Transfer Deed -...

JXE\AAV\WIL08.00017

Agreed form draft

Transfer Deed

William Hill plc

and

William Hill Organization Limited

and

William Hill Australia Pty Limited

and

GVC Holdings plc

and

Sportingbet plc

relating to Sportingbet plc

2013

LONDON\AAV\27007714.09

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION....................................................................... 22. THIS DEED ......................................................................................................... 23. DURATION OF THE PROVISIONS OF THIS DEED........................................................ 34. COSTS ............................................................................................................... 35. FURTHER ASSURANCES ........................................................................................ 36. VARIATIONS ....................................................................................................... 47. WAIVER ............................................................................................................. 48. INVALIDITY......................................................................................................... 49. NOTICES ............................................................................................................ 410. ASSIGNMENT ...................................................................................................... 711. COUNTERPARTS................................................................................................... 712. THIRD PARTY RIGHTS........................................................................................... 713. GOVERNING LAW AND JURISDICTION..................................................................... 7

SCHEDULE 1..................................................................................................................13DEFINITIONS.................................................................................................................13SCHEDULE 2..................................................................................................................30TRANSFER ARRANGEMENTS .............................................................................................301. THE REORGANISATION........................................................................................302. THE TRANSFER...................................................................................................313. THE REGULATED ASSETS .....................................................................................314. CONSIDERATION ................................................................................................315. COMPLETION OF THE TRANSFER ...........................................................................326. LOAN BY WH BIDCO............................................................................................357. BONDHOLDER CASH CONSIDERATION....................................................................388. SEPARATION AMOUNT .........................................................................................389. TOP UP FACILITY ................................................................................................3810. CASH ADJUSTMENT.............................................................................................4311. GOOD FAITH AND WRONG POCKETS......................................................................4612. INTELLECTUAL PROPERTY.....................................................................................4813. CONTINUING OBLIGATIONS .................................................................................5014. CANAL+ ............................................................................................................5315. VAT ..................................................................................................................54SCHEDULE 3..................................................................................................................55THE CALL OPTION...........................................................................................................551. THE CALL OPTION...............................................................................................552. CALL OPTION PERIOD..........................................................................................553. COMPLETION......................................................................................................564. SPANISH REGULATORY APPROVAL.........................................................................565. SPANISH MIGRATION PLAN AND ASSISTANCE.........................................................576. MANAGEMENT OF THE SPORTINGBET SPANISH BUSINESS.........................................57SCHEDULE 4..................................................................................................................63IP Assets.......................................................................................................................63Unregistered Trade Marks ................................................................................................68Domain Names...............................................................................................................69Part B...........................................................................................................................72SPORTINGBET SPANISH IP ASSETS (to the extent not Miapuesta IP Assets) .............................72Domain Names...............................................................................................................72Part C...........................................................................................................................73PARADISE POKER ASSETS................................................................................................73Trade Marks...................................................................................................................73Domain Names...............................................................................................................74Part D...........................................................................................................................75SPORTINGBET AUSTRALIAN IP ASSETS ..............................................................................75

LONDON\AAV\27007714.09

Unregistered Trade Marks ................................................................................................75Domain Names...............................................................................................................75SCHEDULE 5..................................................................................................................76Accounting policies .........................................................................................................76

1LONDON\AAV\27007714.09

THIS DEED is made on 2013

BETWEEN:

(1) WILLIAM HILL PLC, a company incorporated in England and Wales with registered address Greenside House, 50 Station Road, Wood Green, London N22 7TP and registered number 4212563 ("WH plc");

(2) WILLIAM HILL ORGANIZATION LIMITED, a company incorporated in England and Wales, with registered address Greenside House, 50 Station Road, Wood Green, London N22 7TP and registered number 278208 ("WHO");

(3) WILLIAM HILL AUSTRALIA PTY LIMITED, a company incorporated in the state of Victoria, Australia, with registered address c/o Ashurst Australia, Grosvenor Place, L36, 225 George Street, Sydney NSW 2000, Australia and registered number ACN161652973("WH Bidco" and, together with WH plc and WHO being "William Hill");

(4) GVC HOLDINGS PLC, a company incorporated in the Isle of Man with registered address of Milbourn House, St Georges Street, Douglas, Isle of Man IM1 1AJ and registered number 4685V ("GVC"); and

(5) SPORTINGBET PLC, a company incorporated in England and Wales with registered address 4th Floor, 45 Moorfields, London EC2Y 9AE and registered number 03534726 ("Sportingbet"),

each a "Party" and together, the "Parties".

RECITALS

(A) WH Bidco and GVC have announced a firm intention to make a recommended cash and share acquisition of the entire issued and to be issued share capital of Sportingbetpursuant to Rule 2.7 of the City Code. The Offer will be made (whether by means of the Scheme or the Takeover Offer) on the terms and subject to the Conditions set out in the Rule 2.7 Announcement and the further terms set out in the Offer Documentation.

(B) The consideration payable to the Scheme Shareholders (if the Offer is implemented by means of the Scheme) or the Sportingbet Shareholders (if the Offer is implemented by means of the Takeover Offer) will be a combination of cash and New GVC Shares. WH Bidco has agreed, inter alia, to loan to GVC funds including the amount necessary to make payment of the Sportingbet Shareholder Cash Consideration to the relevant Scheme Shareholders or Sportingbet Shareholders (as applicable) in accordance with the terms of clause 6.1 (The Scheme Loan) or clause 6.2 (The Takeover Offer Loan) (as applicable) of schedule 2 (Transfer arrangements).

(C) Pursuant to the Offer, Sportingbet (if the Offer is implemented by means of the Scheme) or GVC (if the Offer is implemented by means of the Takeover Offer) will pay the Bondholder Cash Consideration in accordance with the provisions of clause 7 (Bondholder Cash Consideration) of schedule 2 (Transfer arrangements) and the Scheme. WH Bidco has agreed to loan Sportingbet or GVC (as relevant) (acting as the agent or at the direction of Sportingbet) the funds necessary to make payment of the Bondholder Cash Consideration to the relevant Bondholders. Sportingbet or GVC (as relevant) will direct WH Bidco to apply the amount under such loan to pay the relevant Bondholders the Bondholder Cash Consideration on its behalf.

(D) No later than the Reorganisation Completion Time, the Sportingbet Group shall undertake the Reorganisation pursuant to the terms of clause 1 (The Reorganisation) of schedule 2(Transfer arrangements).

2LONDON\AAV\27007714.09

(E) Following completion of the Reorganisation, certain members of the WH Group shall acquire the Regulated Assets (other than the Call Option Assets) from Sportingbet(the "Transfer") in accordance with the terms of schedule 2 (Transfer arrangements).

(F) Following completion of the Reorganisation, Sportingbet shall grant certain options (the "Call Options") to WH Bidco or its nominee to acquire the Call Option Assets in accordance with the terms of schedule 3 (The Call Option).

1. DEFINITIONS AND INTERPRETATION

1.1 In this deed (and for the avoidance of doubt the schedules and appendices to this deed), each capitalised word and expression shall have the meaning ascribed to it as set out in schedule 1 (Definitions).

