Exhibit 10.6

 

OPTION EXCHANGE/SUPPLEMENTAL SUBSCRIPTION AGREEMENT

(for D1 share options/D3 shares)

 

Riccardo Zacconi

 











 

OPTION EXCHANGE/SUPPLEMENTAL SUBSCRIPTION AGREEMENT made on 21 March 2014

 

BETWEEN:

 

	
(1)
    	
MIDASPLAYER INTERNATIONAL HOLDING COMPANY   P.L.C., company number C40465, a public limited company whose registered   office is at Aragon House Business Centre, Dragonara Road, St. Julian’s, STJ   3140, Malta (“MIHC”);
    
	
 
    	
 
    
	
(2)
    	
KING DIGITAL ENTERTAINMENT PUBLIC LIMITED   COMPANY, company number 529753, a public limited company whose registered   office is at Fitzwilton House, Wilton Place, Dublin 2, Ireland (“King Digital Entertainment”); and
    
	
 
    	
 
    
	
(3)
    	
The individual named in the Schedule to this   Agreement (the “Subscriber”).
    


 

RECITALS

 

 

	
A.
    	
The Subscriber was granted an option to acquire D1 Ordinary Shares in   MIHC (“MIHC D1 Shares”), which option is   described in the Schedule to this Agreement under the heading “MIHC Option”   (the “MIHC Option”);
    
	
 
    	
 
    
	
B.
    	
The MIHC Option is evidenced by an Individual Option and Subscription   Agreement entered into between MIHC and the Subscriber (the “Option and Subscription Agreement”);
    
	
 
    	
 
    
	
C.
    	
It is proposed that King Digital Entertainment will become the new   holding company of MIHC by reason of all of the shareholders in MIHC   exchanging their MIHC shares for shares in King Digital Entertainment (the “Share for Share Exchange”) with the objective of King   Digital Entertainment listing its shares on the New York Stock Exchange (the   “Proposed Listing”);
    
	
 
    	
 
    
	
D.
    	
Pursuant to the Share for Share Exchange, shares in MIHC shall be   exchanged for shares in King Digital Entertainment on a 2 for 5 basis (the “Exchange Ratio”);
    
	
 
    	
 
    
	
E.
    	
Each individual who holds an option to subscribe for MIHC D1 Shares   has been requested by MIHC to release such option in consideration of the   grant to him of an equivalent option over A Ordinary Shares in King Digital   Entertainment (“New Option Shares”);
    
	
 
    	
 
    
	
F.
    	
The Subscriber has agreed to release the MIHC Option in consideration   of the grant to him by King Digital Entertainment of an equivalent option   over New Option Shares, which option is described in the Schedule to this   Agreement under the heading “New Option” (the “New Option”);
    
	
 
    	
 
    
	
G.
    	
The number of New Option Shares subject to the New Option and the   Exercise Price per New Option Share reflect adjustments made to the MIHC   Option to take account of the Exchange Ratio;
    
	
 
    	
 
    
	
H.
    	
The Subscriber has acquired D3 Ordinary Shares in MIHC, which are   described in the Schedule to this Agreement under the heading “MIHC Linked   Shares” (the “MIHC Linked Shares”) and were   issued to and are held by the Subscriber subject to the articles of association   of MIHC and the Option and Subscription Agreement;
    
	
 
    	
 
    
	
I.
    	
The Employee has received a letter of offer from King Digital   Entertainment in which King Digital Entertainment has offered to acquire his   MIHC Linked Shares in exchange for shares in King Digital Entertainment;
    
	
 
    	
 
    
	
J.
    	
Upon completion of the Share for Share Exchange the Employee will   receive the shares in King Digital Entertainment described in the Schedule to   this Agreement under the heading “New Linked Shares” (the “New Linked Shares”) in exchange for his MIHC Linked Shares   and the allotment of the New Linked Shares, and the subscription price paid   per New Linked Share and the D3 Hurdle Price and D3 Hurdle Amount applicable   thereto, as adjusted to reflect the Exchange Ratio, shall be evidenced by a   letter of allotment issued by King Digital Entertainment upon completion of   the Share for Share Exchange (the “New Letter of Allotment”);
    


 

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K.
    	
