Exhibit 4.25


 


 


 


 


 


LONG
TERM INCENTIVE PLAN


 


MASTER AGREEMENT


 





 



 


 


 


 


 


February
2022


 






     


     


    

 


Table
of contents


 


	1.	Introduction
	 	 
	2. 	Definitions
	 	 
	3.	Objective and general
description of the Plan
	 	 
	4. 	Beneficiaries of the Plan
	 	 
	5. 	Adhesion procedure
	 	 
	6.	Commencement of the LTIP
	 	 
	7. 	Vesting Period
	 	 
	8. 	Limitation of rights, declaration
    of limitation of liability and data protection
	 	 
	9. 	Corporate transactions:
    Company Sale Event
	 	 
	10. 	Termination of the Plan
	 	 
	11.	Confidentiality
	 	 
	12. 	Clawback and malus clause
	 	 
	13. 	Tax and social security
    consequences
	 	 
	14. 	Miscellaneous
	 	 
	15. 	Other incentive schemes
	 	 
	16. 	Governing law
	 	 
	17. 	Partial nullity
	 	 
	18. 	Recognition



 


Sub
Plan 1 - Restricted Shares


 


Sub
Plan 2 - Stock Options


 


Sub
Plan 3 - Deferred Payment Right


 



    Page 2 of 27


     


    

 


1.
Introduction


 


Codere
Online Luxembourg, S.A. has decided to implement a “Long Term Incentive Plan” (“LTIP” or “Plan”),
for a group of senior managers (but that may include other employees), Remunerated Directors of Codere Online, and, where appropriate,
certain independent contractors providing services to Codere Online, that are currently located in the following jurisdictions1:


 


		●	Spain






		●	Italy






		●	Malta






		●	Israel






		●	Mexico






		●	Colombia






		●	Panama






		●	Argentina



 


The
LTIP is based on the following three components, which will be offered in accordance with the provisions set forth hereunder,
to the Beneficiaries selected for this purpose, who accept to participate in the Plan.


 


		-	Restricted
                                            Shares.



 


		-	Stock
                                            Options.



 


		-	Deferred
                                            Payment Right linked to value creation and payable upon the achievement of one or more
                                            long-term operating and/or financial objectives.



 


The
following LTIP terms and conditions (“Terms and Conditions”) will apply to all the participants in the Plan,
without prejudice to any special conditions which may be established by Codere Online Luxembourg S.A., with regards to each Beneficiary.


 


2.
Definitions


 


In
this Master Agreement, unless otherwise specified, the following terms shall have the meaning set out for each one of them below:


 


		●	“Award”
                                            means, individually or collectively, Restricted Shares, Stock Options or Deferred Payment
                                            Right.



 


		●	“Beneficiary”
                                            means an individual with an employment or other contractual relationship with Codere Online,
                                            and extended an invitation to participate in the LTIP by the Holdco Board at its absolute
                                            discretion, and who formally accepts said invitation to participate in the LTIP, as established
                                            in clause 5.



 


 





		1	Note
                                            that it will be possible to include additional jurisdictions in the LTIP.



 





    Page 3 of 27


     


    

 


		●	“Cause”
                                            means due to gross misconduct, fraud and/or gross negligence.



 


		●	“CEO”
                                            means the managing director, chief executive officer or equivalent position (as applicable)
                                            of Codere Online.



 


		●	“Company”
                                         or “Holdco” means Codere Online Luxembourg, S.A.



 


		●	“Codere
                                            Group” means Codere, S.A. or, following the corporate restructuring implemented
                                            in November 2021, any succeeding parent company, and their respective subsidiaries.



 


		●	“Codere
                                            Online” means Holdco and its direct and indirect subsidiaries, including any subsidiary
                                            of Holdco formed or acquired after the business combination with DD3 Acquisition Corp. II
                                            completed on November 30, 2021.



 


		●	“Comp.”
                                            means compensation.



 


		●	“Date
                                            of Commencement of the Plan” means the date on which the Plan is approved
                                            by the general shareholder’s meeting of Codere Online Luxembourg, S.A. (or the date
                                            specifically established for these purposes by said general shareholders’ meeting).



 


		●	“Eligible
                                            Beneficiaries” means the individuals who receive an invitation to participate in
                                            the LTIP.



 


		●	“Employer
                                            Company” means the local employer (or recipient of services provided under a service
                                            agreement or an appointment as director) of each Beneficiary, which will be the entity liable
                                            for payment and compliance with applicable payroll obligations (income tax withholdings and
                                            social security tax withholdings/payments), and will initially be comprised of the following
                                            Codere Online companies:



 


		Ø	Spain:
                                            Servicios de Juego Online S.A. and Codere Online S.A.



 


		Ø	Italy:
                                            Codere Scommesse S.R.L.



 


		Ø	Malta:
                                            Codere Online Management Services Ltd. and Codere Online Operator Ltd.



 


		Ø	Israel:
                                            Codere Israel Marketing Support Services Ltd.



 


		Ø	Mexico:
                                            Codere Online Mexico AenP and Libros Foraneos S.A. de C.V.



 


		Ø	Colombia:
                                            Codere Online Colombia S.A.S.



 


		Ø	Panama:
                                            Codere Online Panama S.A.



 


		Ø	Argentina:
                                            Codere Online Argentina (pending constitution).



 






    Page 4 of 27


     


    

 


		●	“End
                                            of Vesting Period” means December 31, 2026.



 


		●	“Grant
                                            Date” means the date on which the Beneficiary has accepted his/her Invitation
                                            Letter.