1.2 In this deed (and for the avoidance of doubt the schedules and appendices to this deed)unless otherwise specified, reference to:

(a) a "group undertaking" or an "undertaking" is to be construed in accordance with section 1161 of the Companies Act 2006, a "subsidiary undertaking" is to be construed in accordance with section 1162 of the Companies Act 2006 and a "subsidiary" or "holding company" is to be construed in accordance with section 1159 of that act;

(b) "includes" and "including" shall mean including without limitation;

(c) a "person" includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

(d) "clauses", "paragraphs", "schedules" and "appendices" are to clauses and paragraphs of and schedules and appendices to this deed;

(e) "writing" means typed text or legible manuscript text;

(f) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

(g) a legal or regulatory provision or standard is to be construed as a reference to that legal or regulatory provision or standard as the same may have been amended or re-enacted before the date of this deed; and

(h) the time of day is reference to time in London, England.

2. THIS DEED

2.1 Purpose of this deed

The purpose of this deed is to set out:

(a) the terms and timing of the Reorganisation and the obligations of Sportingbet in relation thereto;

(b) the terms and timing of the Transfer and the rights and obligations of the Parties in relation thereto;

(c) the rights and obligations of William Hill and GVC with respect to the Scheme Loan or the Takeover Offer Loan;

3LONDON\AAV\27007714.09

(d) the rights and obligations of William Hill and GVC with respect to the Top Up Facility; and

(e) the terms of the Call Option.

2.2 The schedules and the appendices

The schedules and appendices form part of the operative provisions of this deed and references to this deed shall include references to the schedules and appendices.

3. DURATION OF THE PROVISIONS OF THIS DEED

3.1 Termination

Without prejudice to the obligations of William Hill and GVC under the City Code or those rights of the Parties which have arisen prior to termination, this deed (other than as set out in the remainder of this clause 3) will be terminated if:

(a) the Offer lapses in accordance with its terms; or

(b) WH plc and GVC agree in writing.

3.2 Other continuing terms

The provisions of clauses 4 (Costs) to 9 (Notices) (inclusive), clause 12 (Third Party Rights) and clause 13 (Governing law and jurisdiction) shall survive termination of this deed.

3.3 Non-disclosure agreement

For the avoidance of doubt, the mutual non-disclosure agreement executed by WH plc, GVC and Sportingbet dated 16 October 2012 shall continue to remain in force and not be deemed to be amended by any provisions of this deed.

3.4 The City Code

The parties acknowledge and agree that the provisions of this deed are subject to Rule 21 of the City Code.

4. COSTS

Without prejudice to its other rights pursuant to this deed (or in relation to a breach by another party of the terms of this deed) and, except as otherwise specified in clause 10(Cash Adjustment) of schedule 2 (Transfer arrangements), each Party shall pay its own costs and expenses in connection with or incidental to the Transaction.

5. FURTHER ASSURANCES

Without prejudice to the provisions of schedule 2 (Transfer arrangements), following the Effective Date, the Parties shall from time to time forthwith upon request and at the requesting party's expense to the extent that the relevant action is within the control of the relevant Party and/or its Affiliates, or (unless otherwise specified in this deed) to the extent that the relevant action is within the control of a third party use all reasonable endeavours to do or procure the doing of all acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the requesting party for the purpose of vesting in the relevant members of the WH Group the full legal and beneficial title to the Regulated Businesses and, in respect of GVC, the Retained Business and otherwise giving the relevant members of the WH Group and the GVC Group the full benefit of schedule 2 (Transfer arrangements) and schedule 3 (The Call Option).

4LONDON\AAV\27007714.09

6. VARIATIONS

This deed may be varied only by a document signed by or for and on behalf of each Party.

7. WAIVER

(a) A waiver of any term, provision or condition of, or consent granted under, this deed shall be effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given.

(b) No failure or delay on the part of any Party in exercising any right, power or privilege under this deed shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) No breach of any provision of this deed shall be waived or discharged except with the express written consent of the relevant Party.

(d) The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

8. INVALIDITY

If any provision of this deed is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

(a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and

(b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision,

shall not be affected or impaired in any way.

9. NOTICES

9.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this deed shall be in writing and shall be delivered by hand or by courier or sent by prepaid first class post (air mail if posted to or from a place outside the United Kingdom) or email:

(a) in the case of WH plc to:

Address: Greenside House50 Station RoadWood GreenLondon N22 7TP

Attention: Thomas Murphy

Email [email protected]

5LONDON\AAV\27007714.09

(b) in the case of WHO to:



Email: [email protected]

(c) in the case of WH Bidco to:




(d) all correspondence to William Hill shall be copied for information only to Ashurst LLP:

Address: Broadwalk House5 Appold StreetLondon EC2A 2HA

Attention: Jonathan Earle/Anthony Clare

Email: [email protected]@ashurst.com

(e) in the case of GVC to:

Address: Milbourn HouseSt Georges StreetDouglasIsle of Man IM1 1AJ

Attention: Kenny Alexander


6LONDON\AAV\27007714.09

(f) all correspondence to GVC and in the case of Sportingbet following the Effective Time shall be copied for information only to Addleshaw Goddard LLP:

Address: Milton Gate60 Chiswell StreetLondon EC1Y 4AG

Attention: Nick Pearey/Simon Wood

Email: [email protected]@addleshawgoddard.com

(g) in the case of Sportingbet to:

Address: 4th Floor45 MoorfieldsLondon EC2Y 9AE

Attention: Daniel Talisman


(h) all correspondence to Sportingbet prior to the Effective Time shall be copied for information only to Nabarro LLP:

Address: Lacon House84 Theobald's RoadLondon WC1X 8RW

Attention: Graham Stedman

Email [email protected]

9.2 Any notice given in accordance with clause 9.1 above shall be deemed to have been duly given or made as follows:

(a) if delivered by hand or by courier, upon delivery at the address of the relevant Party;

(b) if sent by first class post, two Business Days after the date of posting;

(c) if sent by air mail, three Business Days after the date of posting; and

(d) if sent by email, on the email being sent provided that the email has been sent to the relevant addresses specified above,

provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

9.3 A Party may notify the other Party to this deed of a change to its name, relevant addressee, address or email for the purposes of clause 9.1, provided that such notification shall only be effective on:

7LONDON\AAV\27007714.09

(a) the date specified in the notification as the date on which the change is to take place; or

(b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

10. ASSIGNMENT

This deed is personal to the Parties and accordingly no Party without the prior written consent of the others shall assign, transfer, charge or declare a trust of the benefit of all or any of any other Party's obligations nor any benefit arising under this deed, provided that William Hill may assign any rights under this deed to any other member of the WHGroup and GVC may assign any rights under this deed to any other member of the GVCGroup (in both instances (the "Assignee")), provided that if any right is assigned to any other party in accordance with this clause, William Hill or GVC (as appropriate) will procure that, prior to any Assignee leaving the WH Group or the GVC Group (as appropriate), it will assign back such right to a member of the WH Group or the GVC Group (as appropriate).

11. COUNTERPARTS

(a) This deed may be executed in any number of counterparts which together shall constitute one agreement. Any Party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been executed by all Parties.

(b) Delivery of an executed signature page of a counterpart by fax or in AdobeTM

Portable Document Format (PDF) sent by email shall take effect as delivery of an executed counterpart of this deed. If either method is adopted, without prejudice to the validity of such agreement, each Party shall provide the others with theoriginal of such page as soon as reasonably practicable thereafter.