The New Option shall be granted upon and subject to the terms and   conditions that applied to the MIHC Option pursuant to the Option and   Subscription Agreement but as if amended by this Agreement, and to the   additional terms and conditions set out in this Agreement;
    
	
 
    	
 
    
	
L.
    	
The New Linked Shares shall be held by the Subscriber subject to the   articles of association of King Digital Entertainment in effect from time to   time (the “KDE Articles”) and to the terms   and conditions that applied to the MIHC Linked Shares pursuant to the Option   and Subscription Agreement, as if amended by this Agreement;
    
	
 
    	
 
    
	
M.
    	
The Board of Directors of MIHC has determined, in accordance with   Clause 7 of the Option and Subscription Agreement, that the Subscriber’s   rights under the New Option, and the terms and conditions of the New Option,   and the provisions relating to the New Linked Shares are equivalent to such   rights, terms and conditions and provisions, respectively, as applied to the   MIHC Option and the MIHC Linked Shares under the Option and Subscription   Agreement,
    
	
 
    	
 
    
	
N.
    	
The New Option Shares will be redesignated as Ordinary Shares of King   Digital Entertainment upon the Proposed Listing; and
    
	
 
    	
 
    
	
O.
    	
Immediately prior to the Proposed Listing, the New Linked Shares shall   convert into A Ordinary Shares and/or A Deferred Shares in the capital of   King Digital Entertainment, in accordance with the KDE Articles and upon the   Proposed Listing such A Ordinary Shares shall be redesignated as Ordinary   Shares.
    


 

THE PARTIES AGREE as follows:

 

	
1.
    	
Definitions
    
	
 
    	
 
    
	
 
    	
In this Agreement, all defined terms used in the Option and   Subscription Agreement shall, unless herein defined, bear the same meaning   herein and all other references shall be construed in accordance therewith,   except to the extent that the context otherwise requires.
    
	
 
    	
 
    
	
2.
    	
Agreement   to Release MIHC Option
    
	
 
    	
 
    
	
 
    	
In consideration of the undertaking by King Digital Entertainment to   grant the New Option, the Subscriber irrevocably agrees to irrevocably and   unconditionally release the MIHC Option and all rights he has or may have   under the Option and Subscription Agreement in respect of MIHC D1 Shares, and   upon such release the MIHC Option shall be cancelled by MIHC.
    
	
 
    	
 
    
	
 
    	
Notwithstanding the release of the MIHC Option, the obligations of the   Subscriber pursuant to Clause 4 of the Option and Subscription Agreement   shall continue in effect and the power of attorney contained in Clause 9   thereof shall remain valid, binding and in existence.
    
	
 
    	
 
    
	
3.
    	
Undertaking   to Grant New Option
    
	
 
    	
 
    
	
 
    	
In consideration of the agreement by the Subscriber to release the   MIHC Option, King Digital Entertainment undertakes to grant the New Option.
    
	
 
    	
 
    
	
4.
    	
Effectiveness   of Release of MIHC Option and Grant of New Option
    
	
 
    	
 
    
	
 
    	
The release of the MIHC Option by the Subscriber pursuant to Clause 2   and the grant of the New Option by King Digital Entertainment pursuant to   Clause 3 shall take effect immediately upon the Share for Share Exchange   being completed.
    


 

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5.
    	
Terms   of New Option
    
	
 
    	
 
    
	
 
    	
The New Option shall be granted upon and subject to the same terms and   conditions as applied to the MIHC Option, as set out in the Option and   Subscription Agreement but as if the amendments in Part 1 and Part 2 of the   Appendix to this Agreement had been made to the Option and Subscription   Agreement (subject in the case of the amendments in Part 2 to the Proposed   Listing), and to the additional terms and conditions set out in this   Agreement.
    
