UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 22, 2022

Date of Report (Date of earliest event reported)

IG ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (917) 765-5588

N/A

(Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On September 22, 2022, IG Acquisition Corp., a Delaware corporation (“IGAC”), PlayUp Limited, an Australian public company (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”) entered into a Business Combination Agreement (the “BCA”) and IGAC, the Company and Parent entered into a Scheme Implementation Deed (“SID”). The following descriptions of the BCA and SID do not purport to be complete and are qualified in their entirety by reference to the full text of the BCA and SID, copies of which are included as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Business Combination Agreement and Scheme Implementation Deed

Subject to the terms and conditions set forth in the BCA and the SID, including the approval of IGAC’s stockholders, the parties thereto will enter into a business combination transaction (the “Proposed Business Combination”), pursuant to which, among other things Merger Sub shall be merged with and into IGAC with IGAC continuing as a direct, wholly-owned subsidiary of Parent.

Under the SID, the Company has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act (“Scheme”) and capital reduction which, if implemented, will result in all shares in the Company being cancelled in return for the issue of ordinary shares of Parent (“Parent Shares”), with Parent then being issued a share in the Company (“Company Shares”) (resulting in the Company becoming a wholly owned subsidiary of Parent), subject to Company shareholder approval, Australian court approval and the satisfaction of various conditions.

Consideration

Subject to the terms and conditions set forth in the BCA and the SID, shareholders of the Company will receive, in exchange for each Company Share, a number of Parent Shares equal to (a) 35,000,000 divided by, (b) a number equal to, as of the Record Date (as defined in the SID), (i) the total number of Company Shares on issue plus (ii) the total number of Company Shares issuable upon the conversion of options (other than unvested options issued to the Company’s employees), convertible notes and any other outstanding securities or rights that are convertible into Company Shares.

Under the BCA, in connection with the merger of Merger Sub with and into IGAC, (a) each share of IGAC’s Class A common stock, par value $0.0001 per share (“IGAC Class A Stock”) (other than any shares of IGAC Class A Stock issued upon any automatic conversion of the IGAC’s Class B common stock, par value $0.0001 per share (“IGAC Class B Stock”) pursuant to Section 4.3(b) of IGAC’s Certificate of Incorporation (“Class A Conversion Stock”)) will be cancelled and converted into the right to receive one Parent Share, (b) all shares of IGAC’s Class B Stock (and any shares of Class A Conversion Stock) will be converted into the right to receive an aggregate number of Parent Shares equal to the greater of (i) 2,500,000 and (ii) 5.75% of the total number of Parent Shares outstanding as of the closing of the Proposed Business Combination, (c) warrants held by public stockholders of IGAC will become exercisable for Parent Shares following the consummation of the Proposed Business Combination (“Parent Warrants”) and (d) private placement warrants held by IG Sponsor LLC (the “Sponsor”) will be cancelled, in each case, in accordance with the terms of the BCA.

Representations and Warranties

The BCA and SID, collectively, contain customary representations and warranties of the parties thereto with respect to the parties, the transactions contemplated by the BCA and the SID and their respective business operations and activities. The representations and warranties in the BCA and SID shall terminate and expire upon the occurrence of the closing of the transactions contemplated thereby.

Covenants

The BCA and SID, collectively, contain customary covenants of the parties thereto, including: (a) the requirement to use reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Proposed Business Combination and the Scheme, (b) preparation and filing of a Registration Statement on Form F-4 with respect to the Parent Shares and Parent Warrants issuable in connection with the Proposed Business Combination, which Form F-4 will contain the proxy statement/prospectus for IGAC stockholders (the “Proxy Statement/Prospectus”); (c) restrictions on the conduct of the Company’s, IGAC’s and Parent’s respective businesses and (d) exclusivity provisions requiring, subject to certain exceptions, that the Company ensure that neither it nor any of its representatives solicits, invites, facilitates, encourages or initiates any Competing Proposal (as defined in the SID) and that IGAC will not, and will direct its representatives acting on its behalf not to, directly or indirectly, (i) solicit or initiate any inquiry, indication of interest, proposal or offer from any third party relating to a SPAC Competing Transaction (as defined in the BCA), (ii) participate in any discussions or negotiations with a third party regarding, or furnish or make available to a third party any information relating to the IGAC with respect to, a SPAC Competing Transaction, or (iii) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with a third party relating to a SPAC Competing Transaction.

Conditions to Closing

Consummation of the Proposed Business Combination and the Scheme is subject to conditions that are customary for a transaction of this type, including, among others: (a) there being no temporary, preliminary or final order, decision or decree issued by any court of competent jurisdiction or government agency which restrains, prohibits, or prevents, implementation of the Scheme or the Proposed Business Combination; (b) approval by IGAC’s stockholders of certain proposals to be set forth in the Proxy Statement/Prospectus; (c) approval by the Company shareholders of the Scheme; (d) approval by an Australian court of the Scheme; (e) the Parent Shares and Parent Warrants to be issued pursuant to the BCA and the SID being approved for listing on the Nasdaq Capital Market; (e) the Form F-4 containing the Proxy Statement/Prospectus being declared effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”); and (f) the receipt of proceeds from (i) IGAC’s trust account following redemptions, (ii) equity and debt financing, together with cash available to be drawn at closing from equity and debt financing, and (iii) committed but unfunded equity and debt financing, being equal to or greater than $60 million, with at least $36 million in funds available or available to be drawn at closing (the “Minimum Committed Funds Condition”).

Termination

The BCA and SID each include termination provisions.

The SID may be terminated under certain customary and limited circumstances prior to 8:00am on the Second Court Date (as defined in the SID), including: (a) by either party if the other party has materially breached the SID and the party in breach has failed to remedy the breach within ten business days (or such shorter period ending at 5:00pm on the business day before the Second Court Date) after receipt by it of a notice in writing from the terminating party setting out details of the relevant circumstances giving rise to the breach and requesting the party in breach of the SID to remedy the breach; (b) by either party if the Federal Court of Australia or another government agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Proposed Business Combination, or has refused to do anything necessary to permit the Proposed Business Combination, and the action or refusal has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect of a successful appeal or review succeeding by June 30, 2023 (the “End Date”); (c) by either or a given party under certain circumstances, when a condition to closing is not satisfied (including by the Company if the Minimum Committed Funds Condition is incapable of being satisfied by the End Date); (d) if the BCA is terminated in accordance with its terms; (e) by either party if the Effective Date (as defined in the SID) for the Scheme has not occurred, or will not occur, on or before the End Date (as defined in the SID) on or before the End Date; (f) by the Company if a director of the Company changes, withdraws, or modifies their recommendation in respect of the Scheme that shareholders of the Company vote in favour of the Scheme, provided that such director of the Company has determined in good faith (after having received advice from its external legal advisors and, if appropriate, financial advisors), that failing to change, withdraw or modify such recommendation would constitute a breach of such director’s fiduciary or statutory duties to the shareholders of the Company; or (g) if the Board of Directors of the Company determines that a Competing Proposal is a Superior Proposal (as defined in the SID).

The BCA may be terminated under certain customary and limited circumstances prior to the Second Court Date, including (a) upon termination of the SID in accordance with Section 11.1 or 11.2 thereof, with the party entitled to terminate the SID therein being entitled to terminate the BCA; (b) by mutual written consent of IGAC and the Company, (b) by either IGAC or the Company if the Effective Date has not occurred prior to the End Date, (c) by either IGAC or the Company if IGAC fails to obtain approval of certain proposals to be set forth in the Proxy Statement/Prospectus, (e) by either IGAC or the Company if the SID has been terminated in accordance with its terms, (f) by IGAC if the Company, Parent or Merger Sub has breached or failed to perform any of its covenants or agreements set forth in the BCA such that the condition requiring material compliance with covenants would not be satisfied (provided if such breach is curable by the Company, Parent or Merger Sub, IGAC may not terminate the BCA pursuant to this provision for so long as the Company, Parent or Merger Sub continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided by IGAC to the Company and the End Date) or (g) by the Company if IGAC has breached or failed to perform any of its covenants or agreements set forth in the BCA such that the condition requiring material compliance with covenants would not be satisfied (provided if such breach is curable by IGAC, the Company may not terminate the BCA pursuant to this provision for so long as IGAC continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided by the Company to IGAC and the End Date).

Related Agreements

Lock-Up Agreements

Prior to the Second Court Date, certain shareholders will enter into lock-up agreements (each, a “Lock-Up Agreement”) with Parent pursuant to which, among other things, such shareholders will agree not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any Parent Shares beneficially owned by such shareholders immediately following the closing for a period of time beginning on the closing date of the Proposed Business Combination and ending on the one-year anniversary of the closing date. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Sponsor Agreement

IGAC, the Company, Parent, Sponsor, and certain directors and officers of IGAC entered into a Sponsor Agreement (the “Sponsor Agreement”) pursuant to which the Sponsor and certain directors and officers of IGAC agreed with Parent to take, or not take, certain actions, including: (a) to vote any shares of common stock of IGAC owned by it (all such shares of common stock, the “Covered Shares”) in favor of the Proposed Business Combination and each other related proposal related at the IGAC stockholder meeting and any other special meeting of IGAC’s stockholders called for the purpose of soliciting the approval of IGAC’s stockholders in connection with the consummation of the Proposed Business Combination; (b) to vote the Covered Shares owned by it against any SPAC Competing Transaction, change in the capitalization of IGAC or any amendment of IGAC’s amended and restated certificate of incorporation except as contemplated by the BCA, and (c) not redeem any Covered Shares owned by it for redemption in connection with such shareholder approval.

Pursuant to the Sponsor Agreement, Sponsor and certain directors and officers of IGAC also agreed with Parent to certain standstill restrictions until the adjournment of third annual meeting of shareholders of Parent held following the closing of the Proposed Business Combination. These standstill restrictions include, but are not limited to, (a) engaging in any solicitation of proxies with respect to securities of Parent, (b) forming, joining or any way knowingly participating in any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to the Parent Shares, (c) depositing any Parent Shares in a voting trust or subjecting any Parent Shares to any voting agreement, (d) seeking to submit or knowingly encouraging any person or entity to seek or submit any nominations in furtherance of the appointment, election or removal of directors on the Parent board, (e) making any shareholder proposal or publicly encouraging, initiating or supporting any third party proposal in respect of business combination involving Parent, (f) seeking, alone or in concert with others, representation on the Parent board, (g) advising, knowingly encouraging, knowingly supporting or knowingly influencing any person or entity with respect to the voting or disposition of any securities Parent at a meeting of shareholders and (viii) making any request or submitting any proposal to amend the terms of the Sponsor Agreement.

The foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Registration Rights Agreement

The BCA contemplates that, prior to the Second Court Date, Parent, certain shareholders of Parent (after giving effect to the Transactions) will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) pursuant to which, among other things, Parent will agree to undertake certain shelf registration obligations in accordance with the Securities Act, and certain subsequent related transactions and obligations, including, among other things, undertaking certain registration obligations, and the preparation and filing of required documents. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated herein by reference.

Standby Equity Purchase Agreement

Concurrently with the parties entering into the BCA and SID, Parent entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which, subject to the consummation of the Proposed Business Combination, Parent has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $70 million of Parent Shares at the time of Parent’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of Parent Shares purchased at 97% of the Market Price during a one- or three-day pricing period elected by Parent. The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which Parent submits an Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of Parent Shares for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours. The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Proposed Business Combination. The foregoing description of the SEPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SEPA, a copy of which is included as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 22, 2022, IGAC and the Company issued a joint press release announcing the Proposed Business Combination. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that may be used by IGAC and the Company to discuss the Proposed Business Combination.