 


		●	“Invitation
                                            Letter” means the document whereby the Company shall invite each Eligible Beneficiary
                                            to participate in the LTIP, including post-contractual non-compete and non-solicit covenants
                                            and, as the case may be, any specific provision or condition that will apply to each Beneficiary.



 


		●	“Holdco
                                            Board” means the board of directors of Holdco.



 


		●	“Holdco
                                            Ordinary Shares” means the ordinary shares of Holdco, with a nominal value of €1.00
                                            per share.



 


		●	“Holdco
                                            Shareholders” means holders of Holdco Ordinary Shares.



 


		●	“LTIP”
                                            means Long Term Incentive Plan.



 


		●	“Payment
                                            Date” means the date on which payment under the Deferred Payment Right is made
                                            to the Beneficiaries.



 


		●	“Plan”
                                            means “Long Term Incentive Plan”.



 


		●	“Remunerated
                                            Directors” means member of Holdco Board that would be entitled to compensation
                                            as established under the Nomination Agreement and/or as otherwise established in Holdco’s
                                            articles of association.



 


		●	“Restricted
                                            Shares” means Holdco Ordinary Shares to be issued under the Plan to a Participant
                                            and subject to the restrictions as established herein.



 


		●	“Start
                                            of Vesting Period” means the date on which the vesting of the components that integrate
                                            the LTIP starts, which will be the Date of Commencement of the Plan or after such
                                            date when an individual becomes a Beneficiary later, notwithstanding that for purposes of
                                            section 3.7(iii) and section 2.1 of each Sub Plan reflected herein, the Start of Vesting
                                            Period for any Beneficiaries that were employees, directors or otherwise provided service
                                            to Codere Online (as independent contractors) as of January 1, 2022, shall be deemed to be
                                            January 1, 2022.



 


		●	“Sub
                                            Plan” means, each document that governs the specific terms that are applicable
                                            to each of the three components of the LTIP.



 


		●	“Terms
                                            and Conditions” means the terms and conditions of the LTIP as established in this
                                            document.



 


		●	“Vesting
                                            Period” means the period between the Date of Commencement of the Plan and
                                            December 31, 2026.



 






    Page 5 of 27


     


    

 


3.
Objective and general description of the Plan


 


		3.1.	With
                                            the underlying objective of enhancing the alignment between senior management and directors’
                                            interests with those of Codere Online and Holdco Shareholders and to strengthen
                                            the retention and motivation of senior management and directors in the long term, Codere
                                            Online has decided to implement the present LTIP, under the terms and conditions
                                            established in this LTIP.



 


		3.2.	This
                                            LTIP shall be effective as from the Date of Commencement of the Plan.



 


		3.3.	The
                                            LTIP is based on the following three components:



 


		-	Restricted
                                            Shares.



 


		-	Stock
                                            Options.



 


		-	Deferred
                                            Payment Right linked to value creation and payable upon the achievement of one or more
                                            long-term operating and/or financial objectives.



 


		3.4.	In
                                            general terms, each Beneficiary shall be entitled to receive the three components.
                                            However, exceptionally, Holdco Board may decide whether a Beneficiary is entitled
                                            to only one or two of the components or to establish a mix between the three components different
                                            than that established in clause 3.5, which will be reflected in the Invitation Letter
                                            delivered to the individual. Those aspects which are specific to each one of the components,
                                            are reflected in the corresponding Sub Plan.



 


		3.5.	The
                                            total number of Holdco Ordinary Shares issuable to Beneficiaries pursuant to the Restricted
                                            Shares and Stock Options2 granted under the Plan shall be limited to 5,0%3
                                            of the total number of issued and outstanding Holdco Ordinary Shares on the Date of
                                            Commencement of Plan4 and, thereafter, shall be increased by an amount equivalent
                                            to 0,2% of the total number of issued and outstanding Holdco Ordinary Shares on each December
                                            31st through to (but not including) the End of Vesting Period, to provide for
                                            additional capacity to grant awards to future Eligible Beneficiaries (for example, new employees).



 


		3.6.	Generally,
                                            Beneficiaries will be entitled to receive the three components, and the distribution
                                            of the LTIP between the three components, will be the following:



 


		-	Restricted
                                            Shares: 33,334%



 


		-	Stock
                                            Options: 33,333%



 





		-	Deferred
                                            Payment Right: 33,333%


 


 





		2	For
                                            this purpose, assuming all holders exercise on a cash basis (i.e. one Holdco Ordinary Share
                                            issued per Stock Option).



		3	Subject
                                            to standard anti-dilution protections (including, but not limited to, stock splits and share
                                            dividends).



		4	Based
                                            on the 45,121,956 current issued and outstanding Holdco Ordinary Shares, this would be equivalent
                                            to an initial cap on the aggregate number of Restricted Shares and/or Stock Options (assuming
                                            exercised on a cash basis) of 2,256,097.