	
 
    	
 
    
	
 
    	
The New Option Agreement for purposes of Clause 7 of the Option and   Subscription Agreement shall mean this Agreement and the terms and conditions   set out in the Option and Subscription Agreement, as amended by this   Agreement.
    
	
 
    	
 
    
	
6.
    	
Exercise of New Option – Dividend Waiver
    
	
 
    	
 
    
	
 
    	
Exercise of the New Option prior to Listing shall be   subject to and conditional upon the Subscriber executing a dividend waiver,   in a form approved by the Board, in which he agrees to waive the right to dividends attaching   to the New Option Shares, such waiver to lapse on the earlier of the Proposed   Listing or 20 years from the date of its execution.
    
	
 
    	
 
    
	
7.
    	
Terms and Conditions   applicable to New Linked Shares
    
	
 
    	
 
    
	
 
    	
The New   Linked Shares shall be held by the Subscriber subject to the KDE Articles and   the terms and   conditions set out in the Option and Subscription Agreement, as if amended by   this Agreement.
    
	
 
    	
 
    
	
8.
    	
Counterparts
    
	
 
    	
 
    
	
 
    	
This Agreement may be executed in any number of counterparts and by   the different parties on separate counterparts, each of which when so   executed and delivered shall be an original, but all counterparts shall   together constitute one and the same instrument.
    
	
 
    	
 
    
	
9.
    	
Assignment
    
	
 
    	
 
    
	
 
    	
MIHC or King Digital Entertainment may assign any of their respective   rights under this Agreement. The Subscriber shall not assign his rights under   this Agreement.
    
	
 
    	
 
    
	
10.
    	
Governing   Law and Jurisdiction
    
	
 
    	
 
    
	
 
    	
This Agreement shall be interpreted and construed in accordance with   the laws of England and Wales, and the parties submit to the exclusive jurisdiction   of the Courts of England and Wales in relation to all matters arising under   this Agreement.
    
	
 
    	
 
    
	
11.
    	
Supersedes earlier   Agreement
    
	
 
    	
 
    
	
 
    	
This   Agreement supersedes the Option Exchange/Supplemental Subscription Agreement   previously entered into between the parties hereto with respect to the Option   and Subscription Agreement and such Option Exchange/Supplemental Subscription   Agreement shall have no effect from execution of this Agreement.
    


 

IN WITNESS WHEREOF the parties have executed this Agreement as a Deed on the date set out above.

 

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Appendix

 

Part 1 – Amendments Effective from the Grant of the New Option

 

	
1.
    	
The Schedule to this Agreement   shall be incorporated into and form part of the Option and Subscription   Agreement as Appendix 4;
    
	
 
    	
 
    
	
2.
    	
King Digital Entertainment shall replace Midasplayer International   Holding Company p.l.c. as the “Company”   (including in the references thereto in Schedule 3);
    
	
 
    	
 
    
	
3.
    	
Recitals (B), (C) and (D) shall be deleted in their entirety and   replaced with the following:
    
	
 
    	
 
    
	
 
    	
“(B)
    	
The Company has granted to the   Subscriber an option to acquire the Option Shares in consideration of the   Subscriber having released an option to acquire D1 Ordinary Shares of   Midasplayer International Holding Company p.l.c. (“MIHC”)   evidenced by an Individual Option and Subscription Agreement (the “MIHC Option”) in connection with the exchange of all of   the shares in MIHC for shares in the Company (the “Share for   Share Exchange”);
    
	
 
    	
 
    	
 
    
	
 
    	
(C)
    	
Pursuant to the Share for Share   Exchange, shares in MIHC were exchanged for shares in the Company on a 2 for   5 basis (the “Exchange Ratio”);
    
	
 
    	
 
