Exhibit 10.17


 


PLATFORM
AND TECHNOLOGY SERVICES AGREEMENT –


2022
Annual Budget Supplementary Agreement


 


This
supplementary  agreement (the “2022 Annual Budget Supplementary Agreement”) is entered into on September
2, 2022 and with effects as of January 1, 2022 (the “Effective Date”) by and between: 


 


		1.	CODERE
                                            ONLINE MANAGEMENT SERVICES LIMITED, a company incorporated under the laws of Malta with
                                            registration number C88406 and, having its registered address at Level 3 (Suite no. 2265),
                                            Tower Business Centre, Tower Street, Swatar BKR 4013, Malta (hereinafter, the “Company”).



 


AND;


 


		2.	CODERE
                                            APUESTAS ESPAÑA S.L.U, a Company incorporated and registered in in the Public
                                            Property and Commerce Registry of Madrid volume 29357, sheet 79, section 8, page M-528758,
                                            entry 1s, and with its registered office at Alcobendas Av. Bruselas 26 Alcobendas
                                            (Madrid) Spain., (hereinafter referred to as the “CAES”).



 


		3.	CODERE
                                            NEWCO S.A., a Company incorporated and registered in in the Public Property and Commerce
                                            Registry of Madrid volume 34399, sheet 192, page M-618784, NIF no. A87172003, and with its
                                            registered office at Alcobendas Av. Bruselas 26 Alcobendas (Madrid) Spain (hereinafter referred
                                            to as the “NEWCO” or “PARENT”).



 


(CAES
and NEWCO both hereinafter also referred to jointly as the “Provider”.
The Company and the Provider also shall be referred to individually as “Party” or
collectively as “Parties”).


 


WHEREAS


 


		I.	The
Parties entered into a Platform and Technology Services Agreement effective as of January 1, 2021 (hereinafter, as it has been amended
from time to time and in particular on March 1, 2022, the “Agreement”), under which the Provider provides the Company
with platform and technology services for its online casino and online sport betting businesses, as described in the Agreement.



 


		II.	The
Parties enter into this 2022 Annual Budget Supplementary Agreement in order to execute and implement the terms set forth in Clause 3.3
of the Agreement and, in particular, to reflect the terms of the agreement reached on the budgeted Fees for calendar year 2022 to be
paid by Company as consideration for the Services (the “2022 Annual Budget”).



 


NOW
THEREFORE, in consideration of the mutual obligations and undertakings contained herein the Parties agree as follows:


 


		1.	The
                                            2022 Annual Budget will be 10,000,000 Euros which is comprised of both fixed and variable
                                            components, as further detailed in Annex A attached hereto. The 2022 Annual
                                            Budget are estimates and may vary depending on actual expenses incurred, subject to the following
                                            limitations which shall apply to the individual line items as outlined in Annex A:



 






     


     


    

 


		(i)	Fixed
                                            costs (i.e. those costs that are not directly impacted by the volume of business activity)
                                            will be capped at 3% over budgeted amounts on a cumulative basis, unless Provider obtains
                                            prior written consent from Company. For illustrative purposes, Fees invoiced by Provider
                                            for Services provided through March 2022 can only exceed the total amount budgeted for the
                                            months of January 2022, February 2022 and March 2022 by 3%.



 


		(ii)	Variable
                                            costs (i.e. those costs that are directly impacted by the volume of business activity) will
                                            be capped as follows, unless Provider obtains prior written consent from Company:



 


		(a)	For
                                         customer support services a cap of 3% on a budgeted unit price per equivalent contact1,
                                         including internal and external personnel, of 3.35 Euros (i.e. the maximum average price
                                         per equivalent contact, as measured on a cumulative basis, will be 3.45 Euros).



 


In
addition, the parties agree to i) adjust the budgeted unit price per equivalent contact if the volume of equivalent contacts has a variation
of +/- 10% versus the budgeted volume and ii) report separately the cost incurred and equivalent contacts between internal and external
personnel.