12. THIRD PARTY RIGHTS

(a) Members of the WH Group to which the Regulated Assets are transferred or are to be transferred pursuant to the provisions of this deed (a "Third Party") shall be entitled to enforce those rights or benefits against the Parties in accordance with the Contracts (Rights of Third Parties) Act 1999 ("CROTPA").

(b) Save as provided in clause 12(a) above, the operation of CROTPA is hereby excluded.

(c) The Parties may amend, vary or terminate this deed in such a way as may affect any rights or benefits of any Third Party which are directly enforceable against the Parties under CROTPA without the consent of such Third Party.

(d) Any Third Party entitled pursuant to the CROTPA to enforce any rights or benefits conferred on it by this deed may not veto any amendment, variation or termination of this deed which is proposed by the Parties and which may affect the rights or benefits of the Third Party.

13. GOVERNING LAW AND JURISDICTION

(a) This deed, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this deed or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.

8LONDON\AAV\27007714.09

(b) Each Party to this deed irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in any way relate to this deed or its formation (respectively, "Proceedings" and "Disputes") and, for these purposes, each Party irrevocably submits to the jurisdiction of the courts of England.

(c) Each Party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum for any such Proceedings or Disputes and further irrevocably agrees that a judgment in any Proceedings or Disputes brought in any court referred to in this clause 13 shall be conclusive and binding upon the Parties and may be enforced in the courts of any other jurisdiction.

AS WITNESS whereof this deed has been executed on the date first above written.

9LONDON\AAV\27007714.09

Executed as a deed by ))

WILLIAM HILL PLC )

In the presence of:

……………………………………………………………Witness

……………………………………………………………Witness name

……………………………………………………………Witness occupation


WILLIAM HILL AUSTRALIA PTY LIMITED )

…………………………………………………Director

…………………………………………………Director

10LONDON\AAV\27007714.09


WILLIAM HILL ORGANIZATION LIMITED )

In the presence of:

……………………………………………………………Witness

……………………………………………………………Witness name


11LONDON\AAV\27007714.09


GVC HOLDINGS PLC )

In the presence of:

……………………………………………………………Witness

……………………………………………………………Witness name


12LONDON\AAV\27007714.09


SPORTINGBET PLC )

In the presence of:

……………………………………………………………Witness

……………………………………………………………Witness name


Schedule 1: DEFINITIONS

13LONDON\AAV\27007714.09

SCHEDULE 1

DEFINITIONS

In this deed (and, for the avoidance of doubt, the schedules and appendices to this deed), the following expressions bear the following meanings:

"acting in concert" has the meaning given thereto in the City Code;

"Affiliates" in relation to each Party, such entity and its subsidiary undertakings and any person who, for the purposes of the City Code, is or would be taken to be acting in concert with such Party for the purposes of the Offer;

"AIM" AIM, a market operated by the London Stock Exchange;

"ATD" Asesores en Tecnología y Diseño, S.L., a company incorporated in Spain with registered number B-65787129;

"Australian Domain Names"

means the domain names in the Sportingbet Australia IP Assets;

"Australian Territory" Australia, New Zealand and any dependency thereof;

"Australian User" any person with an IP address, address and/or payment details relating to a bank branch, in Australia or New Zealand;

"Barclays Facilities" (a) a £23,239,000 term loan facility agreement between, inter alios, Barclays Bank PLC, Sportingbet, Sportingbet Australia and ISCI originally dated 26 January 2012 and amended by an amendment and restatement agreement dated 6 November 2012;

(b) a £5,300,000 facility letter dated 5 October 2012 between Barclays Private Clients International Limited and Sportingbet; and

(c) an asset finance and receivables facility made available by Barclays Mercantile Business Finance Limited as purchaser of the receivables arising and payable under certain lease schedules andlease agreements entered into from time to time between Commonwealth Bank of Australia and each of Sportingbet and ISCI;

"Betboo Acquisition" the sale and purchase of shares in Intera N.V. pursuant to a sale agreement dated 1 July 2009 between Awa Ltd (as seller), GVC (Cyprus) 2 Ltd (as purchaser), Oswaldo Lavini Russo (as a founder), Almir Ribeiro da Silva (as a second founder) and Intera N.V (the owner and operator of the Betboo business);

"Bondholder Cash Consideration"

the cash consideration to be paid to Bondholders pursuant to the Offer, which (i) if the Offer is implemented by means of the Scheme, WH Bidco as agent of Sportingbet shall pay to Bondholders on the terms of clause 7.1 (Bondholder Cash Consideration in the context of the Scheme) of schedule 2 (Transfer arrangements), or (ii) if the Offer is to be implemented by means of the Takeover Offer, GVC as agent of Sportingbet shall pay to Bondholders on the terms of clause 7.2 (Bondholder Cash Consideration in the context of the Takeover Offer) of schedule 2 (Transfer arrangements);

"Bondholders" the holders of Bonds;


14LONDON\AAV\27007714.09

"Bonds" the £65 million 7 per cent. convertible bonds due 2016 issued by Sportingbet on 8 June 2011 and the £15 million 7 per cent.convertible bonds due 2016 issued by Sportingbet on 25 May 2012, which are in issue at the appropriate time;

"Business Day" a day, other than a Saturday, Sunday or public or bank holiday, on which banks are open for the transaction of normal banking business in the City of London;

"BVI Director" Persea Trading Limited registered in the British Virgin Islands with company number 1679140 and whose registered office is at Palm Grove House, P.O. Box 438, Road Town, British Virgin Islands, a corporate director of each of the Holy Companies;

"BVI Director Resignation Deed"

the deed of resignation and termination in the agreed form to be made between the BVI Director and Sportingbet prior to the date of this deed pursuant to which, amongst other things: (i) the BVI Director shall resign as a director of each of the Holy Companies; and (ii) the BVI Director's Service Agreements shall be terminated and the BVI Director shall release Sportingbet, and any other member of the Sportingbet Group, from any liability under the BVI Director's Service Agreements or otherwise;

"BVI Director's Service Agreements"

each of: (i) the corporate director's contract for services made between Longfrie Limited and the BVI Director; and (ii) the corporate director's contract for services made between Corvee Limited and the BVI Director, each dated 21 December 2011;

"Call Options" the options granted to WH Bidco (and/or its nominee(s)) by Sportingbet relating to the Call Option Assets as set out in schedule 3(The Call Option);

"Call Option Assets" the assets which are the subject of the Call Options, as detailed in schedule 3 (The Call Option);

"Call Option Completion Time"

5.00 p.m. on the one month anniversary (or, if that day does not fall on a Business Day, the first Business Day following the one month anniversary) following submission of a Call Option Notice, or such other time and date as agreed by WH Bidco and GVC;

"Call Option Notice" a notice in the agreed form to be submitted by WH Bidco to GVC during the Call Option Period, which sets out, inter alia, that WH Bidco is exercising a Call Option over all or certain of the Call Option Assets, as set out in the relevant Call Option Notice;

"Call Option Period" the period between the sixth month anniversary of the Effective Date and the 12 month anniversary of the Effective Date (both dates inclusive), or such other period of time as agreed in writing by WH Bidco and GVC;

