Online Enactment Date, such decision must be approved by the Collaboration Committee (which term is defined and discussed below). Depending on whether the additional Skins are Company-branded
Skins, offered in connection with a strategic capital investment in the Company or exchanged in return for access to jurisdictions outside the State of New York, the revenue generated from, and the costs associated with, the additional Skins will be
shared by the Company and bet365 in accordance with the terms of the Collaboration Agreement.
Online Casino/Table Games and Online
Poker
If the State of New York enacts laws during the Term of the Collaboration Agreement allowing the offering of online
casino/table games and/or online poker (the Online Gaming Services and, together with the bet365 Online Sportsbook Services, the bet365 Gaming Services), the parties will work in good faith and provide each other with
reasonable assistance for bet365 to manage, control and administer such Online Gaming Services utilizing the Gaming Facility License. Following the date on which holders of a Gaming Facility License are permitted to provide the online casino/table
games and/or online poker in the State of New York, bet365 will use commercially reasonable efforts to (i) cause the
Go-Live
Date to occur as soon as possible and (ii) for the Online Gaming Services offered by
bet365 to be competitive in the State of New York. If bet365 uses good faith efforts to launch the Online Gaming Services but is unable to do so, such failure will not be a breach of the Collaboration Agreement and the Company may freely contract
with a third party for such Online Gaming Services and the proceeds of such venture shall not be deemed Collaboration Revenue. The Online Gaming Services will be offered under the bet365 brand. To the extent required by law, the Online Gaming
Services will be
co-branded
with a bet365 brand and a Company brand or branded solely with a Company brand.
If a Company-branded online sportsbook is offered in the State of New York, the Company may request that the Company-branded online sportsbook
be configured to include the Online Gaming Services, as applicable. To the extent bet365 is successful at offering Online Gaming Services in the State of New York, the Company shall not enter into any arrangement with a third party to offer online
casino/table games and/or online poker using the Company brands.
Management of the Collaboration
The parties will form a committee of representatives from each party to approve certain actions relating to the Collaboration Agreement (the
Collaboration Committee). In addition, the Collaboration Committee will adopt an annual plan covering intended product developments relating to the bet365 Sportsbook Services and bet365 Gaming Services, if any. At all times, the parties
shall have the right to appoint an equal number of members to the Collaboration Committee and each of the Company and bet365 shall initially appoint two members each. Unless a member is deemed an unsuitable person for purposes of the gaming laws of
the State of New York, in which case such member will be removed immediately, only a party that appointed a member to the Collaboration Committee may remove such member and appoint a replacement. Each member of the Collaboration Committee is
entitled to one vote and any decision to be made by the Collaboration Committee must be approved by the affirmative vote of at least one bet365 member and one Company member then in office. In the event the Collaboration Committee deadlocks on a
decision, each party may request a meeting with the senior executives of both parties with the power and authority to resolve such deadlock.
Equity Investment into the Company
In connection with entering into the Collaboration Agreement, Investor (as defined below), an affiliate of bet365, and the Company entered into
a common stock purchase agreement (the bet365 Common Stock Purchase Agreement) pursuant to which Investor agreed to purchase up to 2,500,000 shares of Common Stock of the Company at a purchase price of $20.00 per share and for an
aggregate investment of $50 million. The terms and conditions of the bet365 Common Stock Purchase Agreement are discussed below.
After all gaming taxes have been paid and the parties have recouped their costs and expenses from the Collaboration Revenue, bet365 may
receive from Collaboration Revenue a distribution (the Preferred Distribution) equal to 50% of the positive difference, if any (the Common Stock Delta), between $20 and
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