 





    Page 6 of 27


     


    

 


		3.7.	The
                                            total compensation under the LTIP will be granted pursuant to a target individual
                                            total compensation (“Target Comp.”) during the term to be calculated as
                                            the product of:



 


		(i)	The
                                            sum of the Beneficiaries’, (x) gross annual base salary, gross annual cash remuneration
                                            as director or annual service fee as independent contractor, as applicable, and (y) target
                                            annual cash bonus, assuming a performance evaluation determination of having met the target
                                            objectives established (in each case as expressed in U.S. dollars5 and reflecting
                                            the terms of their employment, appointment as director or service agreement, as applicable,
                                            in place at the time of any such participation in the LTIP) (the “Annual Comp.”);



 


		(ii)	A
                                         multiplier (the “Multiplier”) of between 0.75 and 1.75 to reflect
                                         the differences in expected role, responsibilities and contribution to the business,
                                         and, in the case of employees and independent contractors, to be proposed by the CEO
                                         and approved by the Holdco Board; in the case of the CEO, CFO and the
                                         Remunerated Directors6 the Multiplier will be defined
                                         by the Holdco Board, and;



 


		(iii)	The
                                            term, expressed in years (or fractions thereof), equal to the time between Start of Vesting
                                            Period and the End of Vesting Period.



 


4.
Beneficiaries of the Plan


 


		4.1.	Those
                                            Eligible Beneficiaries who receive from the Company an invitation to participate
                                            in the Plan and accept in writing to participate according to the terms described
                                            in clause 5 below, will acquire the status of Beneficiary, as long as they accept
                                            and sign a post-contractual non-compete and non-solicit (of clients and employees) covenant
                                            for a period of time following termination of employment as established in his or her Invitation
                                            Letter, and where the economic compensation would be the benefits obtained through the LTIP.



 


 





		5	Based
                                            on applicable exchange rates as of the Date of Commencement of the Plan, unless otherwise
                                            agreed between the company and LTIP Beneficiary (for example, fixing of an alternate date
                                            pursuant to employment/service agreement between company and Beneficiary).



		6	In
                                            the case of the CEO, CFO and Remunerated Directors, as established in limb (xix) of Section
                                            IV. (Board Reserved Matters) under Codere Online’s Procedural Rules and Corporate Governance
                                            Guidelines for the Board of Directors data December 2021.



 





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		4.2.	The
                                            Beneficiaries of the LTIP will primarily be a group of senior managers (but
                                            may include other employees) and Remunerated Directors of Codere Online as
                                            proposed, both initially and from time to time, by the CEO and approved by the Holdco
                                            Board.



 


		4.3.	The
                                            Beneficiaries of the LTIP may also include certain independent contractors
                                            providing service to Codere Online and subject to the same approval process (i.e.
                                            proposed, both initially and from time to time, by the CEO and approved by the Holdco
                                            Board).



 


		4.4.	The
                                            Company shall notify each of the Eligible Beneficiaries of their possible participation
                                            in the Plan through the Invitation Letter, to which a copy of the Terms and Conditions
                                            shall be attached. The Invitation Letter will include the post-contractual non-compete
                                            and non-solicit covenants indicated in paragraph 4.1. of this clause.



 


		4.5.	New
                                            Beneficiaries of the Plan may be designated at any time during the term of
                                            the Plan by the Holdco Board (or the individual or individuals designated for
                                            these purposes by the Holdco Board).



 


In
this case, they would be granted a prorated portion of the compensation established under the LTIP corresponding to the portion
of the Vesting Period remaining under the Plan.


 


5.
Adhesion procedure


 


		5.1.	Participation
                                            in the LTIP is voluntary. Those Eligible Beneficiaries who have received an
                                            Invitation Letter and wish to adhere to the Plan, shall, within the deadline
                                            indicated therein, provide to their Employer Company, a signed copy of said Invitation
                                            Letter confirming the acceptance of becoming a Beneficiary of the LTIP
                                            and of the covenants of non-compete and non-solicit.



 


		5.2.	The
                                            provision of the signed copy of said Invitation Letter, to his/her Employer Company,
                                            by the Beneficiary, shall imply the acceptance by the Beneficiary of each and
                                            every clause of the Terms and Conditions, the corresponding Sub Plan or Sub
                                            Plans and the specific terms stipulated in the Invitation Letter applicable to
                                            such Beneficiary.



 


		5.3.	The
                                            failure to return the Invitation Letter duly signed by the stipulated deadline shall
                                            be interpreted as a refusal by the Eligible Beneficiary to participate in the Plan,
                                            in which case the Eligible Beneficiary shall not become a Beneficiary nor shall
                                            have any rights in connection with the LTIP.



 






    Page 8 of 27


     


    

 


6.
Commencement of the LTIP


 


		6.1.	The
                                            LTIP will be effective on the Date of Commencement of the Plan and the compensation
                                            for each Beneficiary will be granted on the Grant Date.



 


7.
Vesting Period 


 


		7.1.	The
                                            Vesting Period of each of the components of the LTIP will be from the Date of Commencement
                                            of the Plan to December 31, 2026.



 


		7.2.	For
                                            those individuals that become Beneficiaries after the Date of Commencement of the
                                            Plan, the vesting period also ends on December 31, 2026.



 


		7.3.	Particular
                                            vesting conditions of each of the components are regulated in the corresponding Sub Plan.



 


8.
Limitation of rights, declaration of limitation of liability and data protection


 


		8.1.	By
                                            accepting the participation in the LTIP pursuant to clause 5 above, a Beneficiary
                                            irrevocably acknowledges and accepts that:



 


		●	The
                                            Plan is established voluntarily by the Company;



 


		●	A
                                            Beneficiary’s participation in the Plan will not create a right to further
                                            employment or relationship with the Employer Company or any entity of Codere Group.



 


		●	The
                                            Beneficiary’s acceptance to participate in the LTIP implies full acceptance
                                            of the Terms and Conditions.