"Canal+ Heads of Terms" the heads of terms entered into between Sportingbet and Prisa, dated 31 August 2012;

"Canal+ JV" any joint venture agreement entered into between Sportingbet (or any of its Affiliates) and Prisa (or any member of the Prisa Group) as contemplated by the Canal+ Heads of Terms;


15LONDON\AAV\27007714.09

"Cash Shortfall" has the meaning set out in clause 9.12 (Cash Shortfall) of schedule 2(Transfer arrangements);

"Chile Trade Mark Licence" the licence, in the agreed form, to be entered into by the relevant member of the WH Group in favour of the relevant member of the Sportingbet Group to use certain of the trade marks and domain names (including the miapuesta.cl domain name) in Chile;

"City Code" the City Code on Takeovers and Mergers of the United Kingdom, issued from time to time on behalf of the Panel;

"Co-existence Agreement" the trade mark co-existence agreement between the relevant member of the WH Group and GVC, in the agreed form;

"Companies Act" the Companies Act 2006 (as amended, modified, consolidated, re-enacted or replaced from time to time);

"Conditions" (a) if the Scheme is (or is to be) implemented, the terms and conditions comprising the Scheme Conditions; or

(b) if the Takeover Offer is (or is to be) implemented, the terms and conditions comprising the Takeover Offer Conditions;

"Draw Down Notice" has the meaning given in clause 9 (Top Up Facility) of schedule 2(Transfer arrangements);

"Economic Time" has the meaning given in clause 6.1 (Economic benefit of the Sportingbet Spanish Business) of schedule 3 (The Call Option);

"Effective Date" if the Offer is implemented by means of the Scheme, the date on which Part 2 of the Scheme becomes operative and the Reduction of Capital becomes effective, or if the Offer has been implemented by means of the Takeover Offer, the Unconditional Date;

"Effective Time" if the Offer is implemented by means of the Scheme, the time on the Effective Date at which Part 2 of the Scheme becomes operative and the Reduction of Capital becomes effective or, if the Offer is implemented by means of the Takeover Offer, 6.00 p.m. on the Effective Date or such other time as agreed between WH Bidco and GVC;

"Election Return Time" has the meaning which William Hill, GVC and Sportingbet agree to give to such term in the Scheme Document;

"Encumbrance" any mortgage, charge (fixed or floating), pledge, lien, hypothecation, trust, right of set off or other third party right or interest (legal or equitable) including any right of set-off, assignment by way of security, reservation of title or any other security interest of any kind however created or arising or any other agreement or arrangement (including a sale and repurchase arrangement) having similar effect;

"Equity Raise" any offer, placing or other issue of GVC Shares for the purposes of raising equity finance;


16LONDON\AAV\27007714.09

"Financial Indebtedness" any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised pursuant to the issue of bonds, notes, debentures, loan stock or any similar instrument; and

(c) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing,

but shall not include lease or asset financing facilities or indebtednessbelow €2 million per annum;

"FSMA" the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time);

"Guernsey Migration Plan" has the meaning set out in clause 13.5(d) of schedule 2 (Transfer arrangements);

"GVC Forecasted Cash Amount"

€9,351,000;

"GVC Group" GVC and its subsidiary undertakings as at the date of this deed or, where the context requires, the GVC Group enlarged by the acquisition of the Sportingbet Group as at the Effective Time;

"GVC Opening Cash Position"

the net current asset/liability position of the GVC Group at 31 January 2013, being an amount equal to the aggregate of cash and cash equivalents, payment processor debtor balances, trade receivables, prepayments, other receivables, customer liabilities, accruals, other payables, corporation tax payable, other tax liabilities, amounts due pursuant to the earn-out under the Betboo Acquisition, calculated using the same accounting policies and procedures used in preparing the GVC Group accounts;

"GVC Shares" the ordinary shares of €0.01 each in the capital of GVC;

"GVC-SportingbetDistribution"

has the meaning given in clause 6.6 (Distribution) of schedule 2(Transfer arrangements);

"GVC-Sportingbet Intra-group Loan"

has the meaning given in clause 6.5 (Assignment of the Loan) of schedule 2 (Transfer arrangements);

"GVC Statement" the draft cash statement prepared by GVC in accordance with clause 9.11 (GVC Cash Adjustment) of schedule 2 (Transfer arrangements);

"GVC Steering Group Representatives"

has the meaning given in clause 6.2 (The Steering Group) of schedule 3 (The Call Option);

"Holy Companies" each of Longfrie Limited, a company registered in Guernsey with company number 54078, and Corvee Limited, a company registered in Guernsey with company number 54079, each of whose registered office is at Ground Floor Tudor House, Le Bordage, St Peter Port, Guernsey, GY1 1DB;


17LONDON\AAV\27007714.09

"Instalment" has the meaning given in clause 9 (Top Up Facility) of schedule 2(Transfer arrangements);

"Intellectual Property" all rights in or in relation to any and all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, database rights, copyrights, rights in software, moral rights, performers' rights, rights in inventions, knowhow, trade secrets and other confidential information and all other intellectual property rights of a similar or corresponding character which may subsist in any part of the world (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing);

"Intellectual Property Assignments"

the assignments by the relevant member of the Sportingbet Group to the relevant member of the WH Group, in the agreed form, of each of their rights in:

(a) the Sportingbet Australian IP Assets; and

(b) the Sportingbet Spanish IP Assets; and

(c) the Miapuesta IP Assets (to the extent that they are not contained in the Sportingbet Spanish IP Assets);

"ISCI" Interactive Sports (C.I.) Limited, a company incorporated in Alderney with registered number 1622;


18LONDON\AAV\27007714.09

"Leases" (a) lease of Apartment 18, Tudor House, Le Bordage, St Peter Port, Guernsey dated 11 July 2012 and made between (1) Tudor Apartments Limited and (2) Michael James Wilesmith and Kate Johnson;

(b) lease of "Orianna" Flat No.1, Orianna Place, Le Gouffre, Forest, Guernsey undated and made between (1) Orianna House Limited and (2) Dominic David Salter;

(c) lease of "Orianna House", Orianna Place, Le Gouffre, Forest, Guernsey dated 23 December 2010 and made between (1) Orianna House Limited and (2) Ross Cairns, Adam Shone, Oliver Lauria, Mark Abbosh and Alex Abel;

(d) lease of 3 St James Place, St Jacques, St Peter Port, Guernsey dated 10 January 2012 and made between (1) St James Place Limited and (2) Andrew Clouder, Damir Hadzija, Ross Champion and Ian Cox;

(e) lease of The Jungle, Doyle Road, St Peter Port, Guernsey dated 30 March 2012 and made between (1) The Jungle Limited and (2) Peter Campbell, James Curtis, Gordon Casey, Paul Edwards and David Eames;

(f) lease of Les Rosiers, Doyle Road, St Peter Port, Guernsey dated 19 April 2012 and made between (1) Les Rosiers Limited and (2) Gavin Rudge, David Unsworth, Mark Everett, Iason Prassides, Shaun Caffrey and Justin Sparrow;

(g) lease of Cleveley House Limited, Cambridge Park Road, St Peter Port, Guernsey dated 12 January 2012 and made between (1) Cleveley House Limited and (2) Ciaran Lawless, James Rowbottom, Timothy Linch and Denis Vrataric;