The foregoing (including the information presented in Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1 and Exhibit 99.2, that is provided solely in connection with Regulation FD.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on beliefs and assumptions, and on information currently available. In some cases, you can identify forward-looking statements by the following words: “positioned, ” “build,” “likely,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Proposed Business Combination, including the timing and structure of the Proposed Business Combination; the listing of Parent’s shares; the amount and use of the proceeds of the Proposed Business Combination; the Company’s future growth and innovations and offerings; the market size for digital betting and the Company’s ability to capture a share of that market; the ability of the Company to expand its market reach, including its ability to obtain new licenses and meet regulatory suitability requirements; the initial market capitalization of Parent; the amount of funds available in IGAC’s trust account as a result of stockholder redemptions or otherwise; and the anticipated benefits of the Proposed Business Combination. We cannot assure you that the forward-looking statements in this Current Report on Form 8-K will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including general economic conditions and other risks, uncertainties, and factors set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in IGAC’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022, and in the proxy statement/prospectus to be filed by Parent in connection with the Proposed Business Combination, and other filings with the SEC, as well as factors associated with companies, such as the Company, that are engaged in digital betting, including anticipated trends, growth rates and challenges in those businesses and in the markets in which they operate; the ability to complete the Proposed Business Combination due to the failure to obtain required regulatory and stockholder approvals; the failure to satisfy other closing conditions in the definitive transaction agreement in respect of the transaction or otherwise; the occurrence of any event that could give rise to the termination of the definitive transaction agreement; risks related to the uncertainty of the forecasted financial information; the outcome of any legal proceedings that may be instituted against IGAC, the Company, or Parent related to the definitive transaction agreement or the Proposed Business Combination; risks related to the performance of the Company’s business and the timing of expected business or financial milestones; unanticipated technological or project development challenges, including with respect to the cost and or timing thereof; the performance of the Company’s products; the effects of competition on the Company’s business; the failure to realize the anticipated benefits of the Proposed Business Combination; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the amount of redemption requests made by IGAC’s public stockholders; the risk that the Company may never achieve or sustain profitability; volatility in the price of IGAC’s securities; the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the Proposed Business Combination; and the risk that Parent’s securities will not be approved for listing on the Nasdaq or, if approved, maintain the listing. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by any person that the Company, IGAC or Parent will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report on Form 8-K represent our views as of the date of this Current Report on Form 8-K. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

Important Information About the Proposed Transaction and Where to Find It

A full description of the terms of the transaction will be provided in the Form F-4 to be filed with the SEC by Parent, which registration statement will include a prospectus with respect to Parent’s securities to be issued in connection with the transaction and a proxy statement with respect to the stockholder meeting of IGAC to vote on the transaction. Parent and IGAC urge investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about Parent, IGAC, the Company, and the transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of IGAC as of a record date to be established for voting on the proposed business combination. Once available, stockholders will also be able to obtain a copy of the registration statement on Form F-4—including the proxy statement/prospectus and other documents filed with the SEC— without charge by directing a request to: Parent and IGAC at 251 Park Avenue South, 8^th Floor New York, NY 10010 or via email at info@igacquisition.com . The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.

Participants in Solicitation

Parent, IGAC, the Company and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of IGAC’s stockholders in respect of the transaction. Information about the directors and executive officers of IGAC is set forth in IGAC’s filings with the SEC. Information about the directors and executive officers of Parent and the Company and more detailed information regarding the identity of all potential participants, and their direct and indirect interests by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus for the transaction when available. Additional information regarding the identity of all potential participants in the solicitation of proxies to IGAC’s stockholders in connection with the Proposed Business Combination and other matters to be voted upon at the special meeting, and their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement/prospectus, when it becomes available.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer or invitation for the sale or purchase of securities, assets, or the business described herein or a commitment to Parent, IGAC, or the Company, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the transaction or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law. Any such offer or solicitation will be made only in connection with the delivery of a prospectus meeting the requirements of the Securities Act or exemptions therefrom.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

7

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

IG Acquisition Corp.,

PLAYUP LIMITED,

Maple Grove Holdings Public Limited Company,

and

Project Maple Merger Sub, LLC

Dated as of September 22, 2022

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT, dated as of September 22, 2022 (this “Agreement”), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”, and together with SPAC, the Company and Parent, collectively, the “Parties” and each a “Party”).

WHEREAS, upon the terms and subject to the conditions set forth in the Scheme Implementation Deed to be entered into by and among SPAC, the Company and Parent, substantially in the form attached hereto as Exhibit A (the “SID”), Parent will acquire the Company by means of the implementation of a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) (the “PlayUp Scheme Acquisition”);

WHEREAS, the Board of Directors of the Company has unanimously (a) determined that the PlayUp Scheme Acquisition is fair to, and in the best interests of, the Company, declared its advisability and approved this Agreement and the SID, and proposes to seek the approval of its shareholders to approve the PlayUp Scheme Acquisition in accordance with the SID, and (b) recommended the approval of the PlayUp Scheme Acquisition by the shareholders of the Company;

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Delaware Limited Liability Company Act (the “DLLCA”), the Irish Companies Act 2014 (the “ICA”), and the Corporations Act, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors of SPAC (the “SPAC Board”) has unanimously (a) determined that the Merger is fair to, and in the best interests of, SPAC and its stockholders and has approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (b) recommended the approval and adoption of this Agreement and the Merger by the stockholders of SPAC;

WHEREAS, the sole member of Merger Sub has approved the Merger and the other transactions contemplated by this Agreement;

WHEREAS, the Board of Directors of Parent (the “Parent Board”) has (a) determined that the Merger is fair to, and in the best interests of, Parent and its shareholder and has approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (b) recommended the approval and adoption of this Agreement and the Merger by the shareholder of Parent;

WHEREAS, the shareholder of Parent has approved the Merger and the other transactions contemplated by this Agreement;

WHEREAS, prior to the Second Court Date, Parent and certain shareholders of Parent (after giving effect to the Transactions) set forth on Schedule 1 shall enter into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form attached hereto as Exhibit B;

WHEREAS, prior to the Second Court Date, Parent and certain shareholders of Parent (after giving effect to the Transactions) set forth on Schedule 2 shall enter into a lock-up agreement (the “Lock-up Agreement”) substantially in the form attached hereto as Exhibit C (which, for the avoidance of doubt, shall specify the term of lock-up and certain other provisions for each signatory);

WHEREAS, contemporaneously with the execution of this Agreement, the Sponsor has entered into an agreement with SPAC and the Company (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed, among other things, to vote all of its SPAC Shares in favor of this Agreement and the Transactions; and

WHEREAS, on September 6, 2022, SPAC filed a definitive proxy statement with the SEC proposing to amend the SPAC’s amended and restated certificate of incorporation to extend the date by which the SPAC may consummate an initial business combination for six months, from October 5, 2022 to April 5, 2023 (the “Initial Extension Date”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I
DEFINITIONS

Section 1.01. Certain Definitions. For purposes of this Agreement:

“Action” means litigation, suit, claim, charge, grievance, action, proceeding, audit, order, writ, judgment, injunction or investigation by or before any Governmental Agency.

“Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Ancillary Agreements” means the the Registration Rights Agreement, the Lock-up Agreement, the Sponsor Support Agreement, the SID, the Deed Poll, the SPAC Deed Poll, and all other agreements, certificates and instruments executed and delivered by SPAC, Parent, Merger Sub, or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in any of (i) the City of New York, United States of America, (ii) Sydney, Australia or (iii) Dublin, Ireland; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Agency if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Code” means the Internal Revenue Code of 1986, as amended.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Deed Poll” has the meaning ascribed to such term in the SID.

“Effective Date” has the meaning ascribed to such term in the SID.

“Employee Benefit Plan” means any plan that is a bonus, stock option, stock purchase, restricted stock, phantom stock, other equity-based compensation arrangement, performance award, incentive, deferred compensation, pension scheme or insurance, retiree medical or life insurance, death or disability benefit, health or welfare, retirement, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements, whether written or unwritten.

“End Date” has the meaning ascribed to such term in the SID.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Agency” has the meaning ascribed to such term in the SID.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Agency.

“Lien” means any lien, security interest, mortgage, pledge, charge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable securities laws).

“Merged Group” has the meaning ascribed to such term in the SID.

“non-assessable” means, in relation to Parent, that a holder of Parent Ordinary Shares will not by reason of merely being such a holder, be subject to assessment or calls by Parent or its creditors for further payment on such shares.

“Parent Ordinary Shares” means the ordinary shares of Parent, with a par value of $0.0001 each.

“Parent Public Warrant” means one warrant to acquire one (1) Parent Ordinary Share at an exercise price of $11.50 per share.

“Parent Registration Statement” means the registration statement on Form F-4 (or another applicable form if agreed by the Parties) to be filed by Parent in connection with the registration under the Securities Act of the Parent Ordinary Shares and Parent Public Warrants to be issued in connection with the Merger and the PlayUp Scheme Acquisition.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means an individual, corporation, company, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“PlayUp Material Adverse Effect” has the meaning ascribed to such term in the SID.

“Redemption Rights” means the redemption rights provided for in the SPAC formation documents.

“Registration Statement / Proxy Statement” means the Parent Registration Statement and SPAC Proxy Statement.

“Relevant Company” means a Relevant Company in the meaning of the Irish Takeover Panel Act, 1997.

“SEC” means the Securities and Exchange Commission.

“Second Court Date” has the meaning ascribed to such term in the SID.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“SPAC Class A Common Shares” means shares of SPAC’s Class A common stock, par value $0.0001 per share.

“SPAC Class B Common Shares” means shares of SPAC’s Class B common stock, par value $0.0001 per share.

“SPAC Competing Transaction” means any (i) issuance to a third party in any newly issued equity interest, including options, warrants or other rights regarding equity interests, in SPAC outside the ordinary course of business, (ii) sale or transfer to a third party of more than 50% of the currently outstanding equity interests in SPAC, (iii) sale or transfer of all or a material portion of the assets of the SPAC and its subsidiaries on a consolidated basis to a third party, (iii) merger or business combination between SPAC or any of its subsidiaries, on the one hand, and a third party, on the other hand, (iv) any “initial business combination” under SPAC’s initial IPO prospectus with any third party (other than with the Company or its affiliates), (v) any competitive bid process (for example, processes known in the industry as a “SPAC-off”) in which SPAC participates, or (vi) SPAC’s entry into any non-disclosure agreement, preliminary indication of interest, exclusivity agreement or non-binding letter of intent, in each case, with respect to any of the foregoing.

“SPAC Deed Poll” has the meaning ascribed to such term in the SID.

“SPAC Private Warrants” means each warrant issued in private placements at the time of the consummation of the IPO, entitling the holder thereof to purchase one SPAC Class A Common Share at an exercise price of $11.50 per share.

“SPAC Proposals” has the meaning ascribed to such term in the SID.

“SPAC Proxy Statement” means the proxy statement to be sent to stockholders of SPAC for the purpose of obtaining approval of the SPAC Proposals.

“SPAC Public Units” means the units issued in the IPO, with each unit issued therein including (a) one SPAC Class A Common Share and (b) one-half of a warrant, with whole warrants entitling the holder thereof to purchase one SPAC Class A Common Share at an exercise price of $11.50 per share.