 





    Page 9 of 27


     


    

 


		8.2.	Also,
                                            by accepting the participation in the LTIP pursuant to clause 5 above, a Beneficiary
                                            acknowledges and accepts that:



 


		●	His/her
                                            personal data will be processed automatically or manually in order to enable the proper management
                                            and administration of the LTIP.



 


		●	The
                                            legal basis is the performance of a contract between the data controller and the data subject
                                            (the LTIP).



 


		●	The
                                            type of data processed are identification, contact, financial data and other personal data
                                            that is related to the LTIP (i.e. type of relationship, job position, salary, etc.).



 


		●	Personal
                                            data will be stored exclusively for the period necessary to fulfil the purposes described
                                            above. As soon as they are no longer necessary, the data will be erased in accordance with
                                            the provisions of the data protection regulations, which implies their restriction, being
                                            available only for public authorities’ requests.



 


		●	The
                                            Employer Company, in its capacity as data controller, guarantees to the Beneficiaries
                                            the rights of access, rectification, data portability, restriction of the processing,
                                            erasure, object and not to be subject to a decision based solely on automated processing
                                            including profiling of their personal data, which may be exercised by contacting the person
                                            in charge of data protection in the Employer Company.



 


		●	The
                                            Company informs that his/her data may be communicated, via any medium, to third parties that
                                            provide the Company with professional services of any kind for the administration
                                            or execution of the LTIP, when these are necessary for the normal development of the
                                            Plan and are, in any case, used for this sole purpose.



 


		●	Authorizes
                                            the corresponding Employer Company to withhold from the corresponding salaries or
                                            fees the amounts of the personal income tax, or if applicable, of the similar tax that is
                                            applicable, together with the social security contributions legally attributable to the Beneficiary
                                            as a consequence of his/her participation in this Plan.



 


		●	Authorizes
                                            the Company to amend the Terms and Conditions of the Plan in the event
                                            of a change in the tax regulations relating to this type of incentive scheme that would result
                                            in an improvement in the Beneficiary’s personal taxation without otherwise modifying,
                                            in an adverse way for the Beneficiary, any of the Beneficiaries rights under the LTIP.



 





    Page 10 of 27


     


    

 


9.
Corporate transactions: Company Sale Event 


 


		9.1.	Upon
                                            a Company Sale Event, 100% of the compensation under the LTIP will automatically
                                            vest and, in the case of the Restricted Shares or shares received upon exercise of
                                            Stock Options, can be sold immediately upon any such accelerated vesting (i.e. share
                                            sale restrictions shall not apply).



 


		9.2.	“Company
                                            Sale Event” is understood to mean in the event of any of the following takes place:



 


		(i)	A
                                            direct change of control of Codere Online whereby a third-party or a group of third
                                            parties acting in concert, in either case in one or a series of related transactions, either
                                            (a) end up owning more than 50% of the issued and outstanding Holdco Ordinary Shares or
                                            (b) acquire all or substantially all of the assets of Codere Online;



 


		(ii)	An
                                            indirect change of control of Holdco whereby a third-party or a group of third parties
                                            acting in concert, in either case in one or a series of related transactions, end up owning
                                            80% or more of the issued and outstanding Holdco Ordinary Shares;



 


		(iii)	An
                                            indirect change of control of Holdco whereby a third-party or a group of third parties
                                            acting in concert, in either case in one or a series of related transactions, end up owning
                                            more than 50% of the issued and outstanding Holdco Ordinary Shares and the relevant
                                            Plan participant is terminated, other than for Cause within one year after said indirect
                                            change of control.



 


		9.3.	For
                                            the purpose of clarity, any internal (i.e. within Codere Group and not involving third
                                            parties) restructuring or reorganization of Codere Group’s ownership interest
                                            in Holdco, will not be deemed a Company Sale Event.



 






    Page 11 of 27


     


    

 


10.
Termination of the Plan


 


		10.1.	The
                                            termination date of the Plan is regulated in each Sub Plan.



 


		10.2.	Upon
                                            the termination of all of the Sub Plans, the Plan will terminate and all rights
                                            under this LTIP will be forfeited without any compensation whatsoever arising from
                                            the Plan or its termination.



 


		10.3.	The
                                            Holdco Board may approve extensions of the termination date foreseen for each of the
                                            components in the corresponding Sub Plan. 



 


11.
Confidentiality 


 


		11.1	The
                                            Beneficiary acknowledges that any information, observations and data (including trade
                                            secrets) supplied or obtained by him/her, either orally or in writing, or in any other form
                                            while employed by or rendering services to Codere Online or related to any company
                                            of Codere Group, in connection with: (i) its business or affairs; (ii) its clients,
                                            employees or suppliers; (iii) any of its shareholders, including, for the avoidance of doubt,
                                            any information regarding investors and/or any shareholders’ agreement (the “Confidential
                                            Information”) are the property of Codere Online or the corresponding entity
                                            of Codere Group, as applicable.



 


		11.2	The
                                            Beneficiary undertakes, during and after the termination of his/her relationship with
                                            Codere Online:



 


		i)	To
                                            hold the Confidential Information in strict confidence and not disclose, copy, reproduce,
                                            transfer or distribute any of it to any person, whether in the course of trade or without
                                            a profit motive, without the prior written consent of the Company, unless and to the
                                            extent that: (i) the Confidential Information becomes generally known to and available
                                            for use by the public other than as a result of the Beneficiary’s acts or omissions;
                                            or (ii) unless required by a court or administrative order;



 


		ii)	Take
                                            all necessary precautions to prevent that the Confidential Information from being
                                            shared with third parties;



 


		iii)	In
                                            the event that he/she becomes legally compelled to disclose any of the Confidential Information,
                                            give notice to the Company and consult with the Company regarding the proposed
                                            form, timing, nature and purpose of the disclosure.