(h) lease of 3 Cambria Villas, Cambridge Park Road, St Peter Port, Guernsey dated 12 June 2012 and made between (1) Cambria Villas Limited and (2) Dean Friedman, Matthew Hardy, Adrian Staddon, Alan Kenny, Eddie Roca and Joshua Curtis; and

(i) lease of Ivy Lodge, Doyle Road, St Peter Port, Guernsey dated 1 February 2012 and made between (1) Ivy Lodge Limited and (2) Michael Wood, Graham Monteith, Michael Shea, Alec Pearce and Luke Harkins;

"Listing Rules" the rules and regulations made by the FSA in its capacity as the UKLA under FSMA and contained in the UKLA's publication of the same name, as amended from time to time;

"London Stock Exchange" London Stock Exchange plc;

"Marketing Fund" has the meaning given to it in clause 6.7(c) of schedule 3 (The Call Option);

"Miapuesta IP Assets" the Intellectual Property relating to the "MIAPUESTA" brand and owned by any member of the Sportingbet Group prior to the Effective Time, including those set out in part A of schedule 4 (IP assets);


19LONDON\AAV\27007714.09

"Migration Assistance Period"

such period of time as is agreed by William Hill and GVC and as set out in the Migration Plan;

"Migration Completion" has the meaning given to it in clause 6.3 (Conduct to Migration Completion) of schedule 3 (The Call Option);

"Mix and Match Facility" the mix and match facility under which eligible Scheme Shareholders may elect to vary the proportions in which they receive cash and New GVC Shares under the Scheme

"Net Gaming Revenue" the net gaming revenue (being gross gaming revenue less paid out winnings) for any consecutive six month period of the Sportingbet Spanish Business, determined from time to time by reference to and as set out in the most recently available monthly management accounts of the Sportingbet Spanish Business;

"New GVC Shares" the new GVC Shares to be allotted, credited as fully paid and issued pursuant to the Offer;

"NT Commission" the Northern Territory Racing Commission;

"NT Licences" licences to conduct the business of sportsmaker granted by the NT Commission to Centrebet Pty Limited (dated 2 December 2011) and Sportingbet Australia Pty Limited (dated 28 November 2011);

"Offer" the offer by WH Bidco and GVC for the entire issued and to be issued share capital of Sportingbet to be made by means of the Scheme (or, should William Hill and GVC so elect, by means of the Takeover Offer) on the terms and Conditions set out in the Rule 2.7 Announcement and as further set out in the Offer Documentation;

"Offer Documentation" the Scheme Documentation (if the Offer is implemented by way of the Scheme) or the Takeover Offer Documentation (if the Offer is implemented by way of the Takeover Offer), as applicable;

"Panel" the United Kingdom Panel on Takeovers and Mergers;

"Paradise Poker IP Assets" the trade marks relating to the "PARADISE POKER" brand and used, exploited or relied upon by the Sportingbet Spanish Business prior to the Effective Time and which are owned by any member of the GVC Group after the Effective Time, as set out in part C of schedule 4 (IP assets);

"Paradise Poker Trade Mark Licence"

the licence, in the agreed form, by the relevant member of the Sportingbet Group in favour of the relevant member of the WH Groupto use certain of the Paradise Poker IP Assets in Spain;

"Prisa" Promotora de Informaciones, S.A., a company incorporated in Spainwith registered number A28297059;

"Prisa Group" means Prisa and its subsidiaries, subsidiary undertakings and holding companies, and any subsidiaries or subsidiary undertakings of any such holding companies


20LONDON\AAV\27007714.09

"Properties" (a) Apartment 18, Tudor House, Le Bordage, St Peter Port, Guernsey;

(b) Oriana, Oriana Place, Les Villets, Forest, Guernsey;

(c) 3 St James Place, St Jacques, St Peter Port, Guernsey;

(e) The Jungle, Doyle Road, St Peter Port, Guernsey;

(f) Les Rosiers, Doyle Road, St Peter Port, Guernsey;

(g) Cleveley House, Cambridge Park Road, St Peter Port, Guernsey;

(h) 3 Cambria Villas, Brock Road, St Peter Port, Guernsey; and

(i) Ivy Lodge, Doyle Road, St Peter Port, Guernsey;

"Reduction Court Hearing" the hearing at which the Reduction Court Order will be sought;

"Reduction Court Order" the order of the Court confirming the Reduction of Capital;

"Reduction of Capital" the proposed reduction of the share capital of Sportingbet under Chapter 10 of Part 17 of the Companies Act, provided for by the Scheme;

"Registrar" the Registrar of Companies for England and Wales;

"Regulated Assets" the assets used exclusively in and forming the Regulated Businesses, including those assets to be transferred pursuant to the provisions of schedule 2 (Transfer arrangements) and schedule 3 (The Call Option);

"Regulated Businesses" the Sportingbet Australian Business, the Sportingbet Spanish Business and the Sportingbet Guernsey PropCos;

"Regulated Business GroupCompanies"

Sportingbet Australia, SAF LLP, the Sportingbet Guernsey PropCos,Sportingbet Finco and each of their subsidiaries (if any);

"Regulated Business Intellectual Property"

the Sportingbet Spanish IP Assets and the Sportingbet Australian IP Assets;

"Regulated Business Records"

all books, information and records owned by members of the Sportingbet Group to the extent they relate to the Regulated Businesses, including company books, minute books and other similar or equivalent documents;

"Relevant Authority" any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, or investigative body, court, trade agency, association, institution, or any other body or person whatsoever in each case in any jurisdiction and including, without limitation, the UKLA, the Panel, the Treasurer of Australia and the NT Commission;

"Reorganisation" the reorganisation of the Sportingbet Group in accordance with clause 1 (The Reorganisation) of schedule 2 (Transfer arrangements);


21LONDON\AAV\27007714.09

"Reorganisation Completion Time"

completion of the Reorganisation which shall occur no later than (i) if the Offer is implemented by way of the Scheme, no earlier than the Reduction Court Hearing and no later than a time between 30 and five minutes before the Effective Time or (ii) if the Offer is implemented by way of a Takeover Offer, a time between 30 minutes and five minutes before the Effective Time;

"Replacement Spanish Guarantee"

a guarantee to be given (if required by the Spanish Regulator) by the WH Group in favour of the Spanish Regulator in respect of the obligations of SYWS as Spanish licence holder, replacing the Spanish guarantee in place as at the date of this deed given by Sportingbet, as funded as at the date of this deed by the Barclays Facilities;

"Representatives" any director, officer, employee, agent, adviser or provider of finance of a Party or of any of such Party's Affiliates;

"Reserved Matters" has the meaning given in clause 6.6 (Reserved Matters) of schedule 3(The Call Option);

"Retained Assets" the assets forming part of the Retained Business;

"Retained Business" all businesses and assets of Sportingbet other than the SportingbetAustralian Business, the Sportingbet Spanish Business and the Sportingbet Guernsey PropCos;

"Retained Business Actual Cash Amount"

the balance sheet cash in respect of the Retained Business at the Effective Time and calculated on the basis of the items, accounting policies and procedures set out in schedule 5 (Accounting policies);

