Exhibit 10.5


 





DATED
MARCH 6, 2020


 


 


 


 


GAN
LIMITED


 


(as
Borrower)


 


 


and


 


 


DERMOT
F SMURFIT AND DERMOT S SMURFIT


 


(as
Original Lenders)


 


 


 


 






 


Facility
Agreement


 





 



 


 


 


MEMERY
CRYSTAL LLP


165, FLEET STREET


LONDON


EC4A 2DY


Ref: 9753966





 




    	 	 	 



     


    

 


This
agreement is dated March 6, 2020


 


Parties


 


	(1)	GAN
    LIMITED incorporated in Bermuda as a exempted company limited by shares in Bermuda with company number 55183 whose registered
    office is at Park Place, 55 Par la Ville Road, Third Floor, Hamilton, HM11, Bermuda (Borrower)
	 	 
	(2)	DERMOT F SMURFIT
    of 6 Scarsdale Villas, London W8 6PR, London, United Kingdom and DERMOT S SMURFIT of 31597 Table Rock Drive, Laguna
    Beach, CA 92651 United States (each an Original Lender and together the Original
    Lenders)


 


BACKGROUND


 


	(A)	The Original
    Lenders have agreed to provide the Borrower with an unsecured term loan facility of £2,000,000 on and subject to the
    terms of this agreement.


 


Agreed
terms


 


	1.	Definitions
    and interpretation
	 	 
	1.1	Definitions


 


The
following definitions apply in this agreement.


 


Affiliate:
in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding
company.


 


Assignment
Agreement: means an agreement in the form agreed between the relevant assignor and
assignee.


 


Available
Commitment: means a Lender’s
Commitment minus:


 


	 	a)	the
    amount of its participation in any outstanding Loans; and
	 	 	 
	 	b)	in
    relation to any proposed Drawdown, the amount of its participation in any Loan that is due to be made on or before the proposed
    Drawdown Date.


 


Available
Facility: the aggregate for the time being of each Lender’s Available Commitment.


 


Availability
Period: the period from and including the date of this agreement to and including the date that is six (6) months after the
date of this agreement.


 


Business
Day: a day other than a Saturday, Sunday or a public holiday in England when banks in London are open for business.


 




    	 	2	 



     


    

 


Commitment:
means:


 


	 	a)	in relation to an Original
    Lender, the amount set out opposite its name under the heading “Commitment” in Schedule 1 and the amount of any
    other Commitment transferred to it under this agreement; and
	 	 	 
	 	b)	in relation to any other Lender who executes
    an Assignment Agreement or a Transfer Certificate, the amount of any Commitment transferred to it under this agreement; and
	 	 	 
	 	c)	in relation to a Lender who executes
    a Transfer Certificate or Assignment Agreement, the amount of the Commitment specified in that Transfer Certificate or Assignment
    Agreement; but


 


in
each case to the extent not cancelled, reduced or transferred by it under this agreement.


 


Company:
GAN Plc, a company incorporated and registered in England and Wales with registered number 03883658 and having its registered
office at 2nd Floor Axe And Bottle Court, Newcomen Street, London, England, SE1 1YT.


 


Confidential
Information: all information relating to the Borrower, the Finance Documents or the Facility of which a Lender becomes aware
in its capacity as Lender, which is received by a Lender from the Borrower (or any of the Borrower’s advisers) in whatever
form, but excluding any information:


 


	 	a)	that is
    or becomes public information other than as a direct or indirect result of any breach by the Lender of clause 19;
	 	 	 
	 	b)	is identified in writing
    by the Borrower (or any of the Borrower’s advisers) at the time of delivery as non-confidential; or
	 	 	 
	 	c)	is known to the Lender
    before it is disclosed to the Lender by the Borrower (or any of the Borrower’s advisers) or is lawfully obtained by
    the Lender from another source, in either case, through no breach of confidentiality of which the Lender is or becomes aware.


 


Confidentiality
Undertaking: a confidentiality undertaking in the form agreed by the Borrower and the relevant Lender wishing to distribute
Confidential Information.


 


Change
of Control: means any person or group of persons acting in concert gains direct or indirect control of the Borrower, provided
that no such Change of Control shall be deemed to have occurred in the event that the Change of Control arises as a consequence
of an issue of shares or fundraising by the Borrower as contemplated by and/or as required pursuant to the Scheme of Arrangement.
For the purposes of this definition:


 


“Control”
of the Borrower shall mean:


 


	 	a)	the power
    (whether by any ownership of shares, proxy contract agency or otherwise) to directly or indirectly:


 


	 	(i)	cast, or
    control the casting of 50% or more of the votes that might be cast at a general meeting of the Borrower; and


 




    	 	3	 



     


    

 


	 	(ii)	appoint
    or remove a majority of the directors or other equivalent officers of the Borrower; and
	 	 	 
	 	(iii)	give directions with
    respect to the operations of the Borrower and its financial policies; or


 


	 	b)	the holding
    (directly or indirectly) of 50% or more of the issued share capital of the Borrower; and


 


“acting
in concert” shall mean, a group of persons who, pursuant to an agreement or understanding (whether formal or informal),
actively co-operate, through the acquisition directly or indirectly of shares in the Borrower by any of them, either directly
or indirectly, to obtain or consolidate control of the Borrower.


 


Default:
any event or circumstance specified in clause 17.1 to clause 17.11 which would, on the giving of notice, expiry of any grace period,
making of any determination under the Finance Documents or satisfaction of any other condition (or any combination thereof), become
an Event of Default.


 


Disruption
Event: either or both of:


 


	 	a)	an event
    (not caused by, and outside the control of, a party) that materially disrupts the systems for payment or communication or
    the financial markets needed, in each case, to enable either payment to be made or transactions to be carried out under the
    Finance Documents; or
	 	 	 
	 	b)	any other event (not
    caused by, and outside the control of, the party whose operations are disrupted), that results in disruption (of a technical
    or systems-related nature) to the treasury or payments operations of a party and which prevents either or both parties from
    (i) performing its payment obligations under the Finance Documents, or (ii) communicating with the other party as required
    by the terms of the Finance Documents.


 


Drawdown
Date: the date on which a Loan is made, or is to be made.


 


Drawdown
Request: a drawdown request, substantially in the form set out in Schedule 3.


 


Event
of Default: any event or circumstance listed in clause 17.1 to clause 17.11.


 


Facility:
the term loan facility made available under this agreement.


 


Finance
Document: this agreement, any Drawdown Request, and any other document designated as such by the all of the Lenders from time
to time and the Borrower.


 


Financial
Indebtedness: with respect to the Borrower, any obligation of the Borrower to pay or repay money, whether incurred as principal
or as surety, present or future, actual or contingent, or sole or joint (other than the indebtedness arising out of the Finance
Documents).


 


Interest
Payment Date: the last day of an Interest Period.


 


Interest
Period: for any Loan, the period determined in accordance with clause 6 and, for any Unpaid Amount, the period determined
in accordance with clause 7.1.


 




    	 	4	 



     


    

 


Legal
Reservations: any general principles of law limiting the obligations of the Borrower.


 


Lenders:
means each Original Lender and any other person that becomes a Lender in accordance with clause 18.


 


Loan:
a loan made or to be made by the Lenders to the Borrower under this agreement or the principal amount outstanding for the time
being of that loan.


 


Material
Adverse Effect: any event or circumstance which, in the reasonable opinion of all of the Lenders from time to time:


 


	 	a)	is likely
    to materially and adversely affect the Borrower’s ability to perform or otherwise comply with all or any of its material
    obligations under the Finance Documents;
	 	 	 
	 	b)	is likely to materially
    and adversely affect the business, operations, property, condition (financial or otherwise) or prospects of the Borrower;
    or
	 	 	 
	 	c)	is likely to result
    in any Finance Document not being legal, valid and binding on, and enforceable in accordance with its terms against, the Borrower.


 


Repayment
Date: the date that is 12 months following the date of this agreement.


 


Scheme
Document: the scheme circular to be circulated by the Company to its shareholders on or
about the 13th March 2020.


 


Scheme
of Arrangement: the scheme of arrangement to be carried out in relation to the Company substantially
in accordance with the terms of the document attached hereto at Schedule 4 and completed on or about the date of this agreement.


 


Security:
any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security
interest securing any obligation of any person or any other agreement or arrangement having a similar effect.


 


Sterling
and £: the lawful currency of the United Kingdom.