“SPAC Public Warrants” means each warrant issued as a component of SPAC Public Units.

“SPAC Stockholder Approval” has the meaning ascribed to such term in the SID.

“SPAC Stockholder Meeting” has the meaning ascribed to such term in the SID.

“SPAC Shares” means SPAC Class A Common Shares and SPAC Class B Common Shares.

“SPAC Stockholder Redemption Amount” means the aggregate amount of cash proceeds required to satisfy any exercise by stockholders of SPAC of the Redemption Rights.

“SPAC Warrants” means the SPAC Public Warrants and the SPAC Private Warrants.

“Sponsor” means IG Sponsor LLC.

“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any Affiliate in which such Person, directly or indirectly, through one or more intermediaries owns or controls more than fifty percent (50%) of such Affiliate’s equity interests measured by voting power.

“Tax” or “Taxes” means any and all taxes, levies, duties, withholdings, assessments, fees or other charges, in each case in the nature of taxes, imposed, administered or collected by any Governmental Agency, including wage taxes, income taxes, corporate taxes, capital gains taxes, franchise taxes, sales taxes, use taxes, payroll taxes, employment taxes, withholding taxes, value added taxes, gross receipts taxes, turnover taxes, environmental taxes, car taxes, energy taxes, customs and other import or export duties, escheat or unclaimed property obligations, excise duties, transfer taxes or duties, property taxes, capital taxes, or duties, social security or other similar contributions, together with all related interest, fines, penalties, costs, charges and surcharges, whether disputed or not.

“Transactions” means the Merger, the PlayUp Scheme Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Trust Fund” means the trust account maintained pursuant to that certain Investment Management Trust Agreement, by and between Continental Stock Transfer & Trust Company (the “Trustee”) and SPAC, dated as of September 30, 2020 (such agreement, the “Trust Agreement”).

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to SPAC in connection with its due diligence investigation of the Company relating to the Transactions.

Section 1.02. Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Section 1.03. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and (ix) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP for matters with respect to SPAC or Merger Sub, and IFRS with respect to the Company and Parent.

(e) The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided to the Party to which such information or material is to be provided or furnished (i) in the Virtual Data Room set up by the Company in connection with this Agreement or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form, in each case no later than one (1) day prior to the date hereof.

(f)   Cross-references in the provisions of the SID incorporated herein by reference shall remain references to the applicable provisions of the SID rather than provisions of this Agreement.

Article II
MERGER and PlayUp Scheme Acquisition

Section 2.01. PlayUp Scheme Acquisition.

(a) Upon the terms and subject to the conditions set forth in the SID, the Parties shall consummate the PlayUp Scheme Acquisition.

Section 2.02. Merger.

(a) SPAC Merger Effective Time; Closing.

(i) SPAC shall cause the Merger to be consummated (such consummation, the “Closing” and the date on which the Closing occurs, the “Closing Date”) by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, which shall become effective upon filing with the Secretary of State of Delaware or at such later time as agreed upon by the Parties and set forth therein (which such effective time shall in any event be immediately following the consummation of the PlayUp Scheme Acquisition (which, for the avoidance of doubt, shall be after the Effective Date and immediately prior to the issuance of the Scheme Consideration (as defined in the SID)) (such time, the “SPAC Merger Effective Time”). Upon the terms and subject to the conditions set forth in Article VIII, and in accordance with the DGCL and the DLLCA, at the SPAC Merger Effective Time, Merger Sub shall be merged with and into SPAC by operation of law. As a result of the Merger, the separate existence of Merger Sub shall cease and SPAC shall continue as the surviving entity of the Merger (the “Surviving SPAC”) by operation of the laws of the State of Delaware.

(ii) At the SPAC Merger Effective Time, the effects of the Merger shall be as provided in the applicable provisions of the DGCL, the DLLCA, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of SPAC and Merger Sub shall vest in the Surviving SPAC by operation of law, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving SPAC by operation of law.

(b) Certificate of Incorporation; Bylaws.

(i) At the SPAC Merger Effective Time, the amended and restated certificate of incorporation of SPAC shall be amended and restated to be in the form of Exhibit D attached hereto (the “SPAC Second A&R Certificate of Incorporation”) and, as so amended and restated, shall be the certificate of incorporation of the Surviving SPAC, until thereafter amended as provided by Law and such SPAC Second A&R Certificate of Incorporation.

(ii) Each of the Parties shall take all such action within its power as many be necessary or appropriate such that, at the SPAC Merger Effective Time, the bylaws of SPAC, as in effect immediately prior to the SPAC Merger Effective Time, shall be amended and restated in the form of Exhibit E attached hereto and, as so amended and restated, shall be the bylaws of the Surviving SPAC, until thereafter amended as provided by Law, the SPAC Second A&R Certificate of Incorporation of the Surviving SPAC and such bylaws, as applicable.

(iii)  Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, at the Closing, Parent’s existing Memorandum and Articles of Association shall be amended and restated in the form of Exhibit F attached hereto and, as so amended and restated, shall be the Memorandum and Articles of Association of Parent, until thereafter amended as provided by Law and the Memorandum and Articles of Association (the “Parent Amended and Restated Memorandum and Articles of Association”), which shall, among other matters, (A) provide that the name of Parent shall be changed to such name as is agreed by the Parties and (B) provide for size and structure of the Parent Board in accordance with Section 2.02(c).

(c) Directors and Officers; Advisory Committee.

(i) Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, effective as of the Closing, the Parent Board shall consist of seven (7) members, or such lesser number as may be determined by the Company in its sole discretion; (A) one (1) member of the Parent Board shall be designated by the Sponsor, which member shall be Bradley Tusk, and (B) the remaining members of the Parent Board shall be designated by the Company in advance of the Closing. Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, effective as of the Closing, the Company shall designate Bradley Tusk as chairperson of the Parent Board and appoint Daniel Simic as Chief Executive Officer of the Company and Christian Goode as President of the Company’s U.S. business. Each of SPAC and the Company may, with the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), replace any individual designated thereby with any other individual prior to the Closing.

(ii) Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, prior to the filing of the Registration Statement / Proxy Statement with the SEC, the following persons shall be appointed to the following roles: (A) SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company) on the directors to be appointed to serve, effective as of the Closing, on the compensation, audit and nominating and corporate governance committees of the Parent Board, and the chairs thereof; and (B) the Company shall designate the persons to be appointed officers of each entity of the Merged Group effective immediately after the Closing; provided, that current members of the Company’s management will continue to serve in their respective roles and capacities.

(iii) In accordance with the Parent Amended and Restated Memorandum and Articles of Association, the Parent Board shall be a classified board with three classes of directors, with:

(A) a first class of directors (the “Class I Directors”), consisting of two directors (both of whom shall be Company designees), initially serving a term effective from the Closing until the first annual meeting of the shareholders of Parent held after the Closing (but any subsequently elected Class I Directors serving a three (3)-year term);

(B) a second class of directors (the “Class II Directors”), consisting of three directors (two of whom shall be Company designees and one of whom shall be a Sponsor designee), initially serving a term effective from the Closing until the second annual meeting of the shareholders of Parent held following the Closing (but any subsequently elected Class II Directors serving a three (3)-year term); and

(C) a third class of directors (the “Class III Directors”), consisting of two directors (both of whom shall be Company designees), initially serving a term effective from the Closing until the third annual meeting of the shareholders of Parent held following the Closing (and any subsequently elected Class III Directors serving a three (3)-year term).

(d) Unit Separation. Each of the Parties shall take all such action within its power as many be necessary or appropriate such that, effective of the Closing, immediately prior to the SPAC Merger Effective Time, the holder of each SPAC Public Unit shall be deemed to hold such SPAC Public Unit’s constituent parts; provided that if a holder of SPAC Public Units would be entitled to receive a fractional SPAC Public Warrant upon the separation of such SPAC Public Units, then the number of SPAC Public Warrants that such holder shall be deemed to hold shall be rounded down to the nearest whole number.

(e) Conversion of SPAC Securities. Subject to Section 2.03(b) and the other terms of this Agreement, at the SPAC Merger Effective Time, by virtue of the Merger, the DGCL, the DLLCA and the ICA, and without any action on the part of any Party or the holder of any of their securities (other than the issuance and delivery of the relevant securities by Parent as provided for in Section 2.03), (i) SPAC Class A Common Shares and (ii) SPAC Class B Common Shares, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as follows:

(i) Each SPAC Class A Common Share (other than SPAC Class A Conversion Shares) shall, by virtue of the Merger, be automatically cancelled and converted into the right to receive one (1) validly issued, fully paid and non-assessable Parent Ordinary Share.

(ii) All outstanding SPAC Class B Common Shares (and any SPAC Class A Common Shares issued upon any automatic conversion of SPAC Class B Common Shares pursuant to Section 4.3(b) of the amended and restated certificate of incorporation of SPAC (“SPAC Class A Conversion Shares”) shall, by virtue of the Merger, be automatically cancelled and converted into the right to receive an aggregate number of validly issued, fully paid and non-assessable Parent Ordinary Shares equal to the greater of (A) 2,500,000 and (B) 5.75% of the total number of Parent Ordinary Shares outstanding as of the SPAC Merger Effective Time.

(f) Conversion of Merger Sub Shares. Each Merger Sub common unit issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving SPAC.

(g) Treatment of SPAC Public Warrants. Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, effective as of the Closing, each SPAC Public Warrant shall remain outstanding but shall be automatically adjusted to become one (1) Parent Public Warrant. Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, effective as of the Closing, each such Parent Public Warrant will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each Parent Public Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole Parent Ordinary Shares equal to the number of SPAC Class A Common Shares that were issuable upon exercise of such SPAC Public Warrant that was outstanding immediately prior to the SPAC Merger Effective Time. Each of the Parties shall take all such action within its power as may be necessary or appropriate such that, effective as of the Closing, each SPAC Private Warrant shall be automatically cancelled.

Section 2.03. Delivery of Shares

(a) On the Closing Date, Parent shall deposit, or shall cause to be deposited, with a bank or trust company that shall be designated by SPAC and is reasonably satisfactory to the Company (the “Exchange Agent”), for the benefit of the stockholders of SPAC, for exchange in accordance with this Section 2.03, the certificates representing the number of Parent Ordinary Shares sufficient to deliver the aggregate consideration payable to stockholders of SPAC payable pursuant to this Agreement (such Parent Ordinary Shares being hereinafter referred to as the “Exchange Fund”). Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable consideration payable to stockholders of SPAC out of the Exchange Fund in accordance with Section 2.02(e). The Exchange Fund shall not be used for any other purpose.

(b) The consideration payable upon conversion of the SPAC Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Shares occurring on or after the date hereof and prior to the SPAC Merger Effective Time.

(c) Any portion of the Exchange Fund that remains undistributed to the stockholders of SPAC for one year after the SPAC Merger Effective Time shall be delivered to Parent, upon demand, and any stockholders of SPAC who have not theretofore complied with this Section 2.03 shall thereafter look only to Parent for the consideration payable in accordance with Section 2.02(e). Any portion of the Exchange Fund remaining unclaimed by the applicable stockholders of SPAC as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

(d) None of the Exchange Agent, Parent or the Surviving SPAC shall be liable to any stockholder of SPAC for any such SPAC Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 2.03.