    	
 
    
	
 
    	
(D)
    	
The Subscriber has acquired the Linked Shares pursuant to the exchange   of his D3 Ordinary Shares in MIHC (the “MIHC Linked Shares”)   for the Linked Shares in the Share for Share Exchange;
    
	
 
    	
 
    	
 
    
	
 
    	
(E)
    	
The allotment of the Linked   Shares, and the subscription price paid per Linked Share and the D3 Hurdle   Price and D3 Hurdle Amount applicable thereto, as adjusted to reflect the   Exchange Ratio, are evidenced by a letter of allotment issued by the Company   upon completion of the Share for Share Exchange (the “New Letter   of Allotment”); and
    
	
 
    	
 
    	
 
    
	
 
    	
(F)
    	
The Subscriber agrees to hold the Linked Shares subject to the terms   of the Articles and this Agreement. Pursuant to the provisions of this   Agreement and the Articles, the Linked Shares, or any shares into which they   are converted in connection with a listing of the Company’s shares on a   securities exchange or otherwise (or a proportion thereof) may, in certain   circumstances and at certain times, become subject to compulsory transfer   under this Agreement and/or the Articles or be converted into Deferred   Shares.”
    
	
 
    	
 
    
	
4.
    	
The definition of “Exercise Price” in Clause 1.1 of the Option and   Subscription Agreement shall be deleted in its entirety and replaced with the   following:
    
	
 
    	
 
    
	
 
    	
““Exercise Price”
    
	
 
    	
 
    
	
 
    	
means the Exercise Price per Option Share set out under the heading   “New Option” in Appendix 4 to this Agreement;”
    
	
 
    	
 
    
	
5.
    	
The definition of “Linked Shares”   in Clause 1.1 of the Option and Subscription Agreement shall be deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
““Linked Shares”
    
	
 
    	
 
    
	
 
    	
means the D3 Ordinary Shares of $0.00008 each in the capital of the   Company which in the letter of allotment issued by the Company to the   Subscriber are expressed as being “Linked Shares” for purposes of the Option   or any A Ordinary Shares of $0.00008 in the capital of the Company into which   such shares convert immediately prior to a Listing, redesignated as Ordinary   Shares upon a Listing;”.
    
	
 
    	
 
    
	
6.
    	
The definition of “Option Shares” in Clause 1.1 of the Option and   Subscription Agreement shall be deleted in its entirety and replaced with the   following:
    


 

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“ “Option Shares”
    
	
 
    	
 
    
	
 
    	
means the number of Shares set out in the column headed Number of New   Shares under the heading “New Option” in Appendix 4 to this Agreement which   are the subject of the Option;”
    
	
 
    	
 
    
	
7.
    	
The definition of “Share” in Clause 1.1 of the Option and Subscription   Agreement shall be deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
““Share”
    
	
 
    	
 
    
	
 
    	
means an A Ordinary Share of $0.00008 in the capital of the Company;”
    
	
 
    	
 
    
	
8.
    	
Clause 2.2 shall be deleted in its   entirety and replaced with the following;
    
	
 
    	
 
    
	
 
    	
“The Option is granted on the effective date of the Share for Share   Exchange.”
    
	
 
    	
 
    
	
9.
    	
Clause 2.5.1 shall be deleted in   its entirety and replaced with the following;
    
	
 
    	
 
    
	
 
    	
“2.5.1
    	
the tenth anniversary of the Grant Date of the MIHC Option, as set out   in the agreement evidencing such option”;
    
	
 
    	
 
    
	
10.
    	
Clause 9 shall be deleted in its   entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
“Intentionally left blank”;
    
	
 
    	
 
    
	
 
    	
but, for the avoidance of doubt,   the power of attorney given under Clause 9 of the Option and Subscription   Agreement shall remain valid, binding and existing.
    
	
 
    	
 
    
	
11.
    	