"Retained Business CashStatement"

the cash statement agreed or determined in accordance with clause 10 (Cash adjustment) of schedule 2 (Transfer arrangements) setting out the GVC Actual Cash Amount;

"Retained Business Draft Cash Amount"

has the meaning given in clause 10.2 (GVC Draft Cash Statement) of schedule 2 (Transfer arrangements);

"Retained Business Draft Cash Statement"

the draft cash statement prepared by GVC in accordance with clause10.2 (GVC Draft Cash Statement) of schedule 2 (Transfer arrangements);

"Retained Employees" the employees employed solely in the operation of the Retained Business and/or those who remain with the Retained Business by operation of law;

"Retained Records" all books, information and records owned by members of the Sportingbet Group to the extent they relate to the Retained Business, including company books, minutes books and other similar or equivalent documents;

"Rule 2.7 Announcement" the press announcement issued on behalf of the Parties by Sportingbet pursuant to Rule 2.7 of the City Code, relating to and setting out the firm intention of WH Bidco and GVC to make an offer for the entire issued and to be issued share capital of Sportingbet (in the agreed form or as may subsequently be amended or revised by the Parties);


22LONDON\AAV\27007714.09

"SAF LLP" Sportingbet Australia Finance LLP, a limited liability partnership incorporated in England and Wales with partnership number OC366399;

"SAF LLP Deed" the limited liability partnership deed relating to SAF LLP entered into by Interactive Sports Limited, Sportingbet Odds Limited and SAF LLP, dated 24 August 2011;

"SAF Swap Arrangements" two Cross-Currency Swap Transaction confirmations dated 24 August 2011 entered into pursuant to a 2002 ISDA Master Agreement (including the schedule) dated 24 August 2011 and made between (1) SAF LLP and (2) Interactive Sports Limited;

"SAB Actual Cash Amount" the balance sheet cash in respect of the Sportingbet Australian Target Group at the Effective Time and calculated on the basis of the items, accounting policies and procedures set out in schedule 5(Accounting policies);

"SAB Draft Cash Amount" has the meaning given in clause 10.1 (SAB Draft Cash Statement) of schedule 2 (Transfer arrangements);

"SAB Cash Statement" the cash statement agreed or determined in accordance with clause 10 (Cash adjustment) of schedule 2 (Transfer arrangements) setting out the William Hill Actual Cash Amount;

"SAB Draft Cash Statement"

the draft cash statement prepared by WH Bidco in accordance with clause 10.1 (SAB Draft Cash Statement) of schedule 2 (Transfer arrangements);

"Scheme" the scheme of arrangement pursuant to which the Offer is proposed to be made under Part 26 of the Companies Act, details of which are to be set out in the Scheme Document;

"Scheme Conditions" the terms and conditions set out in the Rule 2.7 Announcement and as further set out in the Scheme Document;

"Scheme Court Hearing" the hearing at which the order of the Court sanctioning the Scheme will be sought;

"Scheme Document" the document to be sent to Sportingbet Shareholders and Bondholders setting out, inter alia, the terms of the Scheme;

"Scheme Documentation" the Scheme Document (and any subsequent amendment thereof) and other documentation required in connection with the Scheme including, but not limited to, any forms of election, forms of proxy, court documentation and other such documents as are or may be required by the City Code, the Court, the Panel, the Companies Act, the Listing Rules or any applicable law or regulation;


23LONDON\AAV\27007714.09

"Scheme Loan" the loan provided to GVC by WH Bidco in the event that the Offer is implemented by means of the Scheme pursuant to clause 6.1 (The Scheme Loan) of schedule 2 (Transfer arrangements), which will comprise an amount equal to the cash consideration which will be payable to Scheme Shareholders pursuant to the terms of the Scheme (to the extent not falling within (a) or (b) below), less any Shortfall, plus:

(a) if after 20 December 2012 any Bondholder exercises his right to convert his Bonds into Sportingbet Shares rather than have them repaid pursuant to the terms of the Scheme, an amount equal to the number of Sportingbet Shares issued on conversion of the relevant Bonds multiplied by 55 pence;

(b) if after 20 December 2012 any participant in the Sportingbet Share Plans exercises his right thereunder to convert his rights into Sportingbet Shares prior to the Effective Date, an amount equal to the number of Sportingbet Shares issued on conversion of those rights multiplied by 55 pence, less any appropriate exercise costs;

(c) an amount equal to any Unexercised Option Amount; and

(d) an amount equal to the Separation Amount;

"Scheme Shareholder" a holder of Scheme Shares;

"Scheme Shares" has the meaning which William Hill, GVC and Sportingbet agree to give to such term in the Scheme Document;

"Second Instalment Payment Period"

has the meaning given in clause 9 (Top Up Facility) of schedule 2(Transfer arrangements)

"Separation Amount" £36.5 million;

"Separation Costs" (a) adviser fees incurred by GVC and Sportingbet in connection with the Offer;

(b) the discharge of the Barclays Facilities;

(c) payments to officers and employees under their service arrangements triggered by the Offer;

(d) charge to employer's NICs on any Rule 15 proposal;

(e) restructuring costs; and

(f) other costs incurred in connection with the Offer;

"Shortfall" any amount to be provided by the Underpinning Arrangements, plus the amount drawn down under the Top Up Facility to address a Cash Shortfall;

"Spanish Domain Names" means the domain names contained in the Sportingbet Spanish IP Assets;


24LONDON\AAV\27007714.09

"Spanish Migration" means the migration of the Sportingbet Spanish Business to WH Bidco;

"Spanish Migration Plan" has the meaning given to it in clause 5.1 (Spanish Migration Plan) of schedule 3 (The Call Option);

"Spanish Regulator" means the Spanish gaming regulator;

"Spanish Trade Mark Licence"

the licence, in the agreed form, by the relevant member of the WH Group to the relevant member of the Sportingbet Group to use the Spanish IP Assets acquired by the relevant member of the WH Group pursuant to the Transfer in Spain;

"Spanish User" any person with an IP address, address and/or payment details relating to a bank branch, in Spain;

"Sportingbet Australia" Sportingbet Australia Holdings Pty Limited, a company incorporated in New South Wales, Australia with registered number ABN19149602817;

"Sportingbet Australia Target Group"

Sportingbet Australia and its subsidiary undertakings, excluding those entities to be transferred to Sportingbet (or its nominee(s)) pursuant to clause 1 (The Reorganisation) of schedule 2 (Transfer arrangements) and including Sportingbet Finco and SAF LLP;

"Sportingbet Australian Business"

the regulated businesses operated by the Sportingbet Group under licences issued by the NT Commission, which for the avoidance of doubt excludes any European or other business operated under non-Australian licences in any subsidiary of Sportingbet Australia, including the Sportingbet Australian Excluded Companies;

"Sportingbet Australian Excluded Companies"

those entities to be transferred to Sportingbet (or its nominee(s)) pursuant to clause 1 (The Reorganisation) of schedule 2 (Transfer arrangements);

"Sportingbet Australian IP Assets"

the Intellectual Property used, exploited or relied upon exclusively,by the Sportingbet Australian Business prior to the Effective Time and owned immediately prior to the Transfer Completion Time by any member of the Sportingbet Group that is not a member of the Sportingbet Australia Target Group, including that set out in schedule 4 (IP assets);