 






    Page 12 of 27


     


    

 


12.
Clawback and malus clause


 


		12.1.	To
                                            the extent this LTIP is subject to recovery under any law, government regulation,
                                            stock exchange listing requirement or company agreement or policy, the Awards regulated
                                            herein will be subject to such deductions and clawback as may be required to be made pursuant
                                            to such law, government regulation or stock exchange listing requirement (or any agreement
                                            or policy adopted by the Company pursuant to any such law, government regulation stock
                                            exchange listing requirement or otherwise).



 


		12.2.	The
                                            breach of the non-compete and non-solicit obligations and covenants may also result in application
                                            of said clawback and/or malus.



 


		12.3.	Any
                                            application of this clause will be subject to a substantiated Holdco Board decision
                                            and on a case by case basis (for each individual Beneficiary) and no later than Dec
                                            31, 2027, after which date no clawback may be applied.



 


13.
Tax and social security consequences


 


		13.1.	All
                                            tax and social security consequences and obligations arising from the grant, vesting, or
                                            exercise of any Award (as applicable), or the subsequent disposition of Holdco
                                            Ordinary Shares subject thereto or from any other event or act hereunder, shall be borne
                                            solely by the Beneficiary. Notwithstanding the above, the Company’s obligation
                                            to deliver Holdco Ordinary Shares upon the exercise or vesting of any Awards
                                            granted under the Plan shall be subject to the satisfaction of all applicable tax
                                            withholding and social security contribution requirements as governed by applicable laws
                                            or practice.



 


		13.2.	Unless
                                            requested otherwise by the Beneficiary, the Company shall have the right, but
                                            not the obligation, to deduct from the Holdco Ordinary Shares issuable to a Beneficiary
                                            upon the exercise or vesting of an Award, or to accept from the Beneficiary
                                            the tender of a number of whole Holdco Ordinary Shares having a fair market value,
                                            equivalent to the average Holdco Ordinary Shares price over the last 20 trading days
                                            prior to the exercise or vesting date, as applicable, that will enable Codere Online
                                            to satisfy any tax and social security withholding obligations of the Beneficiary.



 


		13.3.	Except
                                            where prohibited by applicable law and/or securities market regulations7, the
                                            Company shall, if requested by the Beneficiary, extend loans to the Beneficiary
                                            to provide him/her with sufficient funds to pay the taxes due related to the first year
                                            of the Vesting Period under the LTIP (due to the selling restrictions applicable
                                            in the first two years). Thereafter, Beneficiaries of the plan will need to assume
                                            any tax or social security payment related to the LTIP without any such assistance
                                            from the Company, according to clause 13.1 and 13.2.



 


 





		7	For
                                            example, as a U.S. listed company, Company would be prohibited from extending loans to its
                                            executive officers or directors under U.S. securities laws.



 





    Page 13 of 27


     


    

 


14.
Miscellaneous


 


		14.1.	The
                                            future value of Codere Online, and consequently, the increase of value of such entity,
                                            is unknown and cannot be predicted with certainty and it may increase or decrease in value.



 


		14.2.	Nothing
                                            in this LTIP shall: (i) constitute or entail any cumulative or consolidated rights
                                            or remuneration; (ii) affect the regular salary and other remunerations, whether fixed or
                                            variable, of the Beneficiaries; (iii) be considered for the determination or calculation
                                            of future increases of the Beneficiaries’ salaries or other remunerations.



 


		14.3.	The
                                            general shareholders’ meeting will instruct and authorize the Holdco Board to
                                            implement the LTIP. Notwithstanding, the Holdco Board will be in charge of
                                            determining the Beneficiaries of the Plan, establishing his/her particular
                                            conditions and any interpretation of the Plan.



 


15.
Other incentive schemes 


 


		15.1	The
                                            Company or the corresponding Employer Company may use other schemes to provide
                                            incentives to Beneficiaries. Participation in the LTIP does not affect, and
                                            is not affected by, participation in any other scheme of the Company, the corresponding
                                            Employer Company or Codere Group unless the terms of that scheme provide otherwise.



 


16.
Governing law


 


		16.1.	From
                                            a labor perspective, the LTIP will be subject to the Spanish Labor Legislation as
                                            a significant part of the compensation to be granted under the LTIP will be to Beneficiaries
                                            located in Spain. However, based on the provisions of Rome Regulations I, the LTIP
                                            must be consistent with the provisions that cannot be derogated by way of contractual
                                            agreement (article 8.1), considering the internal laws of each jurisdiction.



 


		16.2.	Notwithstanding
                                            any provisions in this agreement, each of the components of the LTIP may be subject
                                            to special terms and conditions depending on where the Beneficiary is located. When
                                            applicable, the special terms and conditions for said country will be regulated within a
                                            Foreign Appendix that will constitute part of the Plan Terms and Conditions.



 






    Page 14 of 27


     


    

 


17.
Partial nullity


 


		17.1.	If
                                            any clause of this LTIP or the three Sub Plans is declared, totally or partially,
                                            null or ineffective, such nullity or ineffectiveness will affect only said provision or the
                                            part of it that is null or ineffective, and this LTIP and the Sub Plans, will
                                            remain in force in regards to everything else, as if such provision (or the part of it) that
                                            is affected was not declared null or ineffective.