Section 2.04. Stock Transfer Books. At the SPAC Merger Effective Time, the stock transfer books of SPAC shall be closed and there shall be no further registration of transfers of SPAC Shares outstanding immediately prior to the SPAC Merger Effective Time thereafter on the records of SPAC. From and after the SPAC Merger Effective Time, the holders of stock certificates representing SPAC Shares (“Certificates”) outstanding immediately prior to the SPAC Merger Effective Time shall cease to have any rights with respect to the SPAC Shares formerly represented by such Certificates, except as otherwise provided in this Agreement or by Law. Subject to Section 2.03, on or after the SPAC Merger Effective Time, any Certificates representing SPAC Shares outstanding immediately prior to the SPAC Merger Effective Time presented to the Exchange Agent or Parent for any reason shall be cancelled.

Section 2.05. Payment of Expenses.

(a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date, the Company shall provide to SPAC a certificate executed by an executive officer of the Company setting forth the Company’s calculation of all of the following fees, expenses and disbursements incurred by or on behalf of the Company, Parent or Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to the Company, Parent and Merger Sub incurred in connection with the Transactions, and (ii) the fees and expenses of any other agent, advisor, consultant, expert, financial advisor and other service providers engaged by the Company, Parent or Merger Sub in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). Prior to the Closing, SPAC shall have an opportunity to review the Outstanding Company Transaction Expenses and discuss such certificate with the persons responsible for its preparation, and the Company and Parent shall reasonably cooperate with SPAC in good faith to timely respond to any questions and consider in good faith any comments regarding the certificate of Outstanding Company Transaction Expenses. On the Closing Date following the Closing, the Company shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Transaction Expenses. For the avoidance of doubt, the Outstanding Company Transaction Expenses shall not include any fees and expenses of the Company’s stockholders.

(b) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date, SPAC shall provide to the Company a certificate executed by an executive officer of SPAC setting forth SPAC’s calculation of all of the following fees, expenses and disbursements incurred by or on behalf of SPAC (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: all fees and expenses incurred in connection with, or otherwise related to, the Transactions, the negotiation and preparation of this Agreement, the Ancillary Agreements and the other documents contemplated hereby and the performance and compliance with all agreements and conditions contained herein and therein, or otherwise in connection with SPAC’s operations including any prior transactions pursued by SPAC, including the fees, expenses and disbursements of legal counsel, auditors, accountants and notaries; due diligence expenses; advisory and consulting fees (including financial advisors) and expenses; and other third-party fees, in each case of SPAC (collectively, the “Outstanding SPAC Transaction Expenses”). Prior to the Closing, the Company shall have an opportunity to review the Outstanding SPAC Transaction Expenses and discuss such certificate with the persons responsible for its preparation, and SPAC shall reasonably cooperate with the Company in good faith to timely respond to any questions and consider in good faith any comments regarding the certificate of Outstanding SPAC Transaction Expenses. On the Closing Date following the Closing, SPAC shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding SPAC Transaction Expenses.

Section 2.06. Second Court Date Deliverables. Prior to 8:00am (in Sydney, Australia) on the Second Court Date:

(a) The Company shall deliver (or cause to be delivered) to SPAC:

(i) the Registration Rights Agreement, duly executed by Parent and each shareholder of Parent set forth on Schedule 1 (other than the holders of equity securities of SPAC prior to the Closing);

(ii) the Lock-up Agreement, duly executed by Parent and each shareholder of Parent set forth on Schedule 2 (other than the holders of equity securities of SPAC prior to the Closing); and

(iii)   each other Ancillary Agreement to be executed after the date of this Agreement and prior to 8:00am (in Sydney, Australia) on the Second Court Date by the Company, Parent or Merger Sub or any of their respective Affiliates, duly executed by the Company, Parent or Merger Sub or their respective Affiliates, as applicable (the documents to be delivered pursuant to this Section 2.06(b), collectively, the “PlayUp Second Court Date Deliverables”).

(b) SPAC shall deliver (or cause to be delivered) to the Company:

(i) the Registration Rights Agreement, duly executed by each shareholder of Parent set forth on Schedule 1 (other than the holders of equity securities of the Company prior to the Closing);

(ii) the Lock-up Agreement, duly executed by each shareholder of Parent set forth on Schedule 2 (other than the holders of equity securities of the Company prior to the Closing); and

(iii)   each other Ancillary Agreement to be executed after the date of this Agreement and prior to 8:00am (in Sydney, Australia) on the Second Court Date by the SPAC or any of its Affiliates, duly executed by the SPAC or its Affiliates, as applicable (the documents to be delivered pursuant to this Section 2.06(a), collectively, the “SPAC Second Court Date Deliverables”).

Section 2.07. Closing Deliverables. Prior to the Closing:

(a) The Company shall deliver (or cause to be delivered) to SPAC each Ancillary Agreement to be executed after the Second Court Date and prior to or at the Closing by the Company, Parent or Merger Sub or any of their respective Affiliates, duly executed by the Company, Parent or Merger Sub or their respective Affiliates, as applicable; and

(b) SPAC shall deliver (or cause to be delivered) to the Company each Ancillary Agreement to be executed after the Second Court Date but prior to or at the Closing by SPAC or any of its Affiliates, duly executed by SPAC or its Affiliates, as applicable.

Section 2.08. Tax Treatment of PlayUp Scheme Acquisition and Merger. The Parties intend that for U.S. federal income tax purposes (and any applicable U.S. state and local Tax purposes), (a) the PlayUp Scheme Acquisition shall be treated as a “reorganization” within the meaning of Section 368(a) of the Code and that the PlayUp Scheme Acquisition, together with the Merger, shall qualify as a transaction described in Section 351(a) of the Code, and (b) the Merger shall be treated as a “reorganization” within the meaning of Section 368(a) of the Code and that the Merger, together with the PlayUp Scheme Acquisition, shall qualify as a transaction described in Section 351(a) of the Code (the “Intended Tax Treatment”). The Parties agree that this Agreement shall constitute a “plan of reorganization” with respect to the PlayUp Scheme Acquisition, and a “plan of reorganization” with respect to the Merger, in each case, within the meaning of Treasury Regulations Section 1.368-2(g). In connection with the preparation and filing of the Registration Statement / Proxy Statement or the SEC’s review thereof, or a tax opinion with respect to the U.S. federal income tax consequences of the Transactions provided for purposes of the preparation and filing of the Registration Statement / Proxy Statement, each Party shall use reasonable best efforts to execute and deliver customary tax representation letters in support of the Intended Tax Treatment as their respective tax advisors may reasonably request in form and substance reasonably satisfactory to such advisor

Section 2.09. Withholding. Notwithstanding anything in this Agreement to the contrary, SPAC, Parent and Merger Sub shall be entitled to deduct and withhold from any consideration payable to any Person pursuant to this Agreement any amount required to be deducted or withheld under applicable Tax Law; provided, however, that the Parties agree to reasonably cooperate to eliminate or mitigate any such deductions or withholding Taxes; provided, further, that before a Party makes any deduction or withholding from any payments or amount to or with respect to a shareholder of the Company, such Party shall use commercially reasonable efforts to provide such shareholder with at least ten (10) Business Days advance written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding Taxes and reasonably cooperate to eliminate or mitigate any such deductions or withholding Taxes as provided in this Section 2.09. To the extent that any such amounts are deducted or withheld by SPAC, Parent or Merger Sub, as the case may be, such deducted or withheld amounts shall be remitted to the appropriate Governmental Agency and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Article III
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Company hereby represents and warrants to SPAC, Parent and Merger Sub as follows:

Section 3.01. The representations and warranties set forth in Section 8.2 of the SID, as qualified by Section 8.3 of the SID, are incorporated herein by reference.

Section 3.02. Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III and Article V, the Company hereby expressly disclaims and negates, and SPAC, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its affiliates, and any matter relating to any of them, or with respect to the accuracy or completeness of any other information made available to SPAC, Parent and Merger Sub, their respective affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC, Parent and Merger Sub agree that they have not relied on, and neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, Parent and Merger Sub, their respective affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, Parent and Merger Sub, their respective affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed and SPAC, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article III.

Article IV
REPRESENTATIONS AND WARRANTIES OF SPAC

SPAC hereby represents and warrants to the Company, Parent and Merger Sub as follows:

Section 4.01. The representations and warranties set forth in Section 8.1 of the SID are incorporated herein by reference.

Section 4.02. Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV, SPAC hereby expressly disclaims and negates, and Company, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC, its respective affiliates, and any matter relating to any of them, or with respect to the accuracy or completeness of any other information made available to the Company, Parent or Merger Sub, their respective affiliates or any of their respective representatives by, or on behalf of, SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Company, Parent and Merger Sub agree that they have not relied on, and neither SPAC, nor any other person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, Parent or Merger Sub, their respective affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to the Company, Parent or Merger Sub, their respective affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed and the Company, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article IV.

Section 4.03. Section 203 of DGCL. The SPAC Board has taken all necessary action so that no restrictive provision of any “business combination,” “fair price,” “moratorium,” “control share acquisition,” “takeover,” “interested shareholder” or other similar anti-takeover applicable Law (including Section 203 of the DGCL) applies to this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement or the Sponsor Support Agreement.

Article V
REPRESENTATIONS AND WARRANTIES OF PARENT AND Merger SUB

Parent and Merger Sub hereby represent and warrant to SPAC as follows:

Section 5.01. The representations and warranties set forth in Section 8.5 of the SID are incorporated herein by reference.

Section 5.02. Organization. Merger Sub is a company duly organized, validly existing and in good standing (insofar as such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approval would not reasonably be expected to have, individually or in the aggregate, a PlayUp Material Adverse Effect.

Section 5.03. Organization Documents. Merger Sub has heretofore furnished to SPAC complete and correct copies of the certificate of formation and operating agreement of Merger Sub as of the date of this Agreement. The certificate of formation and operating agreement of Merger Sub are in full force and effect and Merger Sub is not in violation of any of the provisions of such organizational documents.

Section 5.04. Capitalization.

(a) As of the date hereof, the authorized ownership interests in Merger Sub consists of 100 common units.

(b) As of the date of this Agreement, Parent owns 100% of the issued and outstanding common units of Merger Sub free and clear of all Liens, options, rights of first refusal and limitations on voting or transfer rights other than transfer restrictions under applicable securities laws and Merger Sub’s organizational documents.

(c) As of the date of this Agreement, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the ownership interests in Merger Sub. As of the date of this Agreement, Merger Sub is not a party to, or otherwise bound by, and Merger Sub has not granted, any unit appreciation rights, participations, phantom units, restricted units, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or shares of, or other securities or ownership interests in, Merger Sub. As of the date of this Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which Merger Sub is a party, or to the Company’s knowledge, among any holder of common units of Merger Sub to which Merger Sub is not a party, with respect to the voting or transfer of such common units of Merger Sub.

Section 5.05. Authority Relative to This Agreement. Merger Sub has all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder to consummate the Transactions. The execution and delivery of this Agreement and such Ancillary Agreements to which Merger Sub is a party and the consummation by Merger Sub of the Transactions have been duly and validly authorized, and no other actions on the part of Merger Sub are necessary to authorize this Agreement, each such Ancillary Agreement to which it is a party or to consummate the Transactions. This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by Merger Sub and, assuming due authorization, execution and delivery by the Company, Parent and SPAC, constitutes a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles.

Section 5.06. No Conflict; Required Filings and Consents.

