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

Documents

Compliance with laws

SPAC’s obligations

SPAC Information

Drafts of Scheme Booklet

Confirmation of SPAC Information

Independent Expert

Investigating Accountant

Due diligence and verification

Assistance with Scheme Booklet and Court documents

Representation

Deed Poll

Accuracy of SPAC Information

Update SPAC Information

Promote merits of Transaction

Compliance with Laws

Parent’s obligations

Consent

Deed Poll

Scheme Consideration

PlayUp Shareholder

Court process

Responsibility statements

Disagreement on content

SPAC Board Recommendation

No SPAC Competing Transaction

Conduct of PlayUp business

provided that:

without the consent of SPAC; and

PlayUp permitted activities

Change of control

SPAC conduct of business

Parent conduct of business

Qualifications on the SPAC Representations and Warranties

SPAC representations and warranties

Validly existing

Authority and power

No brokers

No default

Deed binding

No approvals

SPAC Information

New information

Independent Expert

Other dealings

Dealings with officers and employees

Dealings in PlayUp securities

Insolvency Event or regulatory action

Taxes

Issued capital

and SPAC has not issued (and has not agreed to issue) any other SPAC Shares, or options, performance rights, warrants, convertible notes, instruments or other securities that may convert into SPAC Shares.

PlayUp representations and warranties

Validly existing

Authority and power

No brokers

No default

Deed binding

No approvals

PlayUp Information

New information

Independent Expert

Issued capital

and PlayUp has not issued (and has not agreed to issue) any other PlayUp Shares, or options, performance rights, warrants, convertible notes, instruments or other securities that may convert into PlayUp Shares; and

Insolvency Event or regulatory action

Taxes

Permits; Compliance

Financial Statements

Absence of Certain Changes of Events

Litigation

Intellectual Property

Compliance with International Trade & Anti-Corruption Laws

Gaming

Qualifications on the PlayUp Representations and Warranties

Parent representations and warranties

Validly existing

Authority and power

No default

Deed binding

No approvals

Ownership; operations

Insolvency

Survival of representations

Timing of representations and warranties

No representation or reliance

No-shop

No-talk

Due diligence information

and for the avoidance of doubt, the evaluation of a Competing Proposal for the purposes of this clause 9.5 is not a breach of this clause 9.

Public Announcements on execution

Public announcements

Required Disclosure

Termination by notice

Termination by PlayUp

Effect of termination

No other termination

Deeds of indemnity

Directors’ and officers’ insurance

Obligations in relation to directors’ and officers’ insurance

as amended to provide for run off cover in accordance with clause 12.10(b);

Service of notices

Effective on receipt

but if the delivery or transmission under clause 14.3(a) or 14.3(b) is not on a Business Day or after 5:00pm on a Business Day, the Notice is taken to be received at 9:00am on the Business Day after that delivery, receipt or transmission.

Amendments

Assignments

No partnership or joint venture

Consents and approvals

Costs

GST