 


18.
Recognition 


 


		18.1.	By
                                            expressing his/her acceptance of the content of these this LTIP, the Beneficiary
                                            acknowledges having read, understood and accepted all the terms, conditions and restrictions
                                            included in its clauses.



 


The
Beneficiary acknowledges that he/she is proficient in the English language, or has consulted with an advisor who is sufficiently
proficient in English, so as to allow the Beneficiary to understand the Terms and Conditions of this Plan. If the
Beneficiary has received this Plan, or any other documents related to it the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will prevail.


 





    Page 15 of 27


     


    

 


 


 


 


 


LONG
TERM INCENTIVE PLAN


 


Sub
Plan 1 - Restricted Shares


 


 


 


 


 






    Page 16 of 27


     


    

 


1.
Award amount 




 


		1.1.	The
                                         Beneficiary will receive free (i.e. without having to pay any acquisition price)
                                         Holdco Ordinary Shares8.



 


		1.2.	The
                                            number of Restricted Shares to be granted will be based on the portion of the Target
                                            Comp. tied to this restricted share component and a target share price of $20,50 (“Target
                                            Share Price”) and subject to standard anti-dilution protections (including, but not
                                            limited to, stock splits and share dividends) and adjustment for extraordinary cash dividends.
                                            Fractional shares being not possible, the number of Restricted Shares shall be rounded down
                                            to the closest entire number.



 


(For
example, if a Beneficiary’s Target Comp. is $1.000.000, and assuming the standard component mix contemplated, he/she would
be receiving $333.340 worth of shares, which at the Target Share Price would result in a grant of 16.260 shares).


 


		1.3.	Holdco
                                            will have the right to cash settle the Restricted Shares one day before they become
                                            unrestricted (i.e. they vest and would otherwise need to be delivered to the Beneficiary)
                                            by paying to the Beneficiary an amount in cash (per share) equivalent to the average
                                            Holdco Ordinary Share price over the last 20 trading days prior to the cash settlement
                                            date.



 


2.
Vesting conditions


 


		2.1.	The
                                            Restricted Shares granted to the Beneficiaries shall have a 20% vesting per
                                            calendar year (with pro-rata daily vesting for partial year periods), considering the applicable
                                            Start of Vesting Period, and all along the duration of the LTIP.



 


		2.2.	Vested
                                            shares will be delivered (if not otherwise repurchased by Holdco) to the Beneficiary
                                            as soon as possible after vesting but in no event no later than 5 business days after
                                            vesting.



 





		2.3.	Beneficiaries
                                            shall have economic (i.e. dividends) and political (i.e. voting) rights as a Holdco
                                            shareholder after the Restricted Shares have vested and been issued to them.


 


 





		8	According
                                            to the terms of the articles of association of Holdco, the Holdco Board is only authorized
                                            to issue free shares to Beneficiaries of companies in which Holdco holds, directly or indirectly,
                                            at least 50% of the share capital or voting rights. Moreover, free shares can only be issued
                                            provided that Holdco has sufficient reserves available to be incorporated as payment of the
                                            free shares.



 





    Page 17 of 27


     


    

 


3.
Lock up period




 


		3.1.	Vested
                                            shares may be sold by the Beneficiary at any time after 90 days following vesting,
                                            but no earlier than December 31, 2023.



 


		3.2.	The
                                            LTIP will be considered as a Shareholders’ Agreement as defined under the articles
                                            of association of Holdco. As such, any sale of shares in violation of the share sale
                                            restrictions (i.e. lock up periods) reflected in the LTIP will be considered a prohibited
                                            transfer of Holdco shares (i.e. a contractual breach by LTIP Beneficiaries) and, therefore,
                                            null and void.



 


4.
Leaver provisions




 


		4.1.	In
                                            case a Beneficiary has been granted Restricted Shares and said relationship
                                            with the Employer Company is terminated or Beneficiary voluntarily departs
                                            prior to the termination of the Plan, the Beneficiary will be considered as
                                            a leaver, and depending whether he/she is qualified as a “bad leaver” or a “good
                                            leaver”, the following scenarios will apply:



 


		a)	Beneficiaries
                                            whose relationship with the Employer Company is terminated due to Cause,
                                            shall be qualified as “bad leavers”, and thus, will forfeit all unvested
                                            and vested Restricted Shares.



 


		b)	Beneficiaries
                                            who are not qualified as bad leavers, will be qualified as “good leavers”,
                                            being therefore entitled to keep all the vested Restricted Shares up until the
                                            time of their termination by or voluntary departure from the Employer Company, as
                                            applicable, and, in the event of a termination by the Employer Company, will be unrestricted
                                            from selling any such shares (i.e. share sale restrictions shall not apply).



 


For
the purpose of clarity, any good leaver via a voluntary departure from the Employer Company would continue to be subject to the
LTIP and to the Sub Plan terms and conditions (e.g. share sale restrictions) as if said voluntary departure had not occurred.


 


Furthermore,
in the event of a termination due to the death of a Beneficiary, said Beneficiary will be qualified as a good leaver and any vested compensation
under this Sub Plan up to the date of his or her death would pass to the Beneficiary’s heirs pursuant to applicable legislation
in the jurisdiction in which the Beneficiary’s estate is administered and said heirs would continue to be subject to the LTIP
and to the Sub Plan terms and conditions (e.g. share sale restrictions) as if said death had not occurred.