In Schedule 1, Part A, paragraph 1   shall be deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
“1.      this   Part A of Schedule 1 shall apply to 1,500,000 of the Option Shares (the “Type A Option Shares);”
    
	
 
    	
 
    
	
12.
    	
In Schedule 1, Part A, the   following new provision shall be included after the existing text:
    
	
 
    	
 
    
	
 
    	
“4.    Notwithstanding   the provisions of clauses 2.5.3 and 5.3.1, in the event that (i) a Sale is to   take place on a date prior to the date 36 months after the Effective Date,   and (ii) in connection with the Sale the Acquiring Company requests that the   Subscriber release his rights under the Option with respect to any Type A   Option Shares that are capable of vesting after the date of the Sale in   accordance with paragraph (a)(ii) of this Schedule (Part A) (the “Change of Control Termination Option Shares”) in   consideration for the grant to him of equivalent rights but relating to   shares in a different company, whether such rights are equivalent for such   purpose being determined in accordance with clauses 5.3.2.2 and 5.3.2.3 (but   adjusted to take account of the fact that the release relates only to the   Change of Control Termination Option Shares), then the Subscriber shall so   release his rights under the Option with respect to the Change of Control   Termination Option Shares. In such event, clause 5.3.3 shall apply to the new   rights granted (but again adjusted in such manner as the Board considers   reasonable to take account of the fact that the release related only to the   Change of Control Termination Option Shares) and from the effective date of   grant of the equivalent rights, the Type A Option Shares for purposes of   paragraph (a)(ii) of this Schedule shall mean the shares in the company to   which such new rights relate. In the event the Subscriber refuses or fails to   release his rights under the Option with respect to the Change of Control   Termination Option Shares pursuant to a request made by the Acquiring Company   in accordance with this paragraph 4, the Option shall lapse with respect to   the Change of Control Option Shares upon the Sale becoming effective in   accordance with its terms.”
    


 

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13.
    	
In Schedule 1, Part B, paragraph 1   shall be deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
“1.     this   Part B of Schedule 1 shall apply to 1,500,000 of the Option Shares (the “Type B Option Shares) being those Option Shares to which   Part A does not apply;”
    
	
 
    	
 
    
	
14.
    	
In Schedule 1, Part B, the   definition of “Target Price”, the amounts “$65”, “$80” and “$95”, in paragraphs   (a), (b) and (c) shall be replaced with the amounts “$26”, “$32” and “$38”,   respectively.
    
	
 
    	
 
    
	
15.
    	
In Schedule 2, Clause 1.1 shall be   deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
“The Subscriber agrees to acquire and hold the Linked Shares subject   to the terms and conditions of this Agreement and the Articles.”
    
	
 
    	
 
    
	
16.
    	
In Schedule 2, Clause 2, the   following new provision shall be included as paragraph 2.8;
    
	
 
    	
 
    
	
 
    	
“For the avoidance of doubt,   references in this paragraph 2 to “the price paid by the Subscriber on   subscription for the Unreleased Shares” shall mean, with respect to each   Unreleased Share, the subscription price paid for such Unreleased Share as   set out in the New Letter of Allotment. “
    


 

PART 2 – AMENDMENTS SUBJECT TO THE PROPOSED LISTING

 

 

	
1.
    	
The   definitions of “Company Conversion Information Notice”, “Conversion Date”,   and “Conversion Number” in Clause 1.1 shall be deleted.
    
	
 
    	
 
    
	
2.
    	
The definition of “Fair Price” in   Clause 1.1 of the Option and Subscription Agreement shall be deleted in its   entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
““Fair Price”
    
	
 
    	
 
    
	
 
    	
means, as of any date, the value   of a Share determined as follows:
    
	
 
    	
 
    
	
 
    	
(a)
    	
if the Shares are publicly traded   and listed on a national securities exchange, the closing price on the date   of determination on the principal national securities exchange on which the   Shares are listed or admitted to trading as reported in The Wall Street   Journal or such other source as the Board deems reliable;
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
if the Shares are publicly traded   but are neither listed nor admitted to trading on a national securities   exchange, the average of the closing bid and asked prices on the date of   determination as reported in The Wall Street Journal or such other source as   the Board deems reliable; or
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
if none of the foregoing is   applicable, by the Board in good faith;
    
	
 
    	
 
    
	
3.
    	
