP INC., a company incorporated under the laws of Quebec (“Parent”), AMAYA HOLDINGS COÖPERATIEVE U.A., a coöperatie met uitgesloten aansprakelijkheid incorporated under the laws of the Netherlands (“Holdings”), AMAYA HOLDINGS B.V., a besloten vennootschap incorporated under the laws of the Netherlands (the “Dutch Borrower”), AMAYA (US) CO-BORROWER, LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
STOCK PURCHASE AGREEMENT Dated June 10, 2013 by and among Amaya Americas Corporation, Diamond Game Enterprises, James Breslo and Roy JohnsonStock Purchase Agreement • May 26th, 2015 • Amaya Inc. • New York
This Stock Purchase Agreement, dated June 10, 2013, as amended or otherwise modified (this “Agreement”), by and among Amaya Americas Corporation, a Delaware corporation (“Buyer”), Diamond Game Enterprises, a California corporation (the “Company”), James Breslo, an individual resident in the State of California (“Breslo”), Roy Johnson, an individual resident in the State of Washington (“Johnson” and, together with Breslo, “Sellers” and each individually, a “Seller”), and Johnson as Sellers’ representative (“Sellers’ Representative”).
REVENUE GUARANTEE AGREEMENTRevenue Guarantee Agreement • May 26th, 2015 • Amaya Inc. • Ontario
GAMING PORTALS LIMITED, a limited liability company formed and registered in Ireland (Number 444178) having its registered office at 3rd Floor, Marine House, Clanwilliam Place, Dublin, 2, Ireland (“GPL”),
UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2015 • Amaya Inc.
Canaccord Genuity Corp. (“Canaccord Genuity”) understands that Amaya Gaming Group Inc. (the “Corporation”) proposes to issue and sell to Canaccord Genuity, on a bought deal private placement basis, Preferred Shares (as defined herein) at a price of CAD$1,000 per Preferred Share (the “Offering Price”) for aggregate gross proceeds of USD$179,166,897.06 (the “Offering”). The number of Preferred Shares to be issued by the Corporation under the Offering is 194,414 Preferred Shares (the “Offered Preferred Shares”), which has been determined by dividing CAD$194,413,753.62 (the Canadian dollar equivalent of USD$179,166,670 with the applicable exchange rate being the Bank of Canada’s U.S. dollar/Canadian dollar noon spot rate in effect on July 29, 2014, being $1 USD = $1.0851 CAD) by the Offering Price.