 


		4.2.	For
                                            certain key Beneficiaries, the leaver provisions may be modified to provide more favorable
                                            terms than what is outlined above.



 






    Page 18 of 27


     


    

 


5.
Issuance of Shares




 


		5.1.	The
                                            company formally issuing the shares will be Holdco.



 


		5.2.	However,
                                            the Employer Company of each Beneficiary will be the one liable for compliance
                                            with applicable payroll obligations (income tax withholdings and social security tax withholdings/payments).



 


6.
Termination Date


 


		6.1.	The
                                            termination date of this Sub Plan is March 31, 2027.



 





    Page 19 of 27


     


    

 


 


 


 


 


LONG
TERM INCENTIVE PLAN


 


Sub
Plan 2 - Stock Options


 


 


 


 


 






    Page 20 of 27


     


    

 


1.
Award amount 


 


		1.1.	The
                                            number of Stock Options to be granted will be based on the portion of the Target
                                            Comp. tied to this stock option component, a $10,00 exercise price (the “Strike
                                            Price”), the Target Share Price and subject to standard anti-dilution
                                            protections (including, but not limited to, stock splits and share dividends) and adjustment
                                            for extraordinary cash dividends. The number of Stock Options shall be rounded up or down
                                            to the closest entire number.



 


For
example, if a Beneficiary’s Target Comp is $1.000.000, and assuming the standard component mix contemplated, he/she would
be receiving $333.330 worth of Stock Options, which, based on the Strike Price and the Target Share Price (i.e. $10,50
above the strike price) would result in a grant of 31.746 Stock Options.


 


		1.2.	The
                                            Stock Options themselves shall not be transferable by the Beneficiary at any
                                            time.



 


2.
Vesting conditions


 


		2.1.	The
                                            Stock Options granted to the Beneficiaries shall have a 20% vesting per calendar year
                                            (with pro-rata daily vesting for partial year periods), considering the applicable Start
                                            of Vesting Period.



 


3.
Lock up period


 


		3.1.	Vested
                                            Stock Options may be exercised as follows:



 


		●	At
                                            any time after 90 days following vesting but no earlier than December 31, 2023 and no later
                                            than December 31, 2027;



 


		●	At
                                            the option of the Beneficiary, on a cash (i.e. paying the Strike Price per
                                            share in exchange for a whole share) or cashless9 (i.e. receiving the number of
                                            shares equivalent to the difference between the share price and the Strike Price)
                                            basis.



 





		●	Notwithstanding
                                            the Beneficiary’s decision as to exercising on a cash or cashless basis, Holdco
                                            shall have the option to net cash settle to avoid the dilutive impact from any such stock
                                            option exercise.


 


 





		9	Subject
                                            to any Luxembourg law requirements applicable at the time of any such cashless exercise,
                                            including but not limited to the requirement that at least the €1 nominal share price
                                            be paid in cash.



 





    Page 21 of 27


     


    

 


4.
Leaver provisions


 


		4.1.	In
                                            case a Beneficiary has been granted Stock Options and said relationship with
                                            the Employer Company is terminated or the Beneficiary voluntarily departs prior
                                            to the termination of the Plan, the Beneficiary will be considered as a leaver,
                                            and depending whether he/she qualifies as a “bad leaver” or a “good leaver”,
                                            the following scenarios will apply:



 


		a)	Beneficiaries
                                            whose relationship with the Employer Company is terminated due to Cause, shall
                                            be qualified as “bad leavers”, and thus, will forfeit all unvested and
                                            vested Stock Options.



 


		b)	Beneficiaries
                                            who are not qualified as bad leavers will be qualified as “good leavers”,
                                            being therefore entitled to keep all the vested Stock Options up until the time
                                            of their termination by or voluntary departure from the Employer Company, as applicable.



 


In
the event of a termination by the Employer Company, Beneficiaries will be provided a 90-day period to exercise any such vested
Stock Options and would otherwise be unrestricted from selling any of the shares received upon exercise (i.e. share sale restrictions
shall not apply) after having exercised (and assuming that the company has not elected to net cash settle) said Stock Options.


 


For
the purpose of clarity, any good leaver via a voluntary departure from the Employer Company would continue to be subject to the
LTIP and to the Sub Plan terms and conditions (e.g. stock option exercise and subsequent share sale restrictions) as if
said voluntary departure had not occurred.


 


Furthermore,
in the event of a termination due to the death of a Beneficiary, said Beneficiary will be qualified as a good leaver and any vested compensation
under this Sub Plan up to the date of his or her death would pass to the Beneficiary’s heirs pursuant to applicable legislation
in the jurisdiction in which the Beneficiary’s estate is administered and said heirs would continue to be subject to the LTIP
and to the Sub Plan terms and conditions (e.g. stock option exercise and subsequent share sale restrictions) as if said death
had not occurred.


 





		4.2.	For
                                            certain key Beneficiaries, the leaver provisions may be modified to provide more favorable
                                            terms than what is outlined above.


 






    Page 22 of 27


     


    

 


5.
Issuance of Stock Options


 


		5.1.	The
                                            company formally issuing the Stock Options will be Holdco.



 


		5.2.	However,
                                            the Employer Company of each Beneficiary will be the one liable for compliance
                                            with applicable payroll obligations (income tax withholdings and social security tax withholdings/payments).



 


 6. Termination date




 


		6.1.	The
                                            last date for exercising the Stock Options regulated herein, would be December 31,
                                            2027.



 


		6.2.	Therefore,
                                            such date (December 31, 2027) shall be considered as the termination date for this particular
                                            component.