In the   definition of “Good Leaver” in Clause 1.1, the words “(subject to the   Investor Director (as such term is defined in the Articles) voting in favour   of such determination)” shall be deleted.
    
	
 
    	
 
    
	
4.
    	
All references to the Investor   Director shall be deleted.
    


 

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5.
    	
The definition of “Sale” in Clause   1.1 shall be deleted in its entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
““Sale”
    
	
 
    	
 
    
	
 
    	
means the acquisition by a person, entity or “group” (within the meaning of   Section 13(d) of the Exchange Act of the United States (the “Exchange Act”) or any comparable successor provisions) of   beneficial ownership (within the meaning of Rule 13d-3 promulgated under the   Exchange Act, or comparable successor rules) of issued or outstanding voting   securities of the Company representing more than fifty per cent (50%) of the   combined voting power of the Company, whether as a result of making a general   offer to acquire the whole of the issued share capital of the Company or all   the shares in the Company which are of the same class as the Shares, a   court-sanctioned compromise or scheme of arrangement, or otherwise, but   excluding a transaction which (i) results in the Company’s voting securities   in issue immediately before the transaction continuing to represent (either   by remaining in issue or outstanding or by being converted into voting   securities of the company or the person that, as a result of the transaction,   controls, directly or indirectly, the Company or owns, directly or   indirectly, all or substantially all of the Company’s assets or otherwise   succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or   indirectly, at least 50% of the combined voting power of the Successor   Entity’s issued or outstanding voting securities immediately after the   transaction, and (ii) after which no person, entity or group beneficially   owns voting securities representing 50% or more of the combined voting power   of the Successor Entity; provided, however, that no person or group shall be   treated for purposes of this definition as beneficially owning 50% or more of   the combined voting power of the Successor Entity solely as a result of the   voting power held in the Company prior to the consummation of the   transaction.”
    
	
 
    	
 
    
	
6.
    	
The definition of “Share” in   Clause 1.1 of the Option and Subscription Agreement shall be amended to read   as follows:
    
	
 
    	
 
    
	
 
    	
““Share”
    
	
 
    	
 
    
	
 
    	
means an Ordinary Share of $0.00008 in the capital of the Company; “.
    
	
 
    	
 
    
	
7.
    	
Clause 3.8 shall be deleted in its   entirety.
    
	
 
    	
 
    
	
8.
    	
In Schedule 2, paragraphs 2.4 and   2.5 shall be deleted in their entirety and replaced with the following:
    
	
 
    	
 
    
	
 
    	
2.4
    	
In the event that a Sale is to occur, the   number of Linked Shares which have not been Released as at the date of the   Sale (or, in the case only of a Sale which does not consist of a sale of the   entire issued share capital of the Company, such number as is determined by   the Board) shall, unless otherwise determined by the Board, pursuant to   notice served on the Subscriber be acquired by the Company in accordance with   the Articles or by an Employee Benefit Trust, without payment of   consideration to the Employee;
    
	
 
    	
 
    	
 
    
	
 
    	
2.5
    	
The Employee shall procure the transfer to   the Company or the Employee Benefit Trust, as appropriate, of the Linked   Shares subject to the notice served pursuant to Clause 2.4 on the date   specified by the Board in the notice given.”
    
	
 
    	
 
    
	
9.
    	
