Inspired Entertainment, Inc. - FORM 8-K - EX-10.18 - EXHIBIT 10.18 - December 30, 2016

Attached files

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EX-21.1 - EXHIBIT 21.1 - Inspired Entertainment, Inc.v455988_ex21-1.htm
EX-10.17 - EXHIBIT 10.17 - Inspired Entertainment, Inc.v455988_ex10-17.htm
EX-10.16 - EXHIBIT 10.16 - Inspired Entertainment, Inc.v455988_ex10-16.htm
EX-10.9 - EXHIBIT 10.9 - Inspired Entertainment, Inc.v455988_ex10-9.htm
EX-10.4 - EXHIBIT 10.4 - Inspired Entertainment, Inc.v455988_ex10-4.htm
EX-10.3 - EXHIBIT 10.3 - Inspired Entertainment, Inc.v455988_ex10-3.htm
EX-10.2 - EXHIBIT 10.2 - Inspired Entertainment, Inc.v455988_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - Inspired Entertainment, Inc.v455988_ex10-1.htm
EX-3.1 - EXHIBIT 3.1 - Inspired Entertainment, Inc.v455988_ex3-1.htm
8-K - FORM 8-K - Inspired Entertainment, Inc.v455988_8k.htm

 

Exhibit 10.18

 

completion arrangements AGREEMENT

 

THIS AGREEMENT is made on December 23 2016 between:

 

(1)THE VENDORS whose names are listed in schedule 1 to the Sale Agreement (the "Vendors"); and

 

(2)HYDRA INDUSTRIES ACQUISITION CORP, a company incorporated in the State of Delaware, USA and having its executive office at 250 West 57th Street, New York, NY 10107 (the "Purchaser").

 

BACKGROUND

 

(A)The Vendors and the Purchaser (together the "Parties") have entered into a sale and purchase agreement dated 13 July 2016 (the "Sale Agreement").

 

(B)The Parties wish to document certain finalised arrangements in relation to the completion of the Sale Agreement as set out in the terms of this Completion Arrangements Agreement.

 

IT IS AGREED AS FOLLOWS

 

1.DEFINITIONS AND INTERPRETATION/SCHEDULES

 

1.1.Unless the context shall otherwise require, words and expressions in this Agreement shall be given the meanings ascribed to them and shall be interpreted in accordance with the Sale Agreement.

 

1.2.The schedule to this Agreement forms part of and shall be construed as one with this Agreement.

 

2.AGREEMENTS AND ARRANGEMENTS IN RELATION TO THE COMPLETION OF THE ORIGINAL AGREEMENT

 

2.1.The Parties hereby agree that the following amendments shall be made to the Sale Agreement:

 

2.1.1.Clause 7.2 shall be deleted and replaced with the following "The aggregate of the Base Consideration and the Accruing Negative Consideration (the "Completion Payment") shall be satisfied in whole by the Stock Element.";

 

2.1.2.Clause 27.4 shall be amended by deleting the existing sub-clause 27.4(b) and replacing it with the following "(b) the determination of the number of Consideration Shares to be issued, shall be calculated by reference to the average of the Conversion Rates for the 15 Business Day period ending on the day 2 Business Days before Completion.";

 

2.1.3.including an acknowledgement at the end of paragraph 4.1 of Schedule 4 that the Cash Element is zero and therefore no cash payment to the Vendors' Solicitors Client Account is required;

 

2.1.4.the figure of £4,155,000 in paragraph 4.5 of Schedule 4 shall be deleted and replaced with the figure of £2,155,000;

 

2.1.5.the existing text in Schedule 6, other than the definition of "Available Funds", shall be deleted and replaced with the following "The Cash Element shall be zero and the Stock Element shall be equal to the full Completion Payment.";

 

2.1.6.the definition of "Stock Element" in Schedule 8 shall be deleted and replaced with the following ""Stock Element" means 11,815,434 Consideration Shares in an amount equal to the Completion Payment;"; and