 


Tax:
any tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest
payable in connection with the failure to pay, or delay in paying, any of these).


 


Tax
Credit: a credit against, relief or remission for, or repayment of, any Tax.


 


Tax
Deduction: a deduction or withholding for, or on account of, Tax from a payment under a Finance Document.


 


Tax
Payment: either the increase in a payment the Borrower makes to a Lender under clause 11.1 or a payment under clause 11.2.


 


Transfer
Certificate: means a certificate substantially in a form agreed between a Transferring
Lender (as defined in clause 18.3) and the Borrower.


 


UK
GAAP: UK accounting standards issued by the Financial Reporting Council and specifically FRS 102.


 




    	 	5	 



     


    

 


Unpaid
Amount: any sum or amount which is not paid on its due date by the Borrower under this agreement or any other Finance Document.


 


VAT:
value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.


 


	1.2	Interpretation


 


In
this agreement:


 


	 	(a)	clause,
    Schedule and paragraph headings shall not affect the interpretation of this agreement;
	 	 	 
	 	(b)	a reference to a person
    shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government,
    state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality);
	 	 	 
	 	(c)	a reference to a holding
    company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159
    of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in
    sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the
    name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.
    In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership,
    section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights
    are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of
    the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority
    of its board of directors is to the right to appoint or remove members holding a majority of the voting rights;
	 	 	 
	 	(d)	unless the context
    otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
	 	 	 
	 	(e)	unless the context
    otherwise requires, a reference to one gender shall include a reference to the other genders;
	 	 	 
	 	(f)	a reference to a party
    shall include that party’s successors, permitted assigns and permitted transferees and this agreement shall be binding
    on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors,
    permitted assigns and permitted transferees;
	 	 	 
	 	(g)	a reference to a statute
    or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate
    legislation made from time to time under that statute or statutory provision;
	 	 	 
	 	(h)	a reference to a time
    of day is to London time;


 




    	 	6	 



     


    

 


	 	(i)	a reference
    to writing or written includes fax and email;
	 	 	 
	 	(j)	an obligation on a
    party not to do something includes an obligation not to allow that thing to be done;
	 	 	 
	 	(k)	a reference to a
    Finance Document (or any provision of it) or to any other agreement or document referred to in any Finance Document is
    a reference to the Finance Document, that provision or such other agreement or document as amended (in each case, other than
    in breach of the provisions of this agreement) from time to time;
	 	 	 
	 	(l)	unless the context
    otherwise requires, a reference to a clause or Schedule is to a clause of, or Schedule to, this agreement and a reference
    to a paragraph is to a paragraph of the relevant Schedule;
	 	 	 
	 	(m)	any words following
    the terms including, include, in particular, for example or any similar expression shall be construed
    as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
	 	 	 
	 	(n)	a reference to directly
    or indirectly means (without limitation) either alone or jointly with any other person, whether on his own account
    or in partnership with another (or others) as the holder of any interest in or as officer, employee or agent of or consultant
    to any other person;
	 	 	 
	 	(o)	a reference to a document
    in agreed form is to that document in the form agreed by the Lenders and the Borrower and initialled by or on their
    behalf for identification;
	 	 	 
	 	(p)	a reference to an amendment
    includes a novation, re-enactment, supplement or variation (and amended shall be construed accordingly);
	 	 	 
	 	(q)	a reference to assets
    includes present and future properties, undertakings, revenues, rights and benefits of every description;
	 	 	 
	 	(r)	a reference to an authorisation
    includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
	 	 	 
	 	(s)	a reference to a certified
    copy of a document means a copy certified to be a true, complete and up-to-date copy of the original document, in writing
    and signed by a director or the secretary of the party delivering the document;
	 	 	 
	 	(t)	a reference to continuing
    in relation to an Event of Default means an Event of Default that has not been remedied or waived;
	 	 	 
	 	(u)	a reference to determines
    or determined means, unless the contrary is indicated, a determination made at the discretion of the person making
    it;
	 	 	 
	 	(v)	a reference to a disposal
    of any asset, undertaking or business includes a sale, lease, licence, transfer, loan or other disposal by a person of
    that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions);


 




    	 	7	 



     


    

 


	 	(w)	a reference
    to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the
    force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory
    or other authority or organisation; and
	 	 	 
	 	(x)	any accounting terms
    that are not specifically defined in this agreement shall be construed in accordance with UK GAAP.


 


	1.3	Schedules


 


The
Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference
to this agreement includes the Schedules.


 


	2.	The
    Facility
	 	 
	2.1	The
    Facility


 


The
Lenders grant to the Borrower an unsecured Sterling term loan facility of a total principal amount not exceeding £2,000,000
on the terms, and subject to the conditions, of this agreement.


 


	2.2	Lenders’
    rights and obligations


 


	 	(a)	The obligations
    of each Lender under the Finance Documents are several. Failure by a Lender to perform its obligations under the Finance Documents
    does not affect the obligations of any other party under the Finance Documents. No Lender is responsible for the obligations
    of any other Lender under the Finance Documents.
	 	 	 
	 	(b)	The rights of each
    Lender under or in connection with the Finance Documents are separate and independent rights and any debt arising under the
    Finance Documents to a Lender from the Borrower is a separate and independent debt in respect of which a Finance Party shall
    be entitled to separately enforce its rights.


 


	3.	Purpose
	 	 
	3.1	Purpose


 


The
Borrower shall use all monies borrowed by it under this agreement for financing the acquisition of the issued share capital of
the Company pursuant to and in accordance with the Scheme of Arrangement and paying fees and costs incurred in association therewith.


 


	3.2	Monitoring


 


The
Lenders are not obliged to monitor or verify how any amount borrowed under this agreement is used.


 




    	 	8	 



     


    

 


	4.	Conditions
    precedent
	 	 
	4.1	Initial
    conditions precedent


 


The
Borrower may not deliver a Drawdown Request unless all of the Lenders have received all the documents and evidence specified in
Schedule 2 in form and substance satisfactory to all of the Lenders. The Lenders shall notify the Borrower promptly upon being
so satisfied.


 


	4.2	Further
    conditions precedent


 


The
obligation of the Lenders to make a Loan is subject to the further conditions precedent that, on both the date of the Drawdown
Request and the Drawdown Date:


 


	 	(a)	the representations
    and warranties in clause 15 (other than clause 15.9(a)) are true and correct in all material respects and will be true and
    correct in all material respects immediately after the Lenders have made the proposed Loan; and
	 	 	 
	 	(b)	no Event of Default
    or Default is continuing or would result from the making of the proposed Loan.


 


	4.3	Waiver


 


The
conditions specified in this clause 4 are inserted solely for the benefit of the Lenders. The Lenders may waive them, in whole
or in part and with or without conditions, without prejudicing the right of the Lenders to require subsequent fulfilment of such
conditions.


 


	5.	Drawdown
	 	 
	5.1	Maximum
    number of Loans


 


The
Borrower may utilise the Facility during the Availability Period in not more than two (2) Loans.


 


	5.2	Delivery
    of a Drawdown Request


 


The
Borrower may request a Loan by delivering a completed Drawdown Request to the Lenders by not later than 10.00 a.m. on the day
that is three Business Days before the proposed Drawdown Date (or such shorter time as may be agreed by the parties).


 


	5.3	Completion
    of a Drawdown Request


 


A
Drawdown Request:


 


	 	(a)	may only
    specify a single Loan;
	 	 	 
	 	(b)	shall only be regarded
    as having been completed if:


 


	 	(i)	the requested
    Drawdown Date is a Business Day before the end of the Availability Period;
	 	 	 
	 	(ii)	the Loan requested
    is for an amount that is less than or equal to the Available Facility; and
	 	 	 
	 	(iii)	the proposed Interest
    Period complies with clause 6; and


 




    	 	9	 



     


    

 


	 	(c)	once it
    has been delivered, is irrevocable.


 


	5.4	Cancellation
    of unused Facility


 


If
any amount of the Facility is not drawn during the Availability Period, that undrawn amount shall be cancelled automatically at
the end of the Availability Period.


 


	5.5	Lenders’
    participation


 


	 	(a)	If the
    conditions set out in this agreement have been met, each Lender shall make its participation in each Loan available by the
    Drawdown Date.
	 	 	 
	 	(b)	The amount of each
    Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available
    Facility immediately prior to making the Loan.