In   Schedule 2, paragraph 3 shall be deleted in its entirety and replaced with   the following:
    
	
 
    	
 
    
	
 
    	
 
    	
““3.    Share Transfer/Share Certificates
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Subscriber shall not transfer or   dispose of any Linked Shares that have not been Released or enter into any   arrangement which may place any Encumbrance on such Linked Shares, without   the prior written consent of the Board. The Company shall retain the share   certificates issued in respect of Linked Shares until they are Released”.
    
	
 
    	
 
    
	
10.
    	
Schedule   3 shall be deleted.
    


 

8











 

SCHEDULE

 

 

(To be appended to the Option and Subscription Agreement, as if amended by this Agreement, as Appendix 4)

 

Option and Linked Shares

 

Name of Subscriber: Riccardo Zacconi

 

Option

 

MIHC Option

(pre-Share for Share Exchange)

 

	
Number   of D1 Ordinary
   Shares in MIHC
    	
Exercise   Price per Share
    	
Aggregate   Exercise Price
    
	
 

1,200,000
    	
 

$18.66
    	
 

$22,392,000
    


 

 

New Option

(post-Share for Share Exchange and adjusted to reflect the Exchange Ratio)

 

 

	
Number   of Shares
   (A Ordinary Shares in King
   Digital Entertainment)

(rounded down to the nearest share)
    	
Exercise   Price per Share

 

 

 
    	
Aggregate   Exercise Price
    
	
 

3,000,000

 
    	
 

$7.46
    	
 

$22,380,000
    


 

 

 

Linked Shares

 

 

MIHC Linked Shares

(pre-Share for Share Exchange)

 

	
Number   of MIHC
   Linked Shares
    	
Class   of MIHC Shares

 
    	
Nominal   value per Share
    
	
1,200,000
    	
D3 Ordinary
    	
€0.000149
    


 

 

New Linked Shares

(post-Share for Share Exchange and adjusted to reflect the Exchange Ratio)

 

	
Number   of New
   Linked Shares
    	
Class   of King Digital Entertainment Shares
    	
Nominal   value per Share
    
	
3,000,000
    	
D3 Ordinary

 
    	
$0.00008
    


 

9











 

	
EXECUTED AS A DEED by
    	
)
    	
 
    
	
MIDASPLAYER INTERNATIONAL
    	
)
    	
 
    
	
HOLDING COMPANY P.L.C.
    	
)
    	
 
    
	
acting by a director in the presence
    	
)
    	
 
    
	
of a witness:-
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
.../s/ Marius J McKeon..............................................
    	
 
    
	
 
    	
 
    	
Director
    	
 
    


 

 

	
Witness’ Signature:
    	
.../s/ Luci Ingram..............................................
    
	
 
    	
 
    
	
Witness’ Name:
    	
...Luci Ingram..............................................
    
	
 
    	
 
    
	
Witness’ Address:
    	
[_____________]
    
	
 
    	
 
    
	
Witness’ Occupation:
    	
Solicitor
    


 

 

	
PRESENT when the common seal

of KING DIGITAL   ENTERTAINMENT PLC

was affixed to this Deed:
    	
 
    	
 

/s/   Sebastian Knutsson

 
    
	
 
    	
 
    	
Signature
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Sebastian Knutsson

 
    
	
 
    	
 
    	
Print name
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ F Williams

 
    
	
 
    	
 
    	
Signature
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Frankie Williams

 
    
	
 
    	
 
    	
Print name
    


 

 

 

 

	
EXECUTED AS A DEED by
    	
)
    	
 
    
	
RICCARDO ZACCONI
    	
)
    	
.../s/ RZ..............................................
    
	
in the presence of:-
    	
)
    	
 
    


 

	
Witness’ Signature:
    	
.../s/ Luci Ingram..............................................
    
	
 
    	
 
    
	
Witness’ Name:
    	
...Luci Ingram..............................................
    
	
 
    	
 
    
	
Witness’ Address:
    	
[_____________]
    
	
 
    	
 
    
	
Witness’ Occupation:
    	
Solicitor
    


 

10