 

 

 

  

2.2.The Parties further agree the following:

 

2.2.1.The condition set out at Clause 6.3(b) of the Sale Agreement shall be deemed to have been satisfied;

 

2.2.2.Hydra shall, in substitution for the obligation to pay the Cash Element under paragraph 4.1 of Schedule 4, instead procure that (i) a payment of [£9,874,000] is made by electronic transfer of cleared funds for same day value into the account held with Lloyds Bank, 114-116 Colmore Row, Birmingham, B3 3BD in the name of Gaming Acquisitions Limited with sort code 30-00-03 and account number 01298907 and (ii) a payment of at least £8,201,047.50 is made by electronic transfer of cleared funds into the account held with Lloyds Bank, 114-116 Colmore Row, Birmingham, B3 3BD in the name of Inspired Gaming (UK) Limited with sort code 30-00-03 and account number 00039924; and in each case shall ensure that such funds are used for the general corporate purposes of the Purchaser's Group (and is specifically not expended either to (i) pay any of the fees or expenses incurred by the Purchaser's Group in relation to the transaction evidenced by the Sale Agreement (or expenses incurred in relation to the formation and general corporate requirements of the Purchaser) or (ii) any dividends or other distributions to shareholders of the Purchaser);

 

2.2.3.For the purposes of Clause 20.1, the Amendment Agreement shall be included within the definition of Transaction Documents.

 

3.GENERAL

 

2.2.Subject to the terms of this deed, the Sale Agreement shall remain in full force and effect.

 

2.3.With effect from the date hereof, this deed and the Sale Agreement shall be read and construed as one document and all references to the Sale Agreement shall henceforth be read and construed as references to the Sale Agreement as amended by this deed.

 

3.INCORPORATION OF TERMS

 

The provisions of Clause 18 (Variation), Clause 16 (Remedies and Waivers), Clause 17(Assignment), Clause 18 (Vendors' Representatives), Clause 20 (Entire Agreement), Clause 21 (Counterparts), Clause 22 (Invalidity), Clause 23 (Rights of Third Parties), Clause 24 (Variation), Clause 25 (Consequences of Termination), Clause 26 (Notices), Clause 27 (General) mutatis mutandis and Clause 28 (Governing Law and Jurisdiction) of the Sale Agreement shall be deemed to be incorporated in this deed as if set out in full in this deed and as if reference in those clauses to "this Agreement" are references to this deed.

 

IN WITNESS WHEREOF this deed has been duly executed and delivered the day and year first hereinbefore written.

 

 

 

 

EXECUTION 

 

EXECUTED AS A DEED AS FOLLOWS

 

SIGNED and DELIVERED as a DEED by

 

for and on behalf of HYDRA INDUSTRIES ACQUISITION CORP.

in the presence of:

 /s/ George Perg
   
/s/ Eric Carrera Witness  
     
Eric Carrera Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED as a DEED by

, Director

for and on behalf of DMWSL 633 LIMITED

in the presence of:

 
/s/___________________________
DIRECTOR
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

  

 

 

 

SIGNED and DELIVERED as a DEED by

, Director

for and on behalf of DMWSL 632 LIMITED

in the presence of:

 
/s/___________________________
DIRECTOR
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

SIGNED and DELIVERED as a DEED by

, Director

for and on behalf of GAMING ACQUISITIONS LIMITED
in the presence of:

 
/s/___________________________
DIRECTOR
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

 

SIGNED and DELIVERED

as a DEED by DAVID WILSON acting by his duly authorised Attorney, ________________________
in the presence of:

 


/s/___________________________
For and on behalf of

DAVID WILSON

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

  

 

SIGNED and DELIVERED

as a DEED by JAMES O'HALLERAN acting by his duly authorised Attorney, ________________________
in the presence of:

 


/s/___________________________
For and on behalf of

JAMES O'HALLERAN

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by LEE GREGORY acting by his duly authorised Attorney,

________________________
in the presence of:

 