 


		(b)	For
                                            trading provider, Betradar, total cost will be no greater than (x) the sum of i) 7% of the
                                            net gaming revenue related to applicable tennis (excluding WTA), table tennis and volleyball
                                            content/data provided (subject to a minimum monthly fee of 35,000 Euros) and ii) 3% of the
                                            net gaming revenue related to applicable WTA content/data, multiplied by (y) 40.25%, the
                                            Company ́s share for 2022, as agreed between the Parties.



 


		1.1	In
                                            addition to the Fees, the Company may, at its sole discretion, pay to Provider a discretionary
                                            fee of up to of 300,000 Euros payable within 60 days from December 31, 2022.



 


		1.2	Pursuant
                                            to Clause 3.5 of the Agreement, the Parties agree that the Steering Committee shall meet
                                            monthly to review the actual costs incurred, invoices issued against said costs in furtherance
                                            of the Services provided and pursuant to the terms and conditions of this 2022 Annual Budget
                                            Supplementary Agreement and otherwise to ensure compliance with the Agreement.



 


		2.	All
                                            defined terms under this 2022 Annual Budget Supplementary Agreement have the same meaning
                                            as in the Agreement, unless explicitly defined differently herein.



 


		3.	The
                                            Parties acknowledge and agree that all terms and conditions of the Agreement shall remain
                                            in full force and effect. The Parties acknowledge that the Agreement does not include geolocation
                                            services, in particular and for the avoidance of any doubt, it does not include geolocation
                                            services in Argentina. These services would be agreed by the Parties in a separate document.



 


		4.	This
                                            2022 Annual Budget Supplementary Agreement shall be governed by and construed in accordance
                                            with the internal laws of the Kingdom of Spain (Derecho común español).
                                            This 2022 Annual Budget Supplementary Agreement, and any disputes arising out of or in connection
                                            with it, its subject matter, existence, negotiation, validity, termination or enforceability
                                            (including non-contractual disputes or claims) and including all matters of constructions,
                                            interpretation, validity and performance will in all respects be finally settled by the Courts
                                            of the City of Madrid.



 


 






		1	One
equivalent contact is equal to one phone call or 3 chats or 3 emails.



 






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		5.	In
                                            consideration of the mutual undertakings set out in this 2022 Annual Budget Supplementary
                                            Agreement, the Parties hereby agree that, with effect as of the Effective Date, the Agreement
                                            shall be read together with this 2022 Annual Budget Supplementary Agreement.



 


		6.	This
                                            2022 Annual Budget Supplementary Agreement may be executed by the Parties hereto in several
                                            counterparts, each of which shall be deemed to be an original and all of which shall constitute
                                            together but one and the same agreement. Delivery of executed counterparts of this 2022 Annual
                                            Budget Supplementary Agreement by facsimile or other electronic transmission shall be effective
                                            as an original.



 


		7.	This
                                            2022 Annual Budget Supplementary Agreement shall be binding upon and inure to the benefit
                                            of the Parties hereto and their respective successors and assigns.



 


IN
WITNESS WHEREOF, the Parties have executed this 2022 Annual Budget Supplementary Agreement as of the date first written above and
to be effective as of the Effective Date.


 






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(1)
PROVIDER:


 








	/s/ Alejandro Pascual	 
	By:	Codere Apuestas España S.L.U.	 
	Name: 	Alejandro Pascual 	 
	Title:	Director 	 


 


(2)
PROVIDER:


 





	/s/ Alejandro Rodino	 
	By:	Codere Newco S.A.U	 
	Name: 	Alejandro Rodino 	 
	Title:	Director	 


 


	/s/ Emilio Martínez	 
	By:	Codere Newco S.A.U	 
	Name: 	Emilio Martínez 	 
	Title:	Director	 





 


(3)
THE COMPANY:


 


	/s/ Moshe Edree	 
	By:	Codere Online Management Services Ltd.	 
	Name: 	Moshe Edree	 
	Title:	Director 	 
	 	 	 
	/s/ Gonzalo de Osma	 
	By:	Codere Online Management Services Ltd.	 
	Name: 	Gonzalo de Osma 	 
	Title:	Director	 



 


[Signature
Page to the 2022 Annual Budget Supplementary Agreement to the Platform and Technology Services Agreement]


 






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