(a) The execution and delivery by Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Merger Sub will not, (i) conflict with or violate the certificate of formation or operating agreement of Merger Sub (as the case may be), (ii) assuming that all consents, approvals, authorizations and other actions described in this Section 5.06 have been obtained and all filings and obligations described in this Section 5.06 have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its property or assets are bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its property or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a PlayUp Material Adverse Effect.

(b) The execution and delivery by Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Agency, except (i) for applicable requirements, if any, of the Exchange Act, blue sky Laws and filing and recordation of appropriate Merger documents as required by the DLLCA and the DGCL, as the case may be, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Merger Sub from performing its obligations under this Agreement and each such Ancillary Agreement.

Section 5.07. Compliance. Merger Sub is not, nor has been, in conflict with, or in default, breach or violation of, (a) any Law applicable to Merger Sub or by which any property or asset of Merger Sub is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any property or asset of Merger Sub is bound, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or reasonably be expected to have a PlayUp Material Adverse Effect. Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Agency necessary for Merger Sub to own, lease and operate their respective properties or to carry on their respective businesses as they are now being conducted.

Section 5.08. Board Approval; Vote Required.

(a) Parent, as the sole member of Merger Sub, has approved this Agreement and the Transactions by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way.

Section 5.09. No Prior Operations of Merger Sub; Post-Closing Operations. Merger Sub was formed for the sole purposes of entering into this Agreement and the Ancillary Agreements to which it is party and engaging in the Transactions. Since the date of formation of Merger Sub, Merger Sub has not engaged in any business or activities whatsoever, nor incurred any liabilities, except in connection with this Agreement, the Ancillary Agreements or in furtherance of the Transactions. Merger Sub has no employees or liabilities under any Employee Benefit Plan.

Section 5.10. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Merger Sub.

Section 5.11. Registration Statement / Proxy Statement. None of the information relating to Merger Sub supplied by Merger Sub in writing for inclusion in the Registration Statement / Proxy Statement will, as of the date the Registration Statement / Proxy Statement is declared effective, as of the date the Registration Statement / Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of SPAC, at the time of the meeting of the stockholders of SPAC to approve and adopt this Agreement and the Merger, or at the SPAC Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 5.12. Exclusivity of Representations and Warranties. Except as otherwise expressly provided in Article III and this Article V, Parent and Merger Sub hereby expressly disclaims and negates, and SPAC agrees that it has not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their affiliates, and any matter relating to any of them, or with respect to the accuracy or completeness of any other information made available to SPAC, its affiliates or any of their respective representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC agrees that it has not relied on, and none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed and the SPAC agrees that it has not relied on any representations or warranties not set forth in this Article V.

Article VI
CONDUCT OF BUSINESS

Section 6.01. Conduct of Business by the Company and Parent. The covenants set forth in Section 7.1 (as qualified by Section 7.2) and Section 7.8 of the SID are incorporated herein by reference.

Section 6.02. Claims Against Trust Account. The Company, Parent and Merger Sub agree that, notwithstanding any other provision contained in this Agreement, the Company, Parent and Merger Sub do not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship by or among the Company, Parent and Merger Sub or their respective Affiliates on the one hand, and SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.02 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company, Parent and Merger Sub hereby irrevocably waive any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company, Parent or Merger Sub from pursuing a claim against SPAC or any other person (a) for legal relief against monies or other assets of SPAC held outside of the Trust Fund or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against SPAC or any of their respective successor entities in the event this Agreement is terminated for any reason and SPAC consummates, directly or indirectly, a business combination transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company or any of its respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Article VII
ADDITIONAL AGREEMENTS

Section 7.01. Registration Statement; SPAC Stockholders’ Meeting; Board Recommendation. The covenants set forth in Section 3.4 and Section 6 of the SID are incorporated herein by reference.

Section 7.02. Confidentiality. The covenants set forth in Section 13 of the SID are incorporated herein by reference.

Section 7.03. Exclusivity.

(a) During the period from the date hereof up to and including the earlier of (x) the date of termination of this Agreement in accordance with Section 9.01 and (y) the Closing, SPAC agrees that it will not, and will direct its representatives acting on its behalf not to, directly or indirectly, (i) solicit or initiate any inquiry, indication of interest, proposal or offer from any third party relating to a SPAC Competing Transaction, (ii) participate in any discussions or negotiations with a third party regarding, or furnish or make available to a third party any information relating to the SPAC with respect to, a SPAC Competing Transaction, other than to make such third party aware of the provisions of this paragraph, or (iii) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with a third party relating to a SPAC Competing Transaction.

(b) The covenants set forth in Section 9 of the SID are incorporated herein by reference.

Section 7.04. Directors’ and Officers’ Indemnification. The covenants set forth in Section 12 of the SID are incorporated herein by reference.

Section 7.05. Notification of Certain Matters. The Company shall give prompt notice to SPAC, and SPAC shall give prompt notice to the Company, of any event which a Party becomes aware of between the date of this Agreement and the Closing (or the earlier termination of this Agreement in accordance with Article IX), the occurrence or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article VIII to fail.

Section 7.06. Further Action; Reasonable Best Efforts.

(a) The covenants set forth in Section 3.1 through 3.3 of the SID are incorporated herein by reference.

(b) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions, including preparing and filing as promptly as practicable all documentation to effect all necessary or appropriate filings, consents, waivers, approvals, authorizations, permits or orders from all Governmental Agencies or other Persons.

(c) Each party agrees to supply, as promptly as reasonably practicable, any information and documentary material that may be reasonably required by the other party in order to make the filings required by this Section 7.06, and such additional information and documentary material that may be requested by a Governmental Agency under applicable Law in connection with the transactions contemplated hereby and to use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.06 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations or approvals, as applicable, as required under applicable Law, and to resolve any objections asserted with respect to the transactions contemplated hereby under any Law or by any Governmental Agency or by any private party challenging any of the transactions contemplated hereby, as soon as practicable.

Section 7.07. Public Announcements. The covenants set forth in Section 10 of the SID are incorporated herein by reference.

Section 7.08. Stock Exchange Listing. From the date of this Agreement through the SPAC Merger Effective Time, the Parties shall use reasonable best efforts to ensure that SPAC remains listed as a public company on, and for SPAC Class A Common Shares to be tradable over, the Nasdaq Capital Market. From the date of this Agreement through the Closing, the Parties shall use reasonable best efforts to have Parent Ordinary Shares and Parent Public Warrants listed on the Nasdaq Capital Market as of the Closing. SPAC and Parent shall take all necessary and required action so that Parent is only deemed a Relevant Company and listed on the Nasdaq Capital Market simultaneously with the issuance of the Parent Ordinary Shares and Parent Public Warrants pursuant to the Merger.

Section 7.09. Trust Account. At least seventy-two (72) hours prior to the Closing, SPAC shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Closing to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Fund to SPAC and thereafter shall cause the Trust Fund and the Trust Agreement to terminate; provided, however that the liabilities and obligations of SPAC due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (a) to stockholders of SPAC who shall have exercised their Redemption Rights, (b) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (c) to the Trustee for fees and costs incurred in accordance with the Trust Agreement, and (d) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Transactions.

Section 7.10. Incentive Equity Plan and Purchase Plan. Prior to the effectiveness of the Parent Registration Statement, Parent shall adopt an incentive equity plan that provides for grant of awards to employees, independent contractors and non-employee directors of Parent and its Subsidiaries (the “Incentive Equity Plan”), which shall reserve for issuance a number of Parent Ordinary Shares not exceeding 12 percent (12%) of the aggregate number of (i) Parent Ordinary Shares issued and outstanding at Closing and (ii) securities convertible into Parent Ordinary Shares outstanding at Closing, subject to the evergreen provisions set forth therein.

Section 7.11. No Transfer of Parent Shares. Prior to the Closing, except as otherwise contemplated by this Agreement or the SID, other than with the prior written consent of SPAC, Parent and the Parent Board shall refuse to register the transfer or purported transfer of any share in the capital of Parent.

Section 7.12. Additional Registration Rights and Lock-up Signatories. The Company shall use commercially reasonable best efforts to cause certain additional shareholders of Parent (after giving effect to the Transactions) other than those set forth on Schedule 1 to enter into the Registration Rights Agreement and those set forth on Schedule 2 to enter into the Lock-up Agreement.

Section 7.13. PCAOB Financials. The Company shall use commercially reasonable efforts to deliver by October 31, 2022 true and complete copies of the audited consolidated balance sheet of the Company as of June 30, 2022 and June 30, 2021 and the related audited consolidated statements of operations, cash flows and changes of equity of the Company for the years then ended, together with the auditor’s reports thereon, prepared in accordance with the auditing standards of the PCAOB, (a) presented in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto) and (b) fairly presenting, in all material respects, the financial position, results of operations, cash flows and changes of equity of the Company as at the date thereof and for the period indicated therein.

Section 7.14. Financing Efforts. The Parties shall use commercially reasonable efforts to obtain financing sufficient to satisfy the condition set forth in Section 3.1(q) of the SID.  

Article VIII
CONDITIONS TO THE TRANSACTIONS

Section 8.01. Conditions to the Obligations of Each Party. The obligations of the Company, SPAC, Parent and Merger Sub to consummate the Transactions are subject to the satisfaction or waiver (where permissible) prior to the time they are required to be satisfied or waived (where permissible) under the SID of the following conditions:

(a) SID Conditions. Each condition precedent in Section 3.1 of the SID that includes “All” or “Cannot be waived” in the column entitled “Party entitled to benefit” is incorporated herein by reference.

Section 8.02. Conditions to the Obligations of SPAC. The obligations of SPAC to consummate the Transactions, as applicable, are subject to the satisfaction or waiver (where permissible) prior to 8:00am (in Sydney, Australia) on the Second Court Date of the following additional conditions:

(a) SID Conditions. Each condition precedent in Section 3.1 of the SID that includes “SPAC” in the column entitled “Party entitled to benefit” is incorporated herein by reference.

(b) Scheme Effectiveness. The Scheme (as defined in the SID) has become Effective (as defined in the SID) on or before the End Date.

(c) Agreements and Covenants. The Company, Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to 8:00am (in Sydney, Australia) on the Second Court Date.

(d) Officer Certificates. The requirement set forth in Section 3.10(b) through (c) of the SID is incorporated herein by reference.

(e) Registration Rights Agreement. Parent and each shareholder of Parent set forth on Schedule 1 (other than the holders of equity securities of the SPAC prior to the Closing) shall have delivered, or cause to be delivered, to the Company a copy of the Registration Rights Agreement, duly executed by all such parties.

(f)   Lock-up Agreement. Parent and each shareholder of Parent set forth on Schedule 2 (other than the holders of equity securities of SPAC prior to the Closing) shall have delivered, or cause to be delivered, to the Company a copy of the Lock-up Agreement, duly executed by all such parties.

(g) SPAC Stockholder Approval. The stockholders of SPAC have approved the SPAC Proposals.

Section 8.03. Conditions to the Obligations of the Company, Parent and Merger Sub. The obligations of the Company, Parent and Merger Sub to consummate the Transactions are subject to the satisfaction or waiver (where permissible) prior to the 8:00am (in Sydney, Australia) on the Second Court Date of the following additional conditions:

(a) SID Conditions. Each condition precedent in Section 3.1 of the SID that includes “PlayUp” in the column entitled “Party entitled to benefit” is incorporated herein by reference.