 


	6.	Interest
	 	 
	6.1	Calculation
    of interest


 


Interest
shall accrue daily on the Loans during each Interest Period at the rate of 15% (fifteen per cent.) per annum, subject to a minimum
aggregate fee of £300,000 (the “Minimum Amount”) which shall be payable by the Borrower regardless of
whether any Loans are drawn down by the Borrower. For the avoidance of doubt, the Minimum Amount shall be paid to the Lenders
pro rata in accordance with the participation of each Lender in each Loan (or, in the event that no Loans have been made, pro
rata in accordance with the participation of each Lender to the Available Commitment).


 


	6.2	Payment
    of interest


 


The
Borrower shall pay accrued interest on each Loan on the Interest Payment Date for each Interest Period applicable to that Loan
in cash to an account specified from time to time by each Lender, pro rata in accordance with the participation of each Lender
in each Loan. Any amount paid by way of interest pursuant to this clause 6.2 shall count towards the payment of the Minimum Amount
and shall reduce the amount of the Minimum Amount that shall become payable by the Borrower.


 


	6.3	Length
    of Interest Period


 


The
length of each Interest Period shall be three months. If any Interest Period for a Loan would otherwise end after the Repayment
Date, then that Interest Period shall be shortened so as to end on the Repayment Date.


 


	6.4	Commencement
    date of Interest Period


 


The
initial Interest Period for a Loan shall start on the Drawdown Date of that Loan. Each subsequent Interest Period for that Loan
shall start on the last day of the previous Interest Period applicable to it.


 




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	6.5	Non-Business
    Days


 


If
an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall, instead, end on:


 


	 	(a)	the next
    Business Day in that calendar month, if there is one; or
	 	 	 
	 	(b)	the preceding Business
    Day, if there is not.


 


	6.6	Consolidation
    and division of Loans


 


Where
two or more Loans in the same currency have the same Interest Period they will be consolidated into, and treated as, one Loan
on the last day of the Interest Period.


 


	7.	Default
    interest
	 	 
	7.1	Default
    interest


 


	 	(a)	If the
    Borrower does not pay any amount it is obliged to pay under the Finance Documents when it is due, the Borrower shall pay interest
    on that Unpaid Amount from time to time outstanding for the period beginning on its due date and ending on the date the Lenders
    receive the Unpaid Amount, both before and after judgment, pro rata in accordance with the participation of each Lender in
    each Loan (or, in the event that no Loans have been made, pro rata in accordance with the participation of each Lender to
    the Available Commitment).
	 	 	 
	 	(b)	Subject to clause 7.1(c),
    the rate of interest applicable to the Unpaid Amount shall be the rate per annum which is 2% higher than the rate of interest
    which would have been applied if the Unpaid Amount had, during the period of non-payment, constituted a Loan in the currency
    of the Unpaid Amount for successive Interest Periods, each of a duration selected by the Lenders (acting reasonably).
	 	 	 
	 	(c)	If any Unpaid Amount
    consists of all or part of a Loan due on a day during, but not the last day of, an Interest Period relating thereto:


 


	 	(i)	the first
    Interest Period for that Unpaid Amount shall have a duration equal to the unexpired portion of the current Interest Period
    relating to that Loan; and
	 	 	 
	 	(ii)	the rate of interest
    applying to the Unpaid Amount during that first Interest Period shall be 2% per annum above the rate applicable to the Unpaid
    Amount immediately before it fell due.


 


	7.2	Commencement
    date of Interest Period for default interest


 


The
first Interest Period in respect of any Unpaid Amount shall begin on the due date for payment of the relevant Unpaid Amount and
each succeeding Interest Period shall begin on the last day of the previous Interest Period.


 




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	7.3	Default
    interest payable on demand


 


Interest
accrued under this clause 7 shall be immediately payable by the Borrower on demand by the Lenders (acting together), but:


 


	 	(a)	if not
    previously demanded, shall be paid on the last day of each Interest Period; and
	 	 	 
	 	(b)	if the Borrower does
    not pay that interest when due, it shall be added to the Unpaid Amount and compounded at the end of each Interest Period applicable
    to that Unpaid Amount but will remain immediately due and payable.


 


	8.	Repayment,
    prepayment and cancellation
	 	 
	8.1	Repayment
    of Loans


 


	 	(a)	The Borrower
    shall repay the aggregate Loans together with any accrued but unpaid interest in full on the Repayment Date, pro rata in accordance
    with the participation of each Lender in the Loans.
	 	 	 
	 	(b)	Notwithstanding clause
    8.1(a) above, the Borrower shall pay any amount of the Minimum Amount that is unpaid on the earliest to occur of the following:


 


	 	(i)	the end
    of the Availability Period, provided that no Loans have been drawn down by the Borrower;
	 	 	 
	 	(ii)	the cancellation of
    the whole of the Commitment (but, for the avoidance of doubt, cancellation of part of the Commitment only will not trigger
    the payment of the Minimum Amount); or
	 	 	 
	 	(iii)	the Repayment Date.


 


	8.2	Voluntary
    prepayment


 


	 	(a)	The Borrower
    may prepay the aggregate outstanding amount of all outstanding Loans by notifying all of the Lenders five Business Days in
    advance.
	 	 	 
	 	(b)	On prepayment of the
    aggregate outstanding amount of all of the Loans in accordance with clause 8.2(a), the Commitment shall immediately be reduced
    to zero.
	 	 	 
	 	(c)	Any prepayment of the
    aggregate outstanding amount of all of the Loans under this clause 8.2 shall be made together with any accrued but unpaid
    interest, any amount of the Minimum Amount that remains unpaid and any and all other costs and expenses that are payable under
    the Finance Documents.
	 	 	 
	 	(d)	For the avoidance of
    doubt, the Minimum Amount is non-refundable and payable, regardless of any early repayment of the Loans pursuant to this clause
    8 or any other provision of the Finance Documents.


 


	8.3	Voluntary
    cancellation


 


	 	(a)	The Borrower
    may cancel the Available Facility by giving all of the Lenders not less than five Business Days’ prior notice, provided
    that no Event of Default or Default would result from the cancellation.


 




    	 	12	 



     


    

 


	 	(b)	When the
    five Business Day period referred to in clause 8.3(a) expires, the Commitment shall immediately be reduced to zero.


 


	8.4	Tax
    and increased cost prepayment


 


	 	(a)	If the
    Borrower is required to pay a Lender any additional amounts under either clause 11.1 or clause 12.1, or a Lender claims indemnification
    from the Borrower under clause 11.2, then the Borrower may serve a notice of prepayment on that Lender while the circumstances
    referred to continue. This does not affect the Borrower’s obligations under clause 11 to clause 14.
	 	 	 
	 	(b)	If the Borrower gives
    a prepayment notice under clause 8.4(a), it shall prepay the outstanding Loans, together with accrued interest on those Loans,
    any of the Minimum Amount that has not been paid, and all other sums payable under the Finance Documents, to that Lender five
    Business Days after that notice was given (or such later date as it may have specified in the notice).
	 	 	 
	 	(c)	On prepayment by the
    Borrower in accordance with clause 8.4(b), the Commitment shall be cancelled automatically.


 


	8.5	Illegality


 


	 	(a)	A Lender
    may require the Borrower to prepay that Lender’s participation in any outstanding Loans, if:


 


	 	(i)	any law
    or regulation is introduced or changed, or there is any change in the way any court or regulatory authority interprets or
    applies any law or regulation which;
	 	 	 
	 	(ii)	complying with any
    direction, request or requirement (whether or not having the force of law) of any monetary agency, central bank, or governmental
    or regulatory authority; or
	 	 	 
	 	(iii)	any judgment, order
    or direction of any court, tribunal or authority binding on that Lender,


 


makes
it unlawful for that Lender to make any Loan, or allow any Loan to remain outstanding or fund or maintain the Commitment, or allow
the Commitment to remain outstanding.


 


	 	(b)	To require
    prepayment under clause 8.5(a), a Lender shall give notice to the Borrower demanding prepayment and giving the date for that
    prepayment. The date for prepayment shall be:


 


	 	(i)	the next
    Interest Payment Date for the Lender’s participation in each relevant Loan or Loans to be prepaid; or
	 	 	 
	 	(ii)	if earlier, the date
    the Lender certifies to be the last date for payment under any law, regulation, direction, request, requirement, judgment
    or order specified in clause 8.5(a).


 




    	 	13	 



     


    

 


	 	(c)	The Borrower
    shall prepay the Lender’s participation in any Loans as set out in the notice, together with accrued interest on such
    participations and any amount of the Minimum Amount that would be or become due to the Lender (by reference to the Lender’s
    participation in the Commitment) that is unpaid and all other sums payable under the Finance Documents.
	 	 	 
	 	(d)	The obligations of
    a Lender to make Loans shall terminate on them giving notice under clause 8.5(b), and their respective Commitment shall be
    automatically cancelled on that date.


 


	8.6	Change
    of Control


 


	 	(a)	The Borrower
    shall promptly notify all of the Lenders if:


 


	 	(i)	there is
    a Change of Control, or
	 	 	 
	 	(ii)	it becomes aware of
    circumstances that may result in a Change of Control.


 


	 	(b)	Following
    a notification by the Borrower under clause 8.6(a), each Lender may, by not less than five Business Days’ notice to
    the Borrower, cancel its Commitment and declare its participation in all outstanding Loans, together with accrued interest,
    any of the Minimum Amount that remains unpaid, and all other amounts accrued under the Finance Documents immediately due and
    payable, whereupon that Lender’s Commitment will be cancelled and its participation in all outstanding Loans and amounts
    will become immediately due and payable.


 


	8.7	Application
    of partial prepayments


 


Any
amount to be applied in prepayment of the Facility shall be applied as follows:


 


	 	(a)	firstly,
    in repaying unpaid accrued interest on the Loans to the date of prepayment and any amount of the Minimum Amount that is
    unpaid on the date of prepayment;
	 	 	 
	 	(b)	secondly, in
    repaying the principal amount owing under the Loans; and
	 	 	 
	 	(c)	thirdly, in
    or towards payment pro rata of any other sum due but unpaid under the Finance Documents.


 


	8.8	Repayment,
    prepayment and cancellation general provisions


 


	 	(a)	Any prepayment
    or cancellation notice that the Borrower gives under this agreement shall be irrevocable. A prepayment notice shall oblige
    the Borrower to prepay the Loans as set out in that notice.
	 	 	 
	 	(b)	The Borrower may not
    re-borrow any part of the Facility which has either been repaid or prepaid under this agreement and no amount of the Commitment
    cancelled under this agreement may be reinstated.
	 	 	 
	 	(c)	Any prepayment under
    this agreement shall be made together with accrued but unpaid interest on the amount prepaid, any of the Minimum Amount that
    remains unpaid and subject to any other costs payable under clause 13.2, without premium or penalty.


 




    	 	14	 



     


    

 


	 	(d)	If the
    Borrower does not make a prepayment on the date for prepayment specified in this agreement, or gives a prepayment notice but
    fails to make the prepayment on the date specified in the prepayment notice, the default interest provisions of clause 7 shall
    apply to the unpaid prepayment amount.
	 	 	 
	 	(e)	Any payment by the
    Borrower under clauses 6, 7 or 8 shall be disbursed to the Lenders pro rata in accordance with the participation of the Lenders
    in the Loans (or, in the event that no Loans have been made, pro rata in accordance with the proportion of each Lender’s
    Available Commitment to the Commitment).
	 	 	 
	 	(f)	No repayment, prepayment
    or cancellation is permitted, except in accordance with the express terms of this agreement.


 


	9.	Payments
	 	 
	9.1	Currency
    of account


 


	 	(a)	Subject
    to satisfaction of all the applicable conditions in clause 4, the Lenders shall pay each Loan to the Borrower in Sterling
    in immediately available cleared funds on the relevant Drawdown Date to, or for the account of, the Borrower as specified
    in the Drawdown Request.
	 	 	 
	 	(b)	Subject to clause 9.1(c),
    the currency of account shall be Sterling and all payments that the Borrower makes under this agreement shall be made:


 


	 	(i)	in full,
    without any deduction (except as allowed by clause 11.1), set-off or counterclaim; and
	 	 	 
	 	(ii)	in immediately available
    cleared funds on the due date to an account which the Lenders may specify to the Borrower for the purpose.


 


	 	(c)	The Borrower
    shall pay costs, expenses, Taxes and the like (and any interest payable on those amounts) in the currency in which they are
    incurred.


 


	9.2	Business
    Days


 


Any
payment under any Finance Document which is due to be made on a day which is not a Business Day shall be made on the next Business
Day in the same calendar month (if there is one), or the immediately preceding Business Day (if there is not). Any interest or
other amount accruing on a daily basis shall be calculated accordingly.


 


	9.3	Partial
    payments


 


If
any Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the
Finance Documents, the Lender shall apply that payment in settlement of the obligations of the Borrower in the order determined
by all of the Lenders (acting together) in their absolute discretion. The provisions of this clause 9.3 shall override any appropriation
made by the Borrower.


 




    	 	15	 



     


    

 


	10.	Fees,
    charges and expenses
	 	 
	10.1	Transaction
    expenses


 


The
Borrower shall, promptly on demand, pay to each Lender the amount of all costs and expenses (including legal, printing and out-of-pocket
expenses) reasonably incurred by the Lender in connection with:


 


	 	(a)	the negotiation,
    preparation, execution and perfection of the Finance Documents and the other documents referred to in them; and
	 	 	 
	 	(b)	any amendment, extension,
    waiver, consent or suspension of rights (or any proposal for any of these) relating to a Finance Document or a document referred
    to in any of them.


 


	10.2	Enforcement
    and preservation costs


 


The
Borrower shall, on demand, pay to each Lender the amount of all costs and expenses (including legal, printing and out-of-pocket
expenses) incurred by the Lender in connection with enforcing, preserving any rights under, or monitoring the provisions of, any
Finance Document.


 


	11.	Taxes
	 	 
	11.1	Tax
    gross-up


 


	 	(a)	The Borrower
    shall make all its payments under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.
	 	 	 
	 	(b)	Promptly on becoming
    aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), the Borrower
    shall notify all of the Lenders. Similarly, any Lender shall notify the Borrower and the other Lenders if they become aware
    that a Tax Deduction must be made on a payment payable to them.
	 	 	 
	 	(c)	If the Borrower is
    required to make a Tax Deduction by law from any payment due under any Finance Document, the payment due from the Borrower
    shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have
    been due if no Tax Deduction had been required.
	 	 	 
	 	(d)	The Borrower shall
    make any Tax Deduction under clause 11.1, and any payment required in connection with that Tax Deduction, within the time
    allowed and for the minimum amount required by law.
	 	 	 
	 	(e)	Within 30 days of making
    either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to all of
    the Lenders evidence reasonably satisfactory to all of the Lenders that either the Tax Deduction has been made or any appropriate
    payment paid to the relevant taxing authority (as applicable).


 


	11.2	Tax
    indemnity


 


	 	(a)	Within
    three Business Days of demand by a Lender, the Borrower shall pay that Lender an amount equal to the loss, liability or cost
    that the Lender determines that they have directly or indirectly suffered, or will directly or indirectly suffer, in relation
    to Tax in respect of amounts payable to it under a Finance Document.


 




    	 	16	 



     


    

 


	 	(b)	Clause
    11.2(a) shall not apply to:


 


	 	(i)	any Tax
    assessed on a Lender under the law of the jurisdiction in which the Lender is incorporated or resident for tax purposes if
    that Tax is imposed on, or calculated by reference to, the net income, profits or gains received or receivable (but not any
    sum deemed to be received or receivable) by the Lender; or
	 	 	 
	 	(ii)	the extent that a loss,
    liability or cost is compensated for by an increased payment under clause 11.1.


 


	 	(c)	If a Lender
    makes (or intends to make) a claim under clause 11.2(a), they shall promptly notify the Borrower of the event which has caused
    (or will cause) that claim.


 


	11.3	Tax
    Credit


 


If
the Borrower makes a Tax Payment and the relevant Lender determines that:


 


	 	(a)	a Tax Credit
    is attributable to an increased payment of which that Tax Payment is a part, to that Tax Payment or to a Tax Deduction in
    consequence of which that Tax Payment was required; and
	 	 	 
	 	(b)	the Lender has obtained
    and used that Tax Credit,


 


the
relevant Lender shall pay an amount to the Borrower that it determines will leave it (after that payment) in the same after-Tax
position as it would have been in had the Tax Payment not been required to be made by the Borrower.


 


	11.4	Stamp
    taxes


 


The
Borrower shall pay and, within three Business Days of demand, indemnify a Lender against any cost, loss or liability that the
relevant Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


	11.5	Value
    Added Tax


 


	 	(a)	All amounts
    payable by the Borrower to the Lenders under a Finance Document that (in whole or in part) constitute consideration for VAT
    purposes are deemed to be exclusive of VAT. Subject to clause 11.5(b), if VAT is chargeable on any supply made by a Lender
    to the Borrower under a Finance Document, the Borrower shall pay the relevant Lender (in addition to, and at the same time
    as, paying the consideration) an amount equal to the amount of the VAT and the Lender shall promptly provide an appropriate
    VAT invoice to the Borrower.
	 	 	 
	 	(b)	Where a Finance Document
    requires the Borrower to reimburse a Lender for any costs or expenses, the Borrower shall, at the same time, reimburse and
    indemnify the relevant Lender against all VAT incurred by the Lender in respect of those costs or expenses. The amount payable
    shall be the amount that the Lender reasonably determines is the amount that neither it, nor any other member of any group
    of which it is a member for VAT purposes, is entitled to recover from the relevant tax authority in respect of the VAT.


 




    	 	17	 



     


    

 


	12.	Increased
    costs
	 	 
	12.1	Increased
    costs


 


Subject
to clause 12.3, within three Business Days of a demand by a Lender, the Borrower shall pay the relevant Lender the amount of any
increased costs incurred by the Lender or any of its Affiliates as a result of:


 


	 	(a)	the introduction
    of, or any change in (or in the interpretation, administration or application of), any law or regulation by any governmental
    or regulatory authority; or
	 	 	 
	 	(b)	compliance with any
    law or regulation made after the date of this agreement.


 


	12.2	Increased
    cost claims


 


	 	(a)	If a Lender
    intends to make a claim under clause 12.1, it shall notify the Borrower of the event that will cause that claim.
	 	 	 
	 	(b)	As soon as practicable
    after a demand by the Borrower, the relevant Lender shall provide a certificate confirming the amount of its Increased Costs.


 


	12.3	Exceptions


 


Clause
12.1 does not apply to any cost increase that is:


 


	 	(a)	due to
    a Tax Deduction required to be made by the Borrower by law;
	 	 	 
	 	(b)	compensated for by
    clause 11.2 or would have been so compensated if clause 11.2(b) had not applied; or
	 	 	 
	 	(c)	due to the wilful breach
    of any law or regulation by a Lender or its Affiliates.


 


	13.	Indemnities
	 	 
	13.1	Currency
    indemnity


 


	 	(a)	If any
    amount due from the Borrower under any Finance Document (an “Amount”), or any order, judgment or award
    given or made in relation to an Amount, has to be converted from the currency (the “First Currency”) in
    which that Amount is payable into another currency (the “Second Currency”) to:


 


	 	(i)	make or
    file a claim or proof against the Borrower;
	 	 	 
	 	(ii)	obtain or enforce an
    order, judgment or award in relation to any litigation or arbitration proceedings,


 


the
Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Lender against any cost, loss
or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to
convert that Amount from the First Currency to the Second Currency and (ii) the rate or rates of exchange available to that person
at the time of its receipt of that Amount.


 




    	 	18	 



     


    

 


	 	(b)	The Borrower
    waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that
    in which it is expressed to be payable.


 


	13.2	Other
    indemnities


 


The
Borrower shall indemnify each Lender within three Business Days of demand against any cost, loss or liability incurred by a Lender
as a result of:


 


	 	(a)	the occurrence
    of any Event of Default or Default;
	 	 	 
	 	(b)	any prepayment of the
    Facility being made other than in accordance with a notice of prepayment given in accordance with the terms of this agreement;
	 	 	 
	 	(c)	a Loan not being made
    by reason of the operation of any one or more of the provisions of this agreement (other than by reason of default or negligence
    by a Lender) or the Borrower purporting to revoke a Drawdown Request; or
	 	 	 
	 	(d)	a Lender receiving
    or recovering all or part of a Loan or Unpaid Amount other than on the last day of the Interest Period relating to that Loan
    or Unpaid Amount.


 


	13.3	General
    indemnity provisions


 


	 	(a)	The indemnity
    under clause 13.2 shall include any interest that a Lender would have received (as determined by the Lender) if the due payment
    had been received on the last day of the relevant Interest Period, less the amount the Borrower has actually paid in respect
    of interest up to the date of actual payment.
	 	 	 
	 	(b)	Each indemnity in this
    agreement:


 


	 	(i)	is a separate
    and independent obligation from the other obligations in this agreement;
	 	 	 
	 	(ii)	gives rise to a separate
    and independent cause of action;
	 	 	 
	 	(iii)	applies whether or
    not any indulgence is granted by any Lender; and
	 	 	 
	 	(iv)	shall continue in full
    force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this
    agreement, or any other judgment or order.


 


	14.	Mitigation
    by Lenders
	 	 
	14.1	Mitigation


 


If
circumstances arise which would (or would on giving of notice), result in:


 


	 	(a)	any additional
    amounts becoming payable under either or both of clause 11.1 and clause 11.2; or
	 	 	 
	 	(b)	any amount becoming
    payable under clause 12.1; or


 




    	 	19	 



     


    

 


	 	(c)	any prepayment
    under clause 8.5,


 


each
Lender shall, in consultation with the Borrower, take such reasonable steps as may be open to it to mitigate or remove the relevant
circumstance, including (without limitation) transferring all its rights and obligations under this agreement to another bank
or financial institution or lender.


 


	14.2	Limitation
    of liability


 


	 	(a)	A Lender
    does not have to take the steps set out in clause 14.1 if it reasonably believes that taking them might have an adverse effect
    on its business, operations or financial condition or disadvantage it in any other way.
	 	 	 
	 	(b)	Any action of a Lender
    under clause 14.1 shall:


 


	 	(i)	not limit
    the Borrower’s obligations under the Finance Documents; and
	 	 	 
	 	(ii)	be without prejudice
    to the terms of any of clause 11.1 and clause 11.2, clause 12.1 and clause 8.5.


 


	 	(c)	The Borrower
    shall promptly indemnify a Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken
    by it under clause 14.1.


 


	15.	Representations
    and warranties


 


The
Borrower makes the representations and warranties in clause 15.1 to clause 15.13 (inclusive) to each Lender on the date of this
agreement and, in the case of those representations and warranties specified in the relevant clause, at the times specified in
clause 15.14.


 


	15.1	Due
    incorporation


 


The
Borrower:


 


	 	(a)	is a duly
    incorporated exempted company limited by shares validly existing under the law of its jurisdiction of incorporation; and
	 	 	 
	 	(b)	has the power to own
    its assets and carry on its business as it is being conducted.


 


	15.2	Powers


 


	 	(a)	The Borrower
    has the power to enter into, deliver and perform, and has taken all necessary action to authorise its entry into, delivery
    and performance of, the Finance Documents and the transactions contemplated by them.
	 	 	 
	 	(b)	No limit on its powers
    will be exceeded as a result of the borrowing contemplated by the Finance Documents.


 


	15.3	Non-contravention


 


The
entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not contravene
or conflict with:


 


	 	(a)	its constitutional
    documents;


 




    	 	20	 



     


    

 


	 	(b)	any agreement
    or instrument binding on it or its assets or constitute a default or termination event (however described) under any such
    agreement or instrument; or
	 	 	 
	 	(c)	any law or regulation
    or judicial or official order, applicable to it.


 


	15.4	Authorisations


 


The
Borrower has obtained all required or desirable authorisations to enable it to enter into, exercise its rights and comply with
its obligations in the Finance Documents and to make them admissible in evidence in its jurisdiction of incorporation. Any such
authorisations are in full force and effect.


 


	15.5	Binding
    obligations


 


Subject
to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and
enforceable obligations.


 


	15.6	No
    filing or stamp taxes


 


Under
the law of its jurisdiction of incorporation, it is not necessary to file, record or enrol any Finance Document with any court
or other authority in that jurisdiction or pay any stamp, registration or similar Taxes in relation to any Finance Document or
any transaction contemplated by any Finance Document.


 


	15.7	Governing
    law and enforcement


 


The
choice of English law as the governing law of each Finance Document will be recognised and enforced in its jurisdiction of incorporation
and any judgment obtained in England or Wales in relation to a Finance Document will be recognised and enforced in that jurisdiction.


 


	15.8	Deduction
    of tax


 


No
deduction for, or on account of, Tax is required from any payment that the Borrower may make under any Finance Document.


 


	15.9	No
    default


 


	 	(a)	No Event
    of Default and, on the date of this agreement, no Default, is continuing or might reasonably be expected to result from the
    making of a Loan.
	 	 	 
	 	(b)	No other event or circumstance
    is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination
    or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement
    or instrument which is binding on it or to which any of its assets is subject which has or is reasonably likely to have a
    Material Adverse Effect.


 




    	 	21	 



     


    

 


	15.10	No
    material adverse change


 


There
has been no material adverse change in the business, assets, financial condition, trading position or prospects of the Borrower
since the date of this agreement.


 


	15.11	No
    litigation


 


No
litigation, arbitration or administrative proceedings are taking place, pending or, to the Borrower’s knowledge, threatened
against it, any of its directors or any of its assets, which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect.


 


	15.12	No
    breach of law


 


The
Borrower has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.


 


	15.13	Pari
    passu


 


The
Borrower’s payment obligations under the Finance Documents rank at least pari passu with all existing and future unsecured
and unsubordinated obligations (including contingent obligations), except for those mandatorily preferred by law applying to companies
generally.


 


	15.14	Repetition


 


The
Borrower repeats the representations and warranties in this clause 15 (except for those in clause 15.9(a) so far as it relates
to a Default) on:


 


	 	(a)	the date
    of each Drawdown Request;
	 	 	 
	 	(b)	each Drawdown Date;
    and
	 	 	 
	 	(c)	the first day of each
    Interest Period,


 


by
reference to the facts and circumstances existing on each such date.


 


	16.	General
    covenants


 


The
Borrower covenants with each Lender as set out in clause 16.2 to clause 16.15 and undertakes to comply with those covenants.


 


	16.1	Continuing
    obligations


 


The
covenants given by the Borrower in this clause 16 shall remain in force from the date of this agreement for so long as any amount
remains outstanding under the Finance Documents or any Commitment is in force.


 


	16.2	Negative
    pledge


 


	 	(a)	The Borrower
    shall not (and shall procure that the Company shall not):


 


	 	(i)	create,
    or permit to subsist, any Security on or over any of its assets; or
	 	 	 
	 	(ii)	sell, transfer or otherwise
    dispose of any of its assets on terms whereby such asset is or may be leased to or re-acquired or acquired by it; or


 




    	 	22	 



     


    

 


	 	(iii)	sell, transfer
    or otherwise dispose of any of its receivables on recourse terms; or
	 	 	 
	 	(iv)	enter into any arrangement
    under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts;
    or
	 	 	 
	 	(v)	enter into any other
    preferential arrangement having a similar effect.


 


	16.3	Disposals


 


The
Borrower shall not (and it shall procure that the Company shall not) sell, assign, lease, transfer or otherwise dispose of in
any manner (or purport to do so) all or any part of, or any interest in, its assets.


 


	16.4	Borrowings


 


The
Borrower shall not (and it shall procure that the Company shall not) incur or permit to subsist, any obligation for Financial
Indebtedness.


 


	16.5	Lending
    and guarantees


 


	 	(a)	The Borrower
    may not (and shall procure that the Company shall not) be the creditor in respect of any loan or any form of credit to any
    person.
	 	 	 
	 	(b)	The Borrower may not
    (and shall procure that the Company shall not) give or allow to be outstanding any guarantee or indemnity to or for the benefit
    of any person in respect of any obligation of any other person or enter into any document under which it (or, as the case
    may be, the Company) assumes any liability of any other person.


 


	16.6	Notification
    of default


 


The
Borrower shall notify all of the Lenders of any Default or Event of Default (and the steps, if any, being taken to remedy it)
promptly on becoming aware of its occurrence.


 


	16.7	Shares


 


Other
than in connection with the Scheme of Arrangement, the Borrower shall not (and shall procure that the Company shall not) issue
any further shares or amend any rights attaching to its issued shares without the prior written consent of all of Lenders (such
consent not to be unreasonably withheld or delayed).


 


	16.8	Tax
    affairs


 


The
Borrower shall (and shall procure that the Company shall):


 


	 	(a)	file all
    tax returns required to be filed within the time period allowed; and
	 	 	 
	 	(b)	pay all Taxes shown
    to be due and payable on such returns or any assessments made against it within the time period allowed (other than amounts
    being contested in good faith in respect of which payment may be lawfully withheld and in respect of which it maintains appropriate
    reserves).


 




    	 	23	 



     


    

 


	16.9	Ranking
    of obligations


 


The
Borrower shall procure that its obligations and liabilities under the Finance Documents rank, and will rank, at least pari passu
in right and priority of payment with all its other unsecured and unsubordinated obligations and liabilities, present or future,
actual or contingent, except for those obligations and liabilities mandatorily preferred by law of general application to companies.


 


	16.10	Authorisations


 


The
Borrower shall promptly obtain all consents and authorisations under any law or regulation (and do all that is needed to maintain
them in full force and effect) to enable it to perform its obligations under the Finance Documents and to ensure the legality,
validity, enforceability and admissibility in evidence of the Finance Documents in its jurisdiction of incorporation.


 


	16.11	Compliance
    with law


 


The
Borrower shall comply (and it shall procure that the Company shall) comply, in all respects with all relevant laws to which it
may be subject, if failure to do so would materially impair its ability to perform its obligations under the Finance Documents.


 


	16.12	Merger


 


Other
than in connection with the Scheme of Arrangement, the Borrower shall not (and it shall procure that the Company shall not) enter
into any amalgamation, demerger, merger or corporate reconstruction.


 


	16.13	Change
    of business


 


The
Borrower shall not make any substantial change to the general nature or scope of its business as carried on at the date of this
agreement.


 


	16.14	Further
    information


 


The
Borrower shall supply to all of the Lenders:


 


	 	(a)	details
    of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower,
    the Company or any of its directors as soon as it becomes aware of them, and which might, if adversely determined, have a
    Material Adverse Effect; and
	 	 	 
	 	(b)	promptly, any further
    information about the financial condition, business and operations of the Borrower or the Company that a Lender may reasonably
    request.


 


	16.15	Know
    your customer


 


If
a Lender is obliged for any reason to comply with “know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it, the Borrower shall, promptly on the request of the Lender, supply
(or procure the supply of) such documentation and other evidence as is reasonably requested in order for the Lender to carry out,
and be satisfied that it has complied with, all necessary “know your customer” or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 




    	 	24	 



     


    

 


	17.	Events
    of Default


 


Each
of the events or circumstances set out in clause 17.1 to clause 17.11 is an Event of Default.


 


	17.1	Non-payment


 


The
Borrower fails to pay any sum payable by it under any Finance Document when due, unless its failure to pay is caused solely by
an administrative error or technical problem and payment is made within three Business Days of its due date.


 


	17.2	Non-compliance


 


The
Borrower fails (other than a failure to pay) to comply with any provision of the Finance Documents and (if the Lenders consider,
acting reasonably, that the default is capable of remedy) such default is not remedied within 14 days of the earlier of:


 


	 	(a)	the Lenders
    notifying the Borrower of the default and the remedy required; and
	 	 	 
	 	(b)	the Borrower becoming
    aware of the default.


 


	17.3	Misrepresentation


 


Any
representation, warranty or statement made, repeated or deemed made by the Borrower in, or pursuant to, the Finance Documents
is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed
made.


 


	17.4	Cessation
    of business


 


The
Borrower or the Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of
its business.


 


	17.5	Cross-default


 


Any:


 


	 	(a)	Financial
    Indebtedness of the Borrower or the Company is not paid when due nor within any originally applicable grace period;
	 	 	 
	 	(b)	Financial Indebtedness
    of the Borrower or the Company becomes due, or capable of being declared due and payable, prior to its stated maturity by
    reason of an event of default (howsoever described);
	 	 	 
	 	(c)	commitment for any
    Financial Indebtedness of the Borrower or the Company is cancelled or suspended by a creditor of the Borrower or the Company
    by reason of an event of default (howsoever described); or


 




    	 	25	 



     


    

 


	 	(d)	creditor
    of the Borrower or the Company becomes entitled to declare any Financial Indebtedness due and payable prior to its stated
    maturity by reason of an event of default (howsoever described).


 


	17.6	Insolvency


 


	 	(a)	The Borrower
    or the Company stops or suspends payment of any of its debts or is unable to, or admits its inability to, pay its debts as
    they fall due.
	 	 	 
	 	(b)	The Borrower or the
    Company commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of
    its creditors (excluding the Lenders) with a view to rescheduling any of its indebtedness (because of actual or anticipated
    financial difficulties).
	 	 	 
	 	(c)	A moratorium is declared
    in respect of any indebtedness of the Borrower or the Company.
	 	 	 
	 	(d)	Any action, proceedings,
    procedure or step is taken in relation to:


 


	 	(i)	the suspension
    of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary
    arrangement, scheme of arrangement or otherwise) of the Borrower or the Company; or
	 	 	 
	 	(ii)	a composition, compromise,
    assignment or arrangement with any creditor of the Borrower or the Company; or
	 	 	 
	 	(iii)	the appointment of
    a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of
    the Borrower, the Company or any of their respective assets.


 


	 	(e)	The value
    of the Borrower’s or the Company’s assets is less than its liabilities (taking into account contingent and prospective
    liabilities).
	 	 	 
	 	(f)	Any event occurs in
    relation to the Borrower or the Company that is analogous to those set out in clause 17.6(a) to clause 17.6(e) (inclusive)
    in any jurisdiction.
	 	 	 
	 	(g)	A winding-up petition
    that is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement or, if earlier, the date
    on which it is advertised shall be excluded from clause 17.6(a) to clause 17.6(f). The ending of any moratorium referred to
    in clause 17.6(c) shall not remedy any Event of Default caused by that moratorium.


 


	17.7	Creditors’
    process


 


A
distress, attachment, execution, expropriation, sequestration or other analogous legal process is levied, enforced or sued out
on, or against, the Borrower’s or the Company’s assets and is not discharged or stayed within 30 days.


 


	17.8	Enforcement
    of security


 


Any
Security on or over the assets of the Borrower or the Company becomes enforceable.


 




    	 	26	 



     


    

 


	17.9	Illegality


 


All
or any part of any Finance Document becomes invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or
to have full force and effect.


 


	17.10	Repudiation
    and rescission


 


The
Borrower repudiates or rescinds or shows an intention to repudiate or rescind the Finance Documents or any of them.


 


	17.11	Material
    adverse change


 


Any
event occurs (or circumstances exist) which, in the reasonable opinion of the Lenders, has or is reasonably likely to have, a
Material Adverse Effect.


 


	17.12	Acceleration


 


On
and at any time after the occurrence of an Event of Default which is continuing, the Lenders may by notice to the Borrower:


 


	 	(a)	cancel
    the outstanding Commitment whereupon it shall immediately be cancelled; and/or
	 	 	 
	 	(b)	declare that all outstanding
    Loans, accrued interest (including, but not limited to, any of the Minimum Amount that is unpaid) and all other amounts accrued
    or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and
    payable; and/or
	 	 	 
	 	(c)	declare that all outstanding
    Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lenders.


 


	18.	Assignment
    and transfer
	 	 
	18.1	The
    Borrower may not assign, transfer or otherwise dispose of its rights and obligations under this agreement.
	 	 
	18.2	A
    Lender may assign any of its rights or transfer by novation any of its rights and obligations under the Finance Documents
    to any person or entity without the consent of the Borrower on and subject to the terms of a Transfer Certificate or an Assignment
    Agreement.
	 	 
	18.3	If
    a Lender (a “Transferring Lender”) is assigning or transferring by novation rights and/or obligations under
    the Finance Documents each of the Borrower and the Transferring Lender shall be released from further obligations (as are
    assigned or transferred) towards one another under the Finance Documents and their respective rights against one another under
    the Finance Documents (in relation to that assignment or transfer) shall be cancelled (being the “Discharged Rights
    and Obligations”).
	 	 
	18.4	Each
    of the Borrower and the transferee shall assume obligations towards one another and/or acquire rights against one another
    which differ from the Discharged Rights and Obligations only insofar as the Borrower and transferee have assumed and/or acquired
    the same in place of the Borrower and the Transferring Lender.


 




    	 	27	 



     


    

 


	19.	Confidential
    information
	 	 
	19.1	Confidentiality


 


Each
Lender agrees to keep all Confidential Information confidential and not disclose it to anyone other than in accordance with clause
19.2 and as disclosed in the Scheme Document.


 


	19.2	Disclosure
    of confidential information


 


A
Lender may disclose:


 


	 	(a)	to an Affiliate
    (and any of its or its Affiliate’s officers, directors, employees, professional advisers and auditors), in addition
    to any publicly available information, such Confidential Information as the Lender shall consider appropriate, if the person
    to whom the information is given is informed that it:


 


	 	(i)	is confidential;
    and
	 	 	 
	 	(ii)	may be price-sensitive,


 


except
that the Lender does not need to inform the recipient of (i) and (ii) above, if the recipient is subject to professional obligations
to maintain the confidentiality of the information;


 


	 	(b)	to any
    actual or potential assignee or transferee of its rights or obligations under this agreement (and any of their professional
    advisers), in addition to any publicly available information, such Confidential Information as the Lender shall consider appropriate,
    if the person to whom the information is given has entered into a Confidentiality Undertaking, except that there shall be
    no requirement for a Confidentiality Undertaking if the recipient is subject to professional obligations to maintain the confidentiality
    of the information;
	 	 	 
	 	(c)	to any person with
    (or through) whom it enters into (or may enter into), whether directly or indirectly, any sub-participation in relation to,
    or any other transaction under which payments are to be made or may be made by reference to, this agreement and/or the Borrower
    (and any of their professional advisers), in addition to any publicly available information, such Confidential Information
    as the Lender shall consider appropriate, if the person to whom the information is given has entered into a Confidentiality
    Undertaking, except that there shall be no requirement for a Confidentiality Undertaking if the recipient is subject to professional
    obligations to maintain the confidentiality of the information;
	 	 	 
	 	(d)	to any governmental,
    banking, taxation or regulatory authority or similar body, or any other person to the extent that it is required to do so
    by any applicable law, regulation, court order or the rules of any relevant stock exchange, such Confidential Information
    as the Lender shall consider appropriate, if the person to whom the information is given is informed that it:


 


	 	(i)	is confidential;
    and
	 	 	 
	 	(ii)	may be price-sensitive,


 


except
that the Lender does not need to inform the person of (i) and (ii) above, if it considers it is not practicable to do so in the
circumstances;


 




    	 	28	 



     


    

 


	 	(e)	to any
    person to whom information is required to be disclosed in connection with, and for the purpose of, any litigation, arbitration,
    administrative or other investigations, proceedings or disputes, such Confidential Information as the Lender shall consider
    appropriate, if the person to whom the information is given is informed that it:


 


	 	(i)	is confidential;
    and
	 	 	 
	 	(ii)	may be price-sensitive,


 


except
that the Lender does not need to inform the person of (i) and (ii) above, if it considers it is not practicable to do so in the
circumstances.


 


	19.3	Entire
    agreement


 


This
clause 19 constitutes the entire agreement between the parties in relation to the obligations of each Lender under the Finance
Documents regarding Confidential Information and supersedes any previous agreement regarding Confidential Information.


 


	19.4	Continuing
    obligations


 


The
obligations in this clause 19 are continuing and will remain binding on each Lender for a period of six (6) months from the earlier
of:


 


	 	(a)	the date
    on which all amounts payable by the Borrower under or in connection with this agreement have been paid in full and all Commitments
    have been cancelled or otherwise cease to be available; and
	 	 	 
	 	(b)	the date on which a
    Lender ceases to be a Lender.


 


	20.	Set-off
	 	 
	20.1	Lender
    may set-off


 


A
Lender may at any time set off any liability of the Borrower to that Lender against any liability of the Lender to the Borrower,
whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this
agreement. If the liabilities to be set off are expressed in different currencies, the Lender may convert either liability at
a market rate of exchange for the purpose of set-off. Any exercise by a Lender of its rights under this clause 20.1 shall not
limit or affect any other rights or remedies available to it under this agreement or otherwise.


 




    	 	29	 



     


    

 


	20.2	No
    obligation to set-off


 


The
Lenders are not obliged to exercise their rights under clause 20.1, but if the rights are exercised, the Lender shall promptly
notify the Borrower of the set-off that has been made.