 


		6.3.	Upon
                                            the completion of this date, all rights to exercise any vested Stock Options regulated
                                            herein, will be forfeited without any compensation whatsoever arising from the LTIP
                                            or this Sub Plan termination.



 





    Page 23 of 27


     


    

 


 


 


 


 


LONG
TERM INCENTIVE PLAN


 


Sub
Plan 3 - Deferred Payment Right


 


 


 


 


 






    Page 24 of 27


     


    

 


1.
Award amount: 


 


		1.1.	The
                                            Deferred Payment Right will be based on the portion of the Target Comp. tied
                                            to this Deferred Payment Right component.



 


For
example, if a Beneficiary’s Target Comp is $1.000.000, and assuming the standard component mix contemplated, he/she would
be granted a Deferred Payment Right of up to $333.330.


 


		1.2.	The
                                            Deferred Payment Right component will be calculated with the following formula:



 


IV
= EV-BV-IC


 


Where:


 


IV
means Incremental (Equity) Value.


 


EV
means Exercise (Equity) Value, which will be equal to:


 


		i)	2026
                                            Adjusted EBITDA * 10 - net financial debt



 


or


 


		ii)	in
                                            the event of a Company Sale Event, the Transaction Value of Codere Online as established
                                            in the Company Sale Event.



 


For
the purpose of clarity, in the event of a Company Sale Event where a Transaction Value has not been established or cannot be reasonably
determined by the Company, acting in good faith, then the EV will be calculated as per i) above.


 


EBITDA
means earnings before interest, taxes, depreciation and amortization.


 


Adjusted
EBITDA means EBITDA excluding extraordinary and other non-recurring items including Growth Marketing.


 






    Page 25 of 27


     


    

 


Growth
Marketing means marketing expenditures in excess of 30% of net gaming revenue.


 


Transaction
Value means the sum of the fair market value of all consideration paid, to be paid, or otherwise attributable to 100% of the equity
value of Codere Online including, but not limited to, cash, securities, assumption of debt or any other consideration of any form.


 


BV
means Base (Equity) Value of $350 million.


 


IC
means Invested Capital from shareholders (i.e. equity or equity like capital contributions) less any cash distributions to shareholders
(i.e. dividends, return of capital, etc.), in each case to the extent made after the Date of Commencement of the Plan and capitalized
at an annual rate of 8%.


 


Target
IV of $300 million.


 


		1.3.	At
                                            the Target IV, the Beneficiary would be receiving 100% of the compensation tied to
                                            the Deferred Payment Right. Compensation would be capped at 100%, with a linear extrapolation
                                            based on the realized IV (i.e. % achieved between $0 million and the Target IV).



 


		1.4.	The
                                            IV will be determined as soon as possible following year-end 2026 (or earlier, if possible,
                                            following a Company Sale Event).



 


2.
Vesting conditions


 


		2.1.	The
                                            Deferred Payment Right granted to the Beneficiaries will have a 20% vesting
                                            per calendar year (with pro-rata daily vesting for partial year periods), considering the
                                            applicable Start of Vesting Period.



 


3.
Payment conditions 


 


		3.1.	The
                                            Deferred Payment Right will be paid at the Company’s option in cash or Holdco
                                            Ordinary Shares.



 


		3.2.	The
                                            Payment of the Deferred Payment Right will take place as soon as possible after the
                                            End of Vesting Period or, if earlier (and if possible), a Company Sale Event, but, in any
                                            event, no later than March 31, 2027 (“Payment Date”).



 






    Page 26 of 27


     


    

 


4.
Leaver provisions


 


		4.1.	In
                                            case a Beneficiary has been granted a Deferred Payment Right and said relationship
                                            is terminated or the Beneficiary voluntarily departs with the Employer Company
                                            prior to the termination of the Plan, the Beneficiary will be considered as a
                                            leaver, and depending whether he/she is qualified as a “bad leaver” o a “good
                                            leaver”, the following scenarios will apply:



 


		a)	Beneficiaries
                                            whose relationship with the Employer Company is terminated due to Cause,
                                            shall be qualified as “bad leavers”, and thus, will forfeit all unvested
                                            and vested Deferred Payment Right.



 


		b)	Those
                                            who are not qualified as bad leavers will be qualified as “good leavers”,
                                            being therefore entitled to keep all the vested Deferred Payment Right up until
                                            the time of their termination by or voluntary departure from the Employer Company,
                                            as applicable, and any amounts payable under any such Deferred Payment Right would
                                            be payable at the Payment Date.



 


For
the purpose of clarity, in the event of a termination due to the death of a Beneficiary, said Beneficiary will be qualified as a good
leaver and any vested compensation under this Sub Plan up to the date of his or her death would pass to the Beneficiary’s
heirs pursuant to applicable legislation in the jurisdiction in which the Beneficiary’s estate is administered.


 


		4.2.	For
                                            certain key Beneficiaries, the leaver provisions may be modified to provide more favorable
                                            terms than what is outlined above.



 


5.
Issuance of Deferred Payment Right




 


		5.1.	The
                                            company formally issuing the Deferred Payment Right will be Holdco.



 


		5.2.	However,
                                            the Employer Company of each Beneficiary will be the one liable for compliance with
                                            applicable payroll obligations (payment, income tax withholdings and social security tax
                                            withholdings/payments).



 


6.
Termination Date


 


		6.1.	The
                                            Payment Date shall be considered as the termination date for this particular component.



 





    Page 27 of 27