"Sportingbet Australian Trade Marks"

the trade marks owned by any member of the WH Group immediately following the Transfer Completion Time and used, relied upon or exploited by the Sportingbet Australian Business at that time;

"Sportingbet Data Feed" the xml data feed covering European sports as it has been generally provided for the six months prior to the date of this deed by the relevant members of the Sportingbet Group to the SportingbetAustralian Business;

"Sportingbet Finco" Sportingbet Intragroup Financing (Guernsey) Limited, a company incorporated in Guernsey with registered number 53863;

"Sportingbet Group" Sportingbet and its subsidiaries and subsidiary undertakings;


25LONDON\AAV\27007714.09

"Sportingbet Guernsey PropCos"

(a) Cambria Villas Limited, a company incorporated in Guernsey with registered number 46904;

(b) Cleveley House Limited, a company incorporated in Guernsey with registered number 49377;

(c) Ivy Lodge Limited, a company incorporated in Guernsey with registered number 50638;

(d) Les Rosiers Limited, a company incorporated in Guernsey with registered number 27005;

(e) Orianna House Limited, a company incorporated in Guernsey with registered number 46905;

(f) St James Place Limited, a company incorporated in Guernsey with registered number 46984;

(g) The Jungle Limited, a company incorporated in Guernsey with registered number 35938; and

(h) Tudor Apartments Limited, a company incorporated in Guernsey with registered number 48252;

"Sportingbet - GVCDistribution"

has the meaning given in clause 6.6 (Distribution) of schedule 2(Transfer arrangements)

"Sportingbet Holdings" Sportingbet Holdings Limited, a company incorporated in England and Wales with registered number 07264739;

"Sportingbet Shareholder Cash Consideration"

the consideration payable by GVC to the relevant Scheme Shareholders (if the Offer is implemented pursuant to the Scheme) or Sportingbet Shareholders (if the Offer is implemented pursuant to a Takeover Offer) (as applicable) in the form of cash;

"SportingbetShareholders"

the holders of Sportingbet Shares;

"Sportingbet Share Plans" the Sportingbet Executive Share Option Scheme 2004, the Sportingbet Restricted Share Plan 2009 and the Sportingbet 2011 Long-Term Incentive Plan;

"Sportingbet Shares" ordinary shares of a nominal value of £0.001 each in the capital of Sportingbet;

"Sportingbet Spanish Assets"

means the Sportingbet Spanish IP Assets and any other assets forming part of the Sportingbet Spanish Business;

"Sportingbet Spanish Business"

the regulated business operated by the Sportingbet Group in Spainunder licences issued by the Spanish Regulator, which for the avoidance of doubt excludes any South American or other business operated by the Sportingbet Group under non-Spanish licences;

"Sportingbet Spanish Business Employees"

the employees employed in the operation of the Sportingbet Spanish Business;

"Sportingbet Spanish Business Goodwill"

the goodwill and reputation of the Sportingbet Spanish Business;


26LONDON\AAV\27007714.09

"Sportingbet Spanish Business Marketing Plan"

the plan for marketing the Sportingbet Spanish Business to be agreed by the Steering Group;

"Sportingbet Spanish Business Plan"

has the meaning given in clause 6.7 (Sportingbet Spanish Business Plan) of schedule 3 (The Call Option);

"Sportingbet Spanish IP Assets"

the Intellectual Property (including any part of the Miapuesta IP Assets) used, exploited or relied upon exclusively, by the SportingbetSpanish Business prior to the Effective Time and owned by any member of the Sportingbet Group immediately prior to the Transfer Completion Time, including that set out in schedule 4 (IP assets), but excluding the Paradise Poker IP Assets and any software associate with Paradise Poker brands;

"Sportingbet Spanish Unregulated Business"

the unregulated business operated by the Sportingbet Group in Spainprior to obtaining licences issued by the Spanish Regulator;

"Steering Group" has the meaning given in clause 6.2 (The Steering Group) of schedule 3 (The Call Option);

"SYWS" Spread Your Wings Spain plc, a company incorporated in Malta with registered number C 54301;

"SYWS Customer Balances"

the balance of funds (together with an amount equal to any provision held by SYWS in respect of any customer referral or sign up bonuses which have still to be taken or used by SYWS Customers) received or receivable from and held by or on behalf of SYWS as at the applicable Call Option Completion Time together with an amount equal to the value of bets placed prior to the applicable Call Option Completion Time for events which will only occur after such time by the SYWS Customers, where the amount staked has been debited from the relevant SYWS Customer Balance;

"SYWS Customer List" the list and/or database of SYWS Customers as at the applicable Call Option Completion Time;

"SYWS Customers" customers, whether active or dormant, of SYWS, including without limitation all persons who have entered into agreements for gaming and/or betting services with SYWS as at the relevant Transfer Completion Time;

"SYWS Regulatory Licence"

the set of general and single gaming licences, granted to SYWS by the Spanish Regulator, required to operate the Sportingbet Spanish Business;

"Takeover Offer" a takeover offer (within the meaning of section 974 of the Companies Act) made by GVC for the entire issued and to be issued share capital of Sportingbet (other than any shares held by William Hill and/or GVC(if any)) including any amendment or revision thereto, the full terms of which will be set out in the Takeover Offer Document or (as the case may be) any revised offer document(s);


27LONDON\AAV\27007714.09

"Takeover Offer Conditions"

the Scheme Conditions, so far as applicable and subject to appropriate amendments for the Takeover Offer, including (without limitation) the deletion of the Conditions set out in paragraph 1(a) and (c) of Appendix 1 of the Rule 2.7 Announcement and their replacement with a condition that the Takeover Offer be conditional on valid acceptances being received in respect of not less than 90 per cent (or such lesser percentage as GVC may decide in accordance with the City Code) in nominal value of the Sportingbet Shares to which the Takeover Offer relates, provided that such condition will not be satisfied unless GVC shall have acquired, or agreed to acquire, whether pursuant to the Offer or otherwise, Sportingbet Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at general meetings of Sportingbet, and containing such other terms as GVC and William Hill may agree, which conditions shall be incorporated in the Takeover Offer Document;

"Takeover Offer Document"

if following the date of this deed, William Hill and GVC elect to implement the Offer by way of the Takeover Offer, the document to be despatched to Sportingbet Shareholders, Bondholders and others by William Hill and GVC (or such other entities as they may elect) containing, amongst other things, the Takeover Offer, the Takeover Offer Conditions and certain information about the Parties;

"Takeover Offer Documentation"

the Takeover Offer Document and other documentation required in connection with the Takeover Offer including, but not limited to, any forms of acceptance, forms of election, forms of proxy, and other such documents as are or may be required by the City Code, the Panel, the Companies Act, the Listing Rules or any applicable law or regulation;

"Takeover Offer Loan" the loan provided to GVC by WH Bidco in the event that the Offer is implemented by means of the Takeover Offer pursuant to clause 6.2(The Takeover Offer Loan) of schedule 2 (Transfer arrangements)which will comprise an amount equal to the cash consideration which will be payable to Bondholders and Sportingbet Shareholders pursuant to the terms of the Takeover Offer less any Shortfall (which will be adjusted upwards depending upon whether (i) any Bondholder exercises his right to convert his Bonds into Sportingbet Shares rather than have them repaid pursuant to the terms of the Takeover Offer, and/or (ii) any participant of the Sportingbet Share Plans exercises his right to convert his rights under the Sportingbet Share Plans into Sportingbet Shares rather than accept the offer made to participants of the Sportingbet Share Plans in accordance with Rule 15 of the City Code) plus an amount equal to the Separation Amount;