 


	21.	Calculations
    and certificates
	 	 
	21.1	Accounts


 


Each
Lender shall maintain accounts evidencing the amounts owed to them by the Borrower, in accordance with their usual practice. Entries
in those accounts shall be prima facie evidence of the existence and amount of the Borrower’s obligations as recorded in
them.


 


	21.2	Certificates
    and determinations


 


If
a Lender issues any certificate, determination or notification of an amount payable under this agreement, it shall be (in the
absence of manifest error) conclusive evidence of the matter to which it relates.


 


	21.3	Day
    count convention


 


Any
interest, commission or fee shall accrue on a day-to-day basis, calculated according to the actual number of days elapsed and
a year of 365 days.


 


	22.	Amendments,
    waivers and consents
	 	 
	22.1	Amendments


 


No
amendment of any Finance Document shall be effective unless it is in writing and signed by, or on behalf of, each party to it
(or its authorised representative).


 


	22.2	Waivers
    and consents


 


	 	(a)	A waiver
    of any right or remedy under any Finance Document or by law, or any consent given under any Finance Document, is only effective
    if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It
    only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying
    on the relevant provision.
	 	 	 
	 	(b)	A failure or delay
    by a party to exercise any right or remedy provided under any Finance Document or by law shall not constitute a waiver of
    that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute
    an election to affirm any Finance Document. No single or partial exercise of any right or remedy provided under any Finance
    Document or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm
    any Finance Document by a Lender shall be effective unless it is in writing.


 




    	 	30	 



     


    

 


	22.3	Rights
    and remedies


 


The
rights and remedies provided under each Finance Document are cumulative and are in addition to, and not exclusive of, any rights
and remedies provided by law.


 


	23.	Severance


 


If
any provision (or part of a provision) of any Finance Document is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision)
under this clause shall not affect the legality, validity and enforceability of the rest of the relevant Finance Document.


 


	24.	Counterparts


 


Each
Finance Document may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original,
but all the counterparts shall together constitute one agreement.


 


	25.	Third
    party rights
	 	 
	25.1	Third
    party rights


 


A
person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
enjoy the benefit of any term of this agreement. This does not affect any right or remedy of a third party which exists, or is
available, apart from that Act.


 


	26.	Notices
	 	 
	26.1	Delivery


 


Any
notice or other communication given to a party under or in connection with any Finance Document shall be:


 


	 	(a)	in writing;
	 	 	 
	 	(b)	delivered by hand by
    pre-paid first-class post or other next working day delivery service or sent by fax or email; and
	 	 	 
	 	(c)	sent to:


 


	 	(i)	the Borrower
    at:


 


Park
Place, 55 Par la Ville Road, Third Floor, Hamilton, HM11, Bermuda


 


Email:
bermuda.corporate@walkersglobal.com


 


Attention:
Company Secretary


 


	 	(ii)	each Lender
    at the address alongside their name in Schedule 1 or as confirmed in a Transfer Certificate or Assignment Agreement,


 


or
to any other address, email address or fax number as is notified in writing by one party to the others from time to time.


 




    	 	31	 



     


    

 


	26.2	Receipt
    by Borrower


 


Any
notice or other communication that a Lender gives to the Borrower under or in connection with any Finance Document shall be deemed
to have been received:


 


	 	(a)	if delivered
    by hand, at the time it is left at the relevant address;
	 	 	 
	 	(b)	if posted by pre-paid
    first-class post or other next working day delivery service, on the second Business Day after posting; and
	 	 	 
	 	(c)	if sent by fax or email,
    when received in legible form.


 


A
notice or other communication given as described in clause 26.2(a) or clause 26.1(c) on a day that is not a Business Day, or after
normal business hours, in the place it is received, shall be deemed to have been received on the next Business Day, and any notice
that is sent by a Lender to the Borrower will be copied by the sender to the other Lender(s).


 


	26.3	Receipt
    by the Lenders


 


Any
notice or other communication given to or required to be delivered to:


 


	 	(a)	all of
    the Lenders shall be deemed to have been received only on actual receipt by all of the Lenders; and
	 	 	 
	 	(b)	to any Lender shall
    be deemed to have been received only on actual receipt by the Lender to whom it is to be delivered.


 


Any
notice or other communication given or required to be delivered to a Lender shall also be copied by the sender to the other Lender(s).


 


	27.	Governing
    law and jurisdiction
	 	 
	27.1	Governing
    law


 


This
agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its
subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.


 


	27.2	Jurisdiction


 


Each
party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over
any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this agreement or
its subject matter or formation. Nothing in this clause shall limit the right of a Lender to take proceedings against the Borrower
in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the
taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other
jurisdiction.


 


This
agreement has been entered into on the date stated at the beginning of it.


 




    	 	32	 



     


    

 


Schedule
1 The Original Lenders


 


	Name	 	Address	 	Commitment
	 	 	 	 	 
	Dermot
    F Smurfit	 	6
    Scarsdale Villas, London W8 6PR	 	GBP
    1,800,000
	 	 	 	 	 
	Dermot
    S Smurfit	 	31597
    Table Rock Drive, Laguna Beach, CA 92651, United States	 	GBP
    200,000


 




    	 	33	 



     


    

 


Schedule
2 Conditions precedent


 


	1.	Conditions
    precedent
	 	 
	1.1	A
    copy of the constitutional documents of the Borrower.
	 	 
	1.2	A
    copy of the resolutions duly passed by the Borrower’s board of directors:


 


	 	(a)	approving
    the entry into, terms of and transactions contemplated by the Finance Documents and resolving that it execute, deliver and
    perform the Finance Documents;
	 	 	 
	 	(b)	authorising a specified
    person or persons to execute the Finance Documents on its behalf, to give all notices (including any Drawdown Request) and
    take all other action in connection with the Finance Documents; and
	 	 	 
	 	(c)	confirming that entry
    into the relevant Finance Document is in the commercial interests of the Borrower (stating the reasons for such conclusion).


 


	1.3	A
    sample of the signature of each person authorised by the resolutions referred to in paragraph 1.2 of this Schedule 2.
	 	 
	1.4	A
    certificate, signed by a director of the Borrower, confirming that borrowing in respect of the Commitment would not mean any
    borrowing limit binding on the Borrower would be exceeded.
	 	 
	1.5	A
    certificate of a director of the Borrower, certifying that each copy document relating to it that it has provided under paragraphs
    1.1 and 1.2 of Schedule 2 is correct, complete and in full force and effect at a date no earlier than the date of this agreement.
	 	 
	2.	Finance
    Documents
	 	 
	2.1	This
    agreement, duly executed by the Borrower.


 




    	 	34	 



     


    

 


Schedule
3 Form of Drawdown Request


 


To:
The Lenders


 


Attention:
[NAME]


 


Date:
[DATE]


 


[NAME
OF BORROWER]


 


£[AMOUNT]
Facility Agreement dated [DATE] between [PARTIES] (Facility Agreement)


 


We
refer to the Facility Agreement. This is a Drawdown Request. Words and expressions defined in the Facility Agreement have the
same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.


 


We
give you notice that we wish to draw down the following Loan on [DATE]:


 


Amount:
£[AMOUNT]


 


Drawdown
Date: [DATE]


 


Interest
Period: 3 months


 


The
Loan is to be made available by credit to [ACCOUNT DETAILS].


 


We
confirm that, on today’s date and the proposed Drawdown Date:


 


1.
The representations and warranties are true and correct [in all material respects], and will be true and correct [in all material
respects] immediately after the proposed Loan.


 


2.
No Event of Default or Default is continuing or would result from the proposed Loan.


 


This
Drawdown Request is irrevocable.


 


.................................


 


For
and on behalf of


 


[NAME
OF BORROWER]


 




    	 	35	 



     


    

 


Schedule
4 Scheme of Arrangement


 


 [Attached]




 




    	 	36	 



     


    

 


Execution
Page


 


Borrower


 


	Executed
    and delivered as a deed for and on behalf of GAN LIMITED	 
	 	 
	 	/s/
    Dermot S. Smurfit
	 	Duly
    authorised signatory


 


Original
Lenders


 


	Signed
    by 	)	 
	DERMOT
    F SMURFIT	)
    	/s/
    Dermot F. Smurfit
	 	 	 
	Signed
    by 	)	 
	DERMOT
    S SMURFIT	)
    	/s/
    Dermot S. Smurfit


 




    	 	37