Exhibit 4.17


 


FIRST
AMENDMENT TO THE PLATFORM AND TECHNOLOGY SERVICES AGREEMENT


 


This
Amendment (the “Amendment”) is entered into on March 1, 2022 and with effects as of December 31, 2021 (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 (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.	As
                                            consideration for the Services provided for calendar year 2021, the Parties agreed that the
                                            Company shall pay the Provider the budgeted Fees detailed in Schedule A of the Agreement.



 


		III.	As
                                            per Clause 3.4 of the Agreement, the Parties agree to amend the budgeted Fees provided in
                                            Schedule A of the Agreement and replace Schedule A in its entirety by the table attached
                                            as Annex A to this Amendment.



 


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


 


		1.	The
                                            Agreement is hereby amended with effect as of the Effective Date to delete Schedule A of
                                            the Agreement and to replace it in its entirety with the table attached as Annex A
                                            to this Amendment.



 






     


     


    

 


		2.	All
                                            defined terms under this Amendment have the same meaning as in the Agreement, unless explicitly
                                            defined differently herein.



 


		3.	Except
                                            as the Agreement is amended by this Amendment, the Parties acknowledge and agree that all
                                            other terms and conditions of the Agreement shall remain in full force and effect.



 


		4.	This
                                            Amendment shall be governed by and construed in accordance with the internal laws of the
                                            Kingdom of Spain (Derecho común español). This Amendment, 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.



 


		5.	In
                                            consideration of the mutual undertakings set out in this Amendment, the parties hereby agree
                                            that, with effect as of the Effective Date, the Agreement shall be amended as per the terms
                                            of this Amendment.



 


		6.	This
                                            Amendment 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 Amendment by facsimile or other electronic
                                            transmission shall be effective as an original.



 


		7.	This
                                            Amendment 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 Amendment as of the date first written above and to be effective as of the Effective
Date.


 






    2


     


    

 


		(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 First Amendment to the Platform and Technology Services Agreement]


 






    3


     


    

 


Annex
A


Platform
Fees for 2021


 


Service:
The services will be provided indistinctly by CAES and / or CNEW; Customer: OMSE


 


Figures
in EUR


 





	 	 	 	2021 Budget

	
	

	Services
                                   Provided
	Service
                                   Description
	Re-invoicing of personnel
    cost

	Fixed
	Variable
	Sub-total
	Mark-up
	Total
	Agreed

2021

Changes
	Agreed

Fees
                                   (1)

	General
    Costs

    
	Leasing
    of the building proportional part, travel expenses, training, office supplies, cost of external auditors of the companies.

    
	-

    
	16,561

    
	21,338

    
	37,899

    
	0

    
	37,899

    
	0

    
	37,899

    

	Personnel
    (Codere Internal)	Maintenance,
    evolution of the applications, infrastructures and security services for the online platform carried out by internal Parent Group
    teams.

    
	Cost
    of the fully dedicated teams to Codere Online and the effective allocation of mixed teams (providing services to Online and Retail).

    
	1,525,181

    
	0

    
	1,525,181

    
	76,564

    
	1,601,745

    
	199,772

    
	1,801,517

    

	Customer
Support Services Personnel Costs

    
	Customer
    support service provided by internal Parent Group team to Codere Online	Cost
    of the fully dedicated teams to Codere Online and the effective allocation of mixed teams (providing services to Online and Retail).

    
	486,517

    
	0

    
	486,517

    
	24,423

    
	510,940

    
	72,981

    
	583,921

    

	Internal
    Trading Personnel	Parent
    Group ́s trading & risk team is responsible for building, publishing, and managing the sports betting offering.

    
	Cost
                                                                                                                        of the fully dedicated teams to Codere Online and the effective allocation of mixed teams (providing services to Online and
                                                                                                                        Retail).

    
	1,431,133

    
	0

    
	1,431,133

    
	71,843

    
	1,502,976

    
	0

    
	1,502,976

    

	Technical
Assistance and Technology Services

    
	Maintenance,
    improvements and operation of the infrastructures and communications systems on which the Online Gaming Platform is based.

    
	External
                                                                                                                        professional services (third parties) contracted by Codere Group for maintenance and evolution of the online
                                                                                                                        platform.

    
	476,881

    
	623,079

    
	1,099,960

    
	55,218

    
	1,155,178

    
	302,179

    
	1,457,357

    

	IT
    Operations Services	Maintenance,
    improvements and operation of the infrastructures and communications systems on which the Online Gaming Platform is based.

    
	External
    professional services (third parties) contracted by Parent Group for maintenance and evolution of the Online Gaming Platform.

    
	23,975

    
	395,380

    
	419,355

    
	21,052

    
	440,407

    
	0

    
	440,407

    

	Security
& Cybersecurity Services

    
	Security
    and cybersecurity services that are needed for the Online platform.	External
    professional services (third parties) contracted by Codere Group for maintenance and evolution of the Online Gaming Platform.

    
	69,123

    
	68,424

    
	137,547

    
	6,905

    
	144,452

    
	0

    
	144,452

    

	Systems

    
	Hardware
    both acquired, leased or contracted as SaaS or Cloud format such us CPDs, storage and servers.

    
	Re-invoicing
    of electronic products and services.

    
	1,924

    
	597,584

    
	599,508

    
	0

    
	599,508

    
	0

    
	599,508

    

	Communications

    
	Cost
    telephone / Internet lines, switches, network electronics, navigation management (Proxy), firewalls, International WAN, VPNs among
    other.

    
	Re-invoicing
    of electronic products and services.

    
	228,648

    
	29,090

    
	257,738

    
	0

    
	257,738

    
	0

    
	257,738

    

	Equipment

    
	IT
    equipment renewal (computers, telephones, screens, etc.)	Upon
    request and only focused for the team located in Alcobendas.	0

    
	1,056

    
	1,056

    
	0

    
	1,056

    
	0

    
	1,056

    

	Software
    License

    
	Software
    licenses in SaaS or purchase mode: 1) Base infrastructure software; 2) Application software; 3) Security software; 4) Workstation
    software.

    
	Re-invoicing
    of services and electronic products purchases.	99,383

    
	111,767

    
	211,150

    
	0

    
	211,150

    
	0

    
	211,150

    

	Trading

    
	Feed
    providers that are not billing directly Codere Online directly.	Re-invoicing
    of services provided.

    
	7,888

    
	169,001

    
	176,889

    
	0

    
	176,889

    
	0

    
	176,889

    

	Total			4,367,214	2,016,719	6,383,933	256,005	6,639,938	574,932	7,214,870



 




		(1)	Figures
reflect the total fee amount for 2021 including only agreed changes between the Platform and Online teams. As per Platform team and discussed
and justified to the Online team, actual costs incurred in 2021 attributable to the Online business was €7.7 mm.



 



    A-1