/s/___________________________
For and on behalf of

LEE GREGORY

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

SIGNED and DELIVERED

as a DEED by STEVEN ROGERS acting by his duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

STEVEN ROGERS

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

SIGNED and DELIVERED

as a DEED by STEVEN HOLMES
in the presence of:

 
/s/___________________________
STEVEN HOLMES
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

 

SIGNED and DELIVERED

as a DEED by ALISTAIR HOPKINS acting by his duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

ALISTAIR HOPKINS

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED

as a DEED by ZIRIA ENTERPRISES LTD acting by its duly authorised Attorney, ________________________
in the presence of:

 


/s/___________________________
For and on behalf of

ZIRIA ENTERPRISES LTD

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by TARIQ TUFAIL acting by his duly
authorised Attorney,

________________________
in the presence of:

 


/s/___________________________
For and on behalf of

TARIQ TUFAIL

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

SIGNED and DELIVERED

as a DEED by CARLTON TERRY acting by his
duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

CARLTON TERRY

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by STEVE COLLETT acting by his duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

STEVE COLLETT

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED

as a DEED by LUCY BUCKLEY acting by her duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

LUCY BUCKLEY

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by ANDREW BARBER acting by his
duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

ANDREW BARBER

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED

as a DEED by ALEX MACGREGOR-DEVLIN
acting by his duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

ALEX MACGREGOR-DEVLIN

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by STEVEN DAVIES acting by his
duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

STEVEN DAVIES

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

SIGNED and DELIVERED

as a DEED by RICHARD WHITE acting by his
duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

RICHARD WHITE

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED

as a DEED by MATT INGRAM acting by his
duly authorised Attorney,
________________________
in the presence of:

 


/s/___________________________
For and on behalf of

MATT INGRAM

/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

 

SIGNED and DELIVERED as a DEED by

, Manager

for and on behalf of LANDGAME S.À.R.L.
in the presence of:

 
/s/___________________________
MANAGER
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED as a DEED for and on behalf of
ARES CAPITAL EUROPE LIMITED
acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of NORTH ATLANTIC VALUE GP III LIMITED
acting in its capacity as General Partner, for and on behalf of
TRIDENT PRIVATE EQUITY FUND III LP
acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of HARWOOD CAPITAL NOMINEES LIMITED
(CLIENT ACCOUNT A) acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
 in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of HARWOOD CAPITAL NOMINEES LIMITED
(CLIENT ACCOUNT B) acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
 in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED as a DEED for and on

behalf of HARWOOD CAPITAL NOMINEES LIMITED

(CLIENT ACCOUNT SC) acting by its duly authorised Attorney,

VITRUVIAN DIRECTORS I LIMITED

in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of HARWOOD CAPITAL NOMINEES LIMITED
(CLIENT ACCOUNT NS) acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

SIGNED and DELIVERED as a DEED for and on

behalf of HARWOOD CAPITAL NOMINEES LIMITED

(CLIENT ACCOUNT C) acting by its duly authorised Attorney,

VITRUVIAN DIRECTORS I LIMITED

in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of HARWOOD CAPITAL NOMINEES LIMITED
(CLIENT ACCOUNT D) acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation

 

 

 

 

 

 

SIGNED and DELIVERED as a DEED for and on

behalf of HARWOOD CAPITAL NOMINEES LIMITED

(CLIENT ACCOUNT E) acting by its duly authorised Attorney,

VITRUVIAN DIRECTORS I LIMITED

in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

SIGNED and DELIVERED as a DEED for and on
behalf of HARWOOD CAPITAL NOMINEES LIMITED
(CLIENT ACCOUNT H) acting by its duly authorised Attorney,
VITRUVIAN DIRECTORS I LIMITED
in the presence of:

 
/s/___________________________
 Attorney
/s/____________________ Witness  
______________________ Full Name  
______________________ Address  
______________________  
______________________ Occupation  

 

 

 

 

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