Exhibit 10.1 


 


IG ACQUISITION CORP.

251 Park Avenue South, 8th Floor

New York, NY 10010


 


January 6, 2023


 


BY EMAIL


 


PlayUp Limited

Maple Grove Holdings Public Limited Company

Project Maple Merger Sub, LLC

c/o Maple Grove Holdings PLC

48 Epsom Road

Zetland NSW 2107 Australia


 


Ladies and Gentlemen:


 


NOTICE OF TERMINATION


 


Reference is made to that certain Business Combination Agreement, dated
as of September 22, 2022 (the “BCA), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”),
PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple
Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881
(“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of
Parent (“Merger Sub”). Reference is further made to that certain Scheme Implementation Deed, dated as of September
22, 2022 (the “SID”), by and among SPAC, the Company and Parent. Each capitalized term used but not otherwise defined
herein has the meaning ascribed to such term in the BCA.


 


This letter serves as written notice to the Company, Parent and Merger
Sub that SPAC is hereby terminating the BCA pursuant to Section 9.01(e) of the BCA and that such termination is effective immediately.
This letter also serves as written notice to the Company and Parent that SPAC is hereby terminating the SID pursuant to clause 11.1(d)
of the SID and that such termination is effective immediately.


 


Under Section 7.13 of the BCA, the Company is required to use its commercially
reasonable efforts to deliver its audited financial statements prepared in accordance with the auditing standards of the PCAOB and presented
in accordance with IFRS (the “Company Financial Statements”) by October 31, 2022. Despite SPAC’s repeated
requests for the Company Financial Statements, the Company has failed to deliver the Company Financial Statements and has provided no
indication of when the Company Financial Statements will be delivered or if they will be delivered at all. The Company’s breach
of Section 7.13 of the BCA constitutes a Terminating Company Breach.


 


Section 7.01 of the BCA, which incorporates clause 3.4 of the
SID, requires that the parties to the SID prepare and file the preliminary Registration Statement / Proxy Statement with the SEC as
soon as practicable after the date of the SID. In order to prepare and file preliminary Registration Statement / Proxy Statement,
the Company and Parent must first deliver a draft of the Parent Registration Statement to SPAC, which includes the Company Financial Statements.
Despite SPAC’s repeated requests for a draft of the Parent Registration Statement, the Company and Parent have failed to deliver
a draft of the Parent Registration Statement and have provided no indication of when the Parent Registration Statement will be delivered
or if it will be delivered at all. Indeed, Representatives of the Company have advised SPAC that its counsel has ceased working on the
Parent Registration Statement. The Company’s and Parent’s breach of Section 7.6 of the BCA constitutes a Terminating
Company Breach.


 


The aforementioned Terminating Company Breaches have caused undue delay
and are not capable of being cured in a manner that would permit the Closing to occur by the End Date and, therefore, no cure period in
respect of the Terminating Company Breaches applies.


 


This letter is non-exhaustive and SPAC reserves all of its rights and
remedies.


 


	Very truly yours,	 
	 	 	 	 
	IG ACQUISITION CORP.	 
	 	 	 	 
	By:	/s/ Christian Goode	
	 	Name: 	Christian Goode	 
	 	Title:	CEO	 



 


	cc:	DLA Piper Australia (by email)

DLA Piper LLP (US) (by email)

Paul, Weiss, Rifkind, Wharton & Garrison LLP (by email)