(b) Agreements and Covenants. SPAC shall have performed or complied in all material respects with all other agreements and covenants required by this Agreement to be performed or complied with by it prior to 8:00am (in Sydney, Australia) on the Second Court Date.

(c) Officer Certificate. The requirement set forth in Section 3.10(d) of the SID is incorporated herein by reference.

(d) Registration Rights Agreement. Each shareholder of Parent set forth on Schedule 1 (other than the holders of equity securities of the Company prior to the Closing) shall have delivered, or cause to be delivered, to Parent a copy of the Registration Rights Agreement, duly executed by all such parties.

(e) Lock-up Agreement. Each shareholder of Parent set forth on Schedule 2 (other than the holders of equity securities of the Company prior to the Closing) shall have delivered, or cause to be delivered, to Parent a copy of the Lock-up Agreement, duly executed by all such parties.

Section 8.04. Frustration of Closing Conditions. None of the Company, SPAC, Parent, or Merger Sub may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Merger on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such party’s breach of this Agreement.

Article IX
TERMINATION, AMENDMENT AND WAIVER

Section 9.01. Termination. This Agreement may be validly terminated, and the Transactions may be abandoned at any time prior to the 8:00am (in Sydney, Australia) on the Second Court Date, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of SPAC, as follows:

(a) upon termination of the SID in accordance with Section 11.1 or 11.2 thereof, with the Party entitled to terminate the SID therein being entitled to terminate this Agreement;

(b) by mutual written consent of SPAC and the Company;

(c) by either SPAC or the Company:

(i) if the Effective Date shall not have occurred prior to the End Date; provided, however, that this Agreement may not be terminated under this Section 9.01(c) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the End Date; or

(ii) if SPAC fails to obtain the SPAC Stockholder Approval at the SPAC Stockholder Meeting (as such terms are defined in the SID).

(d) if the SID has been terminated in accordance with its terms;

(e) by SPAC if the Company, Parent or Merger Sub shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement such that the condition set forth in Section 8.02(c) would not be satisfied (“Terminating Company Breach”); provided that SPAC has not waived (where permissible pursuant to Sections 3.1 and 3.5 to 3.8 of the SID) such Terminating Company Breach and SPAC is not then in material breach of their representations, warranties, covenants or agreements in this Agreement or the SID that would cause any condition to Closing contained herein or therein not to be satisfied; provided further that, if such Terminating Company Breach is curable by the Company, Parent or Merger Sub, SPAC may not terminate this Agreement under this Section 9.01(e) for so long as the Company, Parent or Merger Sub continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided by SPAC to the Company and the End Date; or

(f)   by the Company if SPAC shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement such that the conditions set forth in Section 8.03(b) would not be satisfied (“Terminating SPAC Breach”); provided that the Company has not waived (where permissible pursuant to Section 3.1 of the SID) such Terminating SPAC Breach and the Company is not then in material breach of its representations, warranties, covenants or agreements in this Agreement or the SID that would cause any condition to Closing contained herein or therein not to be satisfied; provided further that, if such Terminating SPAC Breach is curable by SPAC, the Company may not terminate this Agreement under this Section 9.01(f) for so long as SPAC continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided by the Company to SPAC and the End Date.

Section 9.02. Effect of Termination. In the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party, except as set forth in Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and material breach of this Agreement by a Party or in the case of fraud.

Section 9.03. Expenses.

(a) Except as otherwise set forth in this Section 9.03 or as otherwise set forth in this Agreement, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, provided, SPAC shall be solely responsible for all (i) SEC and other U.S. regulatory filing or approval fees incurred in connection with the Transactions, including filing fees related to the Registration Statement / Proxy Statement and (ii) filing fees and other approval fees or costs from the Nasdaq Capital Market in connection with the Transactions; provided, further that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall otherwise pay, or cause to be paid, all Outstanding Company Transaction Expenses and SPAC shall pay, or cause to be paid, all Outstanding SPAC Transaction Expenses and (b) if the Closing occurs, then all Outstanding Company Transaction Expenses and all Outstanding SPAC Transaction Expenses shall be paid in accordance with Section 15.05 of the SID.

(b) Notwithstanding Section 9.03(a), if (A) prior to the termination of this Agreement, SPAC effects an additional extension of the period in which it is permitted under its governing documents to consummate an initial business combination to beyond the Initial Extension Date (the “Additional Extension”), (B) subsequent to the Initial Extension Date, this Agreement is terminated by SPAC pursuant to Section 9.01(a), Section 9.01(c)(i), or Section 9.01(e), and (C) at the time of such termination, the Company was not entitled to terminate this Agreement pursuant to Section 9.01(f), then the Company shall reimburse SPAC for any fees that SPAC pays to its stockholders for the period of the Additional Extension ending on such termination date (“Extension Fees”); provided, that the amount of Extension Fees that the Company shall be required to reimburse under this Section 9.03(b) shall not exceed $175,000 per month.

Section 9.04. Amendment. This Agreement may be amended in writing by the Parties at any time prior to the Closing (notwithstanding any stockholder approval); provided, however, that after approval of the Merger by the SPAC stockholders or Merger Sub’s member, no amendment shall be made which, pursuant to applicable Law, requires further approval by such stockholders or member without such further approval. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

Section 9.05. Waiver. At any time prior to the Closing, (a) SPAC may (i) extend the time for the performance of any obligation or other act of the Company, Parent or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of the Company, Parent or Merger Sub contained herein or in any document delivered by the Company, Parent or Merger Sub pursuant hereto and (iii) waive compliance with any agreement of the Company, Parent or Merger Sub or any condition to its own obligations contained herein and (b) the Company may (i) extend the time for the performance of any obligation or other act of SPAC, (ii) waive any inaccuracy in the representations and warranties of SPAC, contained herein or in any document delivered by SPAC pursuant hereto and (iii) waive compliance with any agreement of SPAC or any condition to its own obligations contained herein; provided, in each case, that no condition set forth in Section 3.1 of the SID that includes “cannot be waived” in the column entitled “Party entitled to benefit” may be waived by any party. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that each Party may otherwise have at law or in equity.

Article X
GENERAL PROVISIONS

Section 10.01. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email (receipt confirmed by a non-automated response) or by registered or certified mail or overnight carrier (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.01):

Section 10.02. Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

Section 10.03. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, in whole or in part, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 10.04. Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. No Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement or any of the rights hereunder (whether pursuant to a merger, by operation of Law or otherwise) by any Party without the prior express written consent of the other Parties.

Section 10.05. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 7.04 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons).

Section 10.06. Governing Law. This Agreement and all claims and causes of action arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State with the exception of (and to the extent mandatorily required) any provisions relating to the shares issuances and governance and administration of Parent, which shall be governed as to their validity, interpretation and performance by the laws of the Republic of Ireland and provisions relating to the PlayUp Scheme Acquisition and governance and administration of the Company that are required to be governed by the laws of the Commonwealth of Australia. Each of the Parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or the Courts of Australia in respect of the PlayUp Scheme Acquisition) or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Litigation Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, and any appellate courts therefrom (collectively, the “Chosen Courts”). Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Court as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In the event any provision of any Ancillary Agreement in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

Section 10.07. Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the Parties (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.07.

Section 10.08. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 10.09. Counterparts. This Agreement and each other document executed in connection with the transactions contemplated hereby may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the aforementioned requirements.

Section 10.10. Specific Performance.

(a) The Parties agree that irreparable damage would occur if any provision of this Agreement, were not performed in accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Transactions) without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at Law or in equity as expressly permitted in this Agreement. Each of the Parties hereby further waives (i) any defense in any action for specific performance that a remedy at Law would be adequate and (ii) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

(b) Notwithstanding anything to the contrary in this Agreement, if prior to the End Date any Party initiates an Action to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, then the End Date shall be automatically extended by: (i) the amount of time during which such Action is pending plus twenty (20) Business Days; or (ii) such other time period established by the court presiding over such Action.

Section 10.11. No Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary Agreements, or the negotiation, execution, or performance or non-performance of this Agreement or the Ancillary Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the Ancillary Agreements), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to this Agreement or the applicable Ancillary Agreement (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, agent, financing source, attorney or representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, agent, financing source, attorney or representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance, or breach, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Ancillary Agreements or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law.

[Signature Page Follows.]

IN WITNESS WHEREOF, SPAC, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, SPAC, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Executed by PlayUp Limited ACN 612

529 307 in accordance with section 127 of

the Corporations Act 2001 (Cth):

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, SPAC, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Business Combination Agreement]

Exhibit A

Form of SID

Exhibit B

Form of Amended and Restated Registration Rights Agreement

Exhibit C

Form of Lock-up Agreement

Exhibit D

Form of SPAC Second Amended and Restated Certificate of Incorporation

Exhibit E

Form of SPAC Amended and Restated Bylaws

Exhibit F

Form of Memorandum and Articles of Association

Schedule 1

Registration Rights Agreement Signatories

Schedule 2

Lock-up Agreement Signatories

Exhibit 2.2

Scheme Implementation Deed

IG Acquisition Corp.

Maple Grove Holdings PLC

PlayUp Limited

Dated 22 September 2022

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities. A list of offices and regulatory information can be found at dlapiper.com

Contents

This deed is made on 22 September 2022  

Parties

Background

Agreed terms

Definitions

Adviser means any person who is engaged to provide professional advice of any type (including legal, accounting, consulting or financial advice) to, in the case of PlayUp, any member of the PlayUp Group or in the case of the Parent, any member of the Parent Group, in connection with the Transaction.

Anti-Corruption Laws means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), and (b) any other anti-bribery or anti-corruption Laws or Orders related to combatting bribery, corruption and money laundering.

Applicable Gaming Law means applicable Laws (including any requirement, standard, guidance, announcement or notice of any Gaming Regulatory Authority) or industry codes of practice or conduct which govern the gaming activities of the members of the PlayUp Group and which, in each case, have a binding legal effect.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in section 12(2) of the Corporations Act as if PlayUp was the ‘designated body’.

Authorised Person means, in respect of a person:

BCA means the Business Combination Agreement, executed as of the date hereof, by and among the parties hereto and the other parties thereto.

Business Day has the meaning ascribed to such term in the BCA.

Business Data means all business information and data, including personal information (whether of employees, contractors, consultants, customers, consumers, or other person and whether in electronic or any other form or medium) that is accessed, collected, used, stored, shared, distributed, transferred, disclosed, destroyed, disposed of or otherwise processed by any of the Business Systems or otherwise in the course of the conduct of the business of the PlayUp Group and which is material to the conduct of the business of the PlayUp Group immediately prior to the date of this deed.

Business Systems means all Software, firmware, middleware, equipment, workstations, routers, hubs, computer hardware (whether general or special purpose), electronic data processors, databases, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, and any Software and systems provided via the cloud or “as a service”, that are owned or used in the conduct of the business of any member of the PlayUp Group and which is material to the conduct of the business of the PlayUp Group immediately prior to the date of this deed.

Capital Reduction means the equal reduction of capital under section 256B of the Corporations Act pursuant to which all PlayUp Shares are to be cancelled in accordance with the terms of the Capital Reduction Resolution.

Capital Reduction Resolution means the resolution of PlayUp Shareholders to approve the Capital Reduction in the form approved by SPAC in writing.

Change of Control Requirements has the meaning given to that term in clause 7.3.

Code means the Internal Revenue Code of 1986, as amended.

Competing Proposal means any proposal, offer, agreement, arrangement or transaction (or expression of interest therefor) with or by a third party (other than the SPAC or its Related Bodies Corporate or Associates) that, if entered into or completed substantially in accordance with its terms, would mean that the third party (alone or together with any Associate(s)) would:

whether by way of takeover bid, scheme of arrangement, capital reduction, sale of assets, sale or purchase of securities or assets, strategic alliance, dual listed company structure (or other synthetic merger), joint venture or partnership, reverse takeover bid, shareholder approved acquisition or disposal, divestment, sell-down, capital raising, security buy-back or other transaction or arrangement.

Conditions means the conditions set out in clause 3.1 and Condition means any one of them.

Confidentiality Agreement means the confidentiality agreement between PlayUp and SPAC dated 3 May 2022.

Control has the meaning given under section 50AA of the Corporations Act, and Controlled has the equivalent meaning.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations mean the Corporations Regulations 2001 (Cth).

Court means the Federal Court of Australia or any other court of competent jurisdiction under the Corporations Act as the parties may agree in writing.

Deed Poll means the deed poll to be executed and delivered by the Parent prior to the First Court Date, in the form set out in Schedule 3 or in such other form as is approved by PlayUp in writing.

Delaware General Corporation Law means the General Corporation Law of the State of Delaware.

Effective means, when used in relation to the Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to that Scheme.

Effective Date, with respect to the Scheme, means the date on which the Scheme becomes Effective.

Employee Share Option means an option over PlayUp Shares issued under PlayUp’s Employee Option Plan (as disclosed in the Data Room).

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person, whether registered or unregistered, including any Security Interest.

End Date means 30 June 2023 or such other date agreed in writing by PlayUp and SPAC.

Exchange Act means the United States Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.

Exclusivity Period means the period commencing from and including the date on which ASIC registers the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act and ending on the earliest of the:

Fairly Disclosed means, in reference to a party, disclosed to that party or any of its, its Related Body Corporate, or any of their respective Authorised Persons in good faith and in sufficient detail so as to enable a reasonable and sophisticated buyer (or one of its Authorised Persons) experienced in transactions similar to the Transaction and experienced in a business similar to any business conducted by the PlayUp Group, to identify the nature and scope of the relevant matter, event or circumstance.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

FIRB means the Foreign Investment Review Board.

First Court Date means the date the Court first hears the application to order the convening of the Scheme Meeting under section 411(1) of the Corporations Act or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned or appeal application is heard.

General Meeting means the general meeting of PlayUp Shareholders to approve the Capital Reduction in accordance with section 256C(1) of the Corporations Act.

Gaming Licenses means all licenses, permissions, authorizations, permits and consents issued by any Gaming Regulatory Authority to any member of the PlayUp Group or any Authorised Persons (other than an Adviser) thereof which are necessary to operate the business of the PlayUp Group in accordance with the Applicable Gaming Law.

Gaming Regulatory Authority means the competent Government Agency in any jurisdiction regulating online or mobile gambling, casino gaming, horse racing, sports betting, betting and gaming activities (if any), including, for the avoidance of doubt, the Government Agencies issuing the Gaming Licenses, or similar Government Agencies having authority over the members of the PlayUp Group or their operations by virtue of Applicable Gaming Law.

Government Agency means any (whether domestic or foreign):

and includes the Australian Competition and Consumer Commission, ASIC, Takeovers Panel, FIRB, Australian Taxation Office, Department of Justice, US Federal Trade Commission, NASDAQ and any state or territory revenue offices.

Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of PlayUp Shareholders present and voting, either in person or by proxy.

Implementation Date means, with respect to the Scheme, the fifth Business Day, or such other Business Day as the parties agree, after the Scheme Record Date.

Indebtedness of any person means, without duplication:

Independent Expert means an expert, independent of the parties, engaged by PlayUp to prepare the Independent Expert’s Report.

Independent Expert’s Report means the report from the Independent Expert commissioned by PlayUp for inclusion in the Scheme Booklet, which includes a statement by the Independent Expert on whether, in its opinion, the Capital Reduction and Scheme is in the best interests of PlayUp Shareholders and includes any update of that report by the Independent Expert.

Ineligible Foreign Holder has the meaning given in the Scheme.

Intellectual Property means any intellectual property rights in any jurisdiction, whether registered or unregistered, including all rights and interests pertaining to or deriving from (i) patents, patent applications (including provisional and non-provisional applications) and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (ii) trademarks and service marks, trade dress, logos, trade names, brands, slogans, and other source identifiers together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (iii) copyrights, and other works of authorship and registrations and applications for registration, renewals and extensions thereof; (iv) trade secrets and non-public know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, technical architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting and all other data, databases, database rights, including rights to use personal information, pricing and cost information, business and marketing plans and proposals, and customer and supplier lists (including lists of prospects) and related information; (v) rights of publicity and all other intellectual property, priority or proprietary rights of any kind or description; and (vi) all legal rights arising from items (i) through (v), including the right to prosecute, enforce and perfect such interests and rights to sue, oppose, cancel, interfere, enjoin and collect damages based upon such interests, including such rights based on past, present or future infringement or misappropriation, if any, in connection with any of the foregoing.

Intended U.S. Tax Treatment has the meaning ascribed to “Intended Tax Treatment” in the BCA.

Investigating Accountant means the accounting firm to be appointed by SPAC and PlayUp to prepare the Investigating Accountant’s Report.

Investigating Accountant’s Report means the report prepared by the Investigating Accountant in relation to the financial information regarding the Merged Group that is prepared from information provided by SPAC and PlayUp for inclusion in the Scheme Booklet.

Insolvency Event means in relation to a person:

and a person shall be Insolvent if any event specified in paragraphs (a) to (f) inclusive occurs in respect of that person.

Law has the meaning ascribed to that term in the BCA.

Liability means debts, liabilities, losses, deficiencies, duties, charges, claims, damages, demands, costs, fees, expenses and obligations (including guarantees, endorsements and other forms of credit support), whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, on- or off-balance sheet, including those arising under: (i) any contract, agreement, commitment, or undertaking, (ii) any statute, ordinance, regulation, rule, code, common law or other requirement or rule enacted or promulgated by any Government Agency or (iii) any litigation, court action or proceeding, lawsuit, or arbitration, excluding, in each case, (a) Taxes, (b) Outstanding SPAC Transaction Expenses (as defined in the BCA) and (c) any Liabilities arising out of, or related to, any proceeding related to the Transactions, including any stockholder demand or other stockholder proceedings (including derivative claims) arising out of, or related to, any of the foregoing.

Listing Rules means the listing rules of NASDAQ.

Merged Group means Parent, the PlayUp Group and the SPAC, following implementation of the Scheme and SPAC Merger.

Merged Group Information mean any information regarding the Merged Group:

NASDAQ means the NASDAQ Exchange or any other stock exchange in the United States of America upon which the SPAC Shares are listed.

Order means any writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Government Agency.

Parent Group means the Parent and its Related Bodies Corporate.

Parent Parties means each of the Authorised Persons of a Parent Group member.

Parent Public Warrants has the meaning ascribed to the term “Parent Public Warrants” in the BCA.

Parent Registration Statement means the registration statement on Form F-4 (or another applicable form if agreed by the parties) to be filed by Parent in connection with the registration under the Securities Act of the Parent Shares to be issued in connection with the Scheme.

Parent Shares has the meaning ascribed to the term “Parent Ordinary Shares” in the BCA.

Parent Warranties means the representations and warranties of Parent set out in clause 8.1.

PlayUp Board means the board of PlayUp Directors as constituted from time to time.

PlayUp Convertible Note means a note issued by PlayUp and convertible into PlayUp Shares in accordance with the terms of issue.

PlayUp Director means a director of PlayUp.

PlayUp Disclosure Letter means the letter executed by PlayUp and given to SPAC on or about the date of this deed.

PlayUp Disclosure Materials means the PlayUp Due Diligence Materials and the PlayUp Disclosure Letter.

PlayUp Due Diligence Materials means all written information (including management presentations and the written responses to questions or requests for information) added on or before the date hereof to the online data room established by or on behalf of PlayUp, the index of which has been initialled for identification by or on behalf of PlayUp and SPAC.

PlayUp Group means PlayUp and its Subsidiaries.

PlayUp Information means:

PlayUp Option means an option over PlayUp Shares.

PlayUp Owned IP means all Intellectual Property rights owned by any member of the PlayUp Group.

PlayUp Material Adverse Effect means a change, event, circumstance, occurrence, condition, matter or thing (each a Specified Event) which, whether individually or when aggregated with all such Specified Events that have occurred, has had or would be considered reasonably likely to have a material adverse effect on the assets and liabilities (taken as a whole), financial condition, business or results of operations of the PlayUp Group (taken as a whole) in each case, other than changes, events, circumstances, occurrences, conditions, matters or things:

provided; any Specified Event resulting from a matter described in this sub-clause (g) may be taken into account in determining whether a PlayUp Material Adverse Effect has occurred or would be considered reasonably likely to occur to the extent such Specified Event has or has had a materially disproportionate adverse effect on the PlayUp Group, taken as a whole, relative to other participants operating in the industries or markets in which the PlayUp Group operates.

PlayUp Party means each of the Authorised Persons of a PlayUp Group member.

PlayUp Registered IP means:

PlayUp Registry means Boardroom, or any replacement provider of share registry services to PlayUp.

PlayUp Representations and Warranties means the representations and warranties of PlayUp set out in clause 8.3.

PlayUp Share means a fully paid ordinary share in the capital of PlayUp.

PlayUp Shareholder Approvals means the approvals described in the Condition set out in clause 3.1(e) (PlayUp Shareholder approvals) of the table in clause 3.1.

PlayUp Share Register means the register of members of PlayUp maintained by or on behalf of PlayUp in accordance with section 168(1) of the Corporations Act.

PlayUp Shareholder means each person who is registered in the PlayUp Share Register as a holder of PlayUp Shares.

PPSA means the Personal Property Securities Act 2009 (Cth).

Proceeding means any lawsuit, litigation, action, audit, inquiry, investigation, examination, claim, complaint, charge, proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Government Agency.

Registered Intellectual Property means all Intellectual Property that is registered, issued or subject to a pending application for registration or issuance before any Government Agency.

Registration/Proxy Statement means the Parent Registration Statement and SPAC Proxy Statement.

Regulatory Approval means in respect of the Scheme, the SPAC Merger or any other Transaction any approval of or notification to a Government Agency in respect of the Scheme, the SPAC Merger, or any other Transaction or any aspect of it which SPAC and PlayUp agree, acting reasonably, is necessary or desirable to implement the Scheme, the SPAC Merger or any other Transactions.

Regulatory Conditions means the Conditions set out in clauses 3.1(a) (FIRB Approval), 3.1(b) (Regulatory approvals), 3.1(c) (Regulatory approval – Colorado), 3.1(o) (NASDAQ Quotation) and 3.1(s) (Composition Agreement/SEAS) of the table in clause 3.1.

Regulatory Guides means the regulatory guides published by ASIC from time to time.

Related Body Corporate of a person, means a related body corporate of that person under section 50 of the Corporations Act and includes any body corporate that would be a related body corporate if section 48(2) of the Corporations Act was omitted.

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act.

Representative means, in relation to a party:

RG 60 means Regulatory Guide 60 issued by ASIC.

Sanctions and Export Control Laws means any Law or Order related to (a) import and export controls, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations and such other controls administered by the U.S. Customs and Border Protection, (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and His Majesty’s Treasury of the United Kingdom or any other similar Government Agency with jurisdiction over any member of the PlayUp Group from time to time or (c) anti-boycott measures.

Scheme means the proposed scheme of arrangement pursuant to Part 5.1 of the Corporations Act between PlayUp and the Scheme Shareholders, substantially in the form set out in Schedule 2 or in such other form as PlayUp, Parent and SPAC agree in writing, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by PlayUp, Parent and SPAC.

Scheme Booklet means the scheme booklet to be prepared by PlayUp in respect of the Scheme in accordance with the terms of this deed and to be despatched to PlayUp Shareholders.

Scheme Consideration means the consideration to be provided by the Parent to each Scheme Shareholder for the cancellation of each Scheme Share, being subject to clauses 4.3 and 4.4 in respect of each Scheme Share, comprising the number of Parent Shares determined in accordance with the following formula:

PS = ____N____

                 A

where:

PS is the number of Parent Shares per Scheme Share;

A is a number equal to, as of the Record Date, (i) the total number of PlayUp Shares on issue plus (ii) the total number of PlayUp Shares issuable upon conversion of Employee Share Options (other than unvested Employee Share Options set forth in Appendix 2 of the PlayUp Disclosure Letter), PlayUp Options, PlayUp Convertible Notes and any other outstanding PlayUp securities or rights that are convertible into PlayUp Shares; and

N is 35,000,000.

Scheme Meeting means the meeting of PlayUp Shareholders ordered by the Court to be convened under section 411(1) of the Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment or postponement of such a meeting.

Scheme Record Date means the time and date for determining entitlements to receive the Scheme Consideration, being 7:00pm on the second Business Day after the Effective Date (or such other time and date as the parties agree in writing).

Scheme Share means a PlayUp Share on issue as at the Scheme Record Date.

Scheme Shareholder means each person who is a PlayUp Shareholder as at the Scheme Record Date, other than Parent.

SEC means the United States Securities and Exchange Commission.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned or subject to appeal for any reason, means the date on which the adjourned or appeal application is heard.

Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations thereunder.

Security Interest has the meaning given in section 12 of the PPSA.

Share Splitting means the splitting by a holder of PlayUp Shares into two or more parcels of PlayUp Shares whether or not it results in any change in beneficial ownership of the PlayUp Shares.

Software means all computer software (whether in source code, object code or other format), data and databases, including dependencies, tools and related components, tool sets, compilers, applications, higher level “proprietary” languages and related documentation and materials.

SPAC Board means the board of SPAC Directors as constituted from time to time.

SPAC Class A Common Shares has the meaning ascribed to that term in the BCA.

SPAC Class B Common Shares has the meaning ascribed to that term in the BCA.

SPAC Certificate of Incorporation has the meaning ascribed to that term in the BCA.

SPAC Competing Transaction means any (i) issuance to a third party in any newly issued equity interest, including options, warrants or other rights regarding equity interests, in SPAC outside the ordinary course of business, (ii) sale or transfer to a third party of more than 50% of the currently outstanding equity interests in SPAC, (iii) sale or transfer of all or a material portion of the assets of the SPAC and its subsidiaries on a consolidated basis to a third party, (iii) merger or business combination between SPAC or any of its subsidiaries, on the one hand, and a third party, on the other hand, (iv) any “initial business combination” under SPAC’s initial IPO prospectus with any third party (other than with PlayUp or its affiliates), (v) any competitive bid process (for example, processes known in the industry as a “SPAC-off”) in which SPAC participates, or (vi) SPAC’s entry into any non-disclosure agreement, preliminary indication of interest, exclusivity agreement or non-binding letter of intent, in each case, with respect to any of the foregoing.

SPAC Deed Poll to be executed and delivered by SPAC prior to the First Court Date, in the form set out in Schedule 4 or in such other form as is approved by PlayUp in writing.

SPAC Director means a director of SPAC.

SPAC Information means:

and includes any information regarding SPAC provided by SPAC in writing to PlayUp contained in or used in the preparation of, the Merged Group Information.

SPAC Material Adverse Effect means a change, event, circumstance, occurrence, condition, matter or thing (each a Specified Event) which, whether individually or when aggregated with all such Specified Events that have occurred, has had or would be considered reasonably likely: to have, either individually or when aggregated with any other events, matters or circumstances, a material adverse effect on the assets and liabilities, financial condition, business or results of operations of SPAC but does not include events, matters or circumstances:

provided; any Specified Event resulting from a matter described in this sub-clause (e) may be taken into account in determining whether a SPAC Material Adverse Effect has occurred or would be considered reasonably likely to occur to the extent such Specified Event has or has had a disproportionate adverse effect on SPAC, relative to other participants operating in the industries or markets in which SPAC operates.

SPAC Merger has the meaning ascribed to “Merger” in the BCA.

SPAC Party means each of the Authorised Persons of SPAC.

SPAC Prescribed Occurrence means the occurrence of any of the following events:

provided that a SPAC Prescribed Occurrence will not include:

SPAC Private Warrants has the meaning ascribed to that term in the BCA.

SPAC Proposals means the approval and adoption of (1) the BCA and the Transactions, (2) each other proposal that the staff of the SEC indicates is necessary in its comments to the Registration/Proxy Statement or in its correspondence related thereto, (3) each other proposal reasonably agreed by SPAC and PlayUp as necessary or appropriate in connection with the consummation of the Transactions, and (4) a proposal for the adjournment of the SPAC Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

SPAC Proxy Statement means the proxy statement to be sent to SPAC Stockholders for the purpose of obtaining the SPAC Stockholder Approval.

SPAC Public Warrants has the meaning ascribed to that term in the BCA.

SPAC Public Units has the meaning ascribed to that term in the BCA.

SPAC Representations and Warranties means the representations and warranties of SPAC set out in clause 8.2.

SPAC SEC Reports means all statements, forms, reports and documents required to be filed or furnished by SPAC prior to the date of this deed with the SEC pursuant to the Securities Act or the Exchange Act since its initial public offering, together with any exhibits and schedules thereto and incorporated therein, and as supplemented, modified or amended since the time of filing.

SPAC Stockholder Approval means the adoption and approval of (a) the BCA and the Transactions by the affirmative vote of at least (i) a majority of the issued and outstanding SPAC Shares, voting together as a single class and (ii) a majority of the outstanding SPAC Class A Common Shares, voting separately as a single series, and (b) the other SPAC Proposals by the affirmative vote of a majority of votes cast by holders of SPAC Shares, in each case, whether in person or by proxy at the SPAC Stockholder Meeting (or any adjournment thereof), in accordance with Listing Rules, SPAC’s Certificate of Incorporation and the Delaware General Corporation Law.

SPAC Stockholder Meeting means a special meeting of the SPAC Stockholders to obtain the SPAC Stockholder Approval.

SPAC Stockholders means each person registered as a holder of SPAC Shares.

SPAC Shares has the meaning ascribed to that term in the BCA.

SPAC Stockholder Redemption Amount has the meaning ascribed to that term in the BCA.

Sponsor has the meaning ascribed to that term in the BCA.

Subsidiary has the meaning given to that term in Division 6 of Part 1.2 of the Corporations Act.

Superior Proposal means a bona fide Competing Proposal which the PlayUp Board determines, acting in good faith and in order to satisfy what PlayUp considers to be the PlayUp Directors’ statutory or fiduciary duties (after having received advice from its external legal advisors and, if appropriate, financial advisors):

Surviving SPAC has the meaning ascribed to that term in the BCA.

Tax means any tax, levy, charge, excise, GST, impost, rates, duty, fee, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any fiscal Government Agency and includes any interest, fine, penalty, charge, fee, expenses or other statutory charges or any other such amount imposed by any fiscal Government Agency on or in respect of any of the above.

Tax Law means a Law with respect to or imposing any Tax.

Tax Return means any computation, return or document relating to Tax including any which must be lodged with a Government Agency or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, schedule or election and any attachment).

Taxation Condition means a condition or undertaking consistent with the ‘standard’ form of tax conditions published in FIRB’s Guidance Note 12 as last updated on 9 July 2021.

Timetable means the indicative timetable in relation to the Transaction set out in Schedule 1 with such modifications as may be agreed in writing by PlayUp and SPAC.

Transaction Documents means the BCA and the Ancillary Agreements (as defined in the BCA).

Transactions has the meaning ascribed to such term in the BCA.

Transfer Tax means any sales, use, value-added, business, goods and services, transfer (including any stamp duty or other similar Tax chargeable in respect of any instrument transferring property), documentary, conveyancing or similar Tax or expense or any recording fee, in each case that is imposed as a result of the Transactions, together with any penalty, interest and addition to any such item with respect to such item; provided, however, for the avoidance of doubt, the term Transfer Tax shall not include any income Tax or similar Tax imposed on any direct or indirect equity holder of SPAC, Parent, or PlayUp.

Treasury Regulations means the United States Treasury regulations promulgated under the Code.

Unrestricted Cash means cash or cash equivalents of any member of PlayUp Group that would not appear as “restricted” on a consolidated balance sheet of any member of PlayUp Group.

Interpretation

PlayUp awareness

SPAC awareness

Best and reasonable endeavours

to procure the relevant thing (except, in each case, in circumstances that are commercially onerous or unreasonable in the context of this deed); or

except, in each case, where that provision expressly specifies otherwise and, for the avoidance of doubt, that party will not breach the relevant provision requiring the use of best, all reasonable endeavours or similar where the party does not procure that the thing is performed or occurs or does not occur as a result of matters outside the control or influence of the party.

Proposal of Scheme

Conditions to Scheme

Satisfaction of Conditions

provided that in doing so, the party may withhold or redact information if and to the extent the information is confidential to a third party or materially commercially sensitive to the party (or any of its Related Bodies Corporate); and

SPAC Stockholder Approval

Waiver

Notifications

Certificate

Scheme voted down because of Headcount Test

Conditions not capable of being satisfied

and neither of the following has occurred:

then SPAC and PlayUp must consult in good faith to determine whether they can reach agreement with respect to:

Interpretation

Scheme

Scheme Consideration

Fractional entitlements

Ineligible Foreign Holders

No amendment to Scheme without consent

Other PlayUp securities

United States Tax Treatment

PlayUp’s obligations

Scheme Booklet

Independent Expert’s Report

Investigating Accountant’s Report

PlayUp Information

Consultation

Verification

Liaison with ASIC

Approval of Scheme Booklet

Section 411(17)(b) statements

Court documents

Parent and SPAC representation at Court hearings

First Court hearing

Registration of Scheme Booklet

Despatch Scheme Booklet

Supplementary disclosure

promptly consult with SPAC in good faith as to the need for, and form of, any supplementary disclosure to PlayUp Shareholders, and make any such disclosure that it considers reasonably necessary in the circumstances, having regard to applicable Laws and RG 60. Such consultation with SPAC includes, to the extent reasonably practicable, providing SPAC with a reasonable opportunity to review and comment on such disclosure before it is made and must consider in good faith any comments provided by or on behalf of SPAC, provided the comments are given in a timely manner. To the extent that the supplementary disclosure relates to (or constitutes) SPAC Information, it may only be made with SPAC’s prior written consent (which consent must not be unreasonably withheld or delayed);

Convening the Scheme Meeting

Convening the General Meeting

Representation

Court approval application

Second Court hearing

Lodge copy of Court order

Implementation