28LONDON\AAV\27007714.09

"Tax" (a) any form of tax, levy, duty, rate, contribution, charge, impost, hypothecation, deduction, or withholding whether governmental, statutory, state, provincial, local governmental or municipal whenever created or imposed and whether of the United Kingdom or elsewhere including (without limitation) income tax, corporation tax, capital gains tax, stamp duty, stamp duty reserve tax, stamp duty land tax, value added tax, any form of supply or transfer tax, and any other taxes, levies, duties, rates, contributions, charges, imposts, deductions, or withholdings similar to, corresponding with, or replacing or replaced by any of the foregoing; and

(b) all charges, surcharges, interest, penalties, fines and other similar liabilities and costs, incidental or relating to, or relating to any obligation in respect of, any Tax falling within paragraph (a) of this definition;

"Tax Authority" any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world having or purporting to have power or authority in relation to Tax;

"Top Up Facility" has the meaning given in clause 9 (Top Up Facility) of schedule 2(Transfer arrangements);

"Top Up Facility Availability Period"

has the meaning given in clause 9.2 (Availability) of schedule 2(Transfer arrangements);

"Transaction" the Offer and the Transfer;

"Transfer" the transfer of the Regulated Businesses from Sportingbet, or members of the Sportingbet Group, to certain members of the WH Group as set out in schedule 2 (Transfer arrangements);

"Transfer Completion Time"

completion of the Transfer which shall occur following the Reorganisation Completion Time but prior to the Effective Time on the Effective Date or the Unconditional Date, as applicable;

"Treasurer of Australia" the minister in the government of Australia appointed as head of the treasury of Australia;

"UKLA" the UK Financial Services Authority acting in its capacity as the competent authority for listing in the United Kingdom for the purposes of part VI of FSMA;

"Unconditional Date" if the Offer has been implemented by means of the Takeover Offer, the day on which the Offer becomes or is declared unconditional in all respects;


29LONDON\AAV\27007714.09

"Underpinning Arrangements"

the cash underpinning commitments (details of which are contained in the Rule 2.7 Announcement) given by each of Henderson AIA, Richard Griffiths and Antisoma plc in favour of GVC on or around the date of this deed, pursuant to which such underpinners have agreed to acquire a maximum of 5,000,000, 783,725 and 1,713,062 New GVC Shares, respectively, that have not been elected for by Scheme Shareholders pursuant to the terms of the Scheme, with the proceeds of such underpinning to be paid to GVC for satisfaction of part of the Sportingbet Shareholder Cash Consideration;

"Unexercised Option Amount"

an amount equal to the cash sum owed to any participant of a Sportingbet Share Plan, less any appropriate exercise costs, who either accepts a cash sum in settlement of or for the cancellation of his rights under the Sportingbet Share Plans as set out in the Scheme Document or as part of any Rule 15 proposals or who exercises his right to convert his rights under the Sportingbet Share Plans into Sportingbet Shares which are to be treated pursuant to the proposed sweep up arrangements in the changes to the articles of Sportingbet as set out in the Scheme Document;

"VAT" within the European Community such Tax as may be levied in accordance with (but subject to derogations from) Council Directive 2006/12/EC of 28 November 2006 on the common system of value added tax and outside the European Community any Tax levied by reference to added value, sales, use or supplies

"WH Group" WH plc and its subsidiary undertakings from time to time;

"WH's Solicitors" Ashurst LLP;

"WH Steering Group Representatives"

has the meaning given in clause 6.2 (The Steering Group) of schedule 3 (The Call Option); and

"William Hill Facilities" the facilities made available to WH plc by various lenders pursuant to existing facility and bridging facility agreements.

Schedule 2: TRANSFER ARRANGEMENTS

30LONDON\AAV\27007714.09

SCHEDULE 2

TRANSFER ARRANGEMENTS

1. THE REORGANISATION

1.1 The Reorganisation steps

By no later than the Reorganisation Completion Time, but (if the Offer is implemented by means of the Scheme) following the approval of the Court of the Reduction of Capital at the Reduction Court Hearing and following any necessary consents under Rule 21 having been obtained from the Panel, Sportingbet shall procure:

(a) that Sportingbet Holdings, as full legal and beneficial owner with full title guarantee, shall distribute (by way of a dividend in specie) the entire issued share capital of Sportingbet Australia to Sportingbet;

(b) the termination of the SAF Swap Arrangements and the payment of any amounts due by or to SAF LLP under the SAF Swap Arrangements;

(c) that Sportingbet FinCo will pay a dividend to Sportingbet not less than the amount requested to ensure that the sale of Sportingbet FinCo does not give rise to a chargeable gain for UK corporation tax purposes;

(d) that a schedule of inter company balances or other financial obligations or financial liabilities outstanding between:

(i) the Regulated Business Group Companies; and

(ii) any other company in the Sportingbet Group,

is prepared and shared with William Hill and GVC and that, based on the information so provided, such balances, obligations or liabilities shall be set off against one another or, if this is not possible to achieve, shall be waived immediately prior to the Reorganisation Completion Time such that no balances are left outstanding between the Regulated Business Group Companies and any other company in the Sportingbet Group and Sportingbet, William Hill and GVC shall co-operate and take reasonable measures to ensure that this process is carried out in as tax efficient a manner as reasonably possible, namely without giving rise to Tax charges and/or without withholding Tax obligations;

(e) that Centrebet International Pty Limited shall sell for £1 the entire issued share capital of the following companies to Sportingbet Holdings (or its nominee):

(i) Superodds International Limited (if not dissolved or liquidated prior to the Reorganisation Completion Time);

(ii) Centrebet UK Limited together with its direct subsidiary Priority Clear Limited;

(f) that Centrebet International Pty Limited and Centrebet Pty Limited shall sell for £1 the entire issued share capital of Centrebet Holdings Limited to Sportingbet Holdings (or its nominee); and

(g) that Centrebet Holdings Limited and Centrebet Pty Limited shall sell for £1 the entire issued share capital of Centrebet Limited to Sportingbet Holdings (or its nominee); and


31LONDON\AAV\27007714.09

(h) that G Promotions Pty Limited shall sell for £1 the entire issued share capital of Centrebet Gaming NV (if not dissolved or liquidated prior to the Reorganisation Completion Time) to Sportingbet Holdings (or its nominee).

1.2 Notification

Immediately following completion of the Reorganisation, Sportingbet shall notify William Hill and GVC in writing that the Reorganisation has completed.

2. THE TRANSFER

(a) Upon the terms of this schedule 2, as soon as reasonably practicable following and conditional only upon the Reorganisation having completed in accordance with clause 1 (The Reorganisation) above and prior to the Effective Time, Sportingbetshall as full legal (save in the case of the Sportingbet Guernsey PropCos) and beneficial owner and with full title guarantee sell or procure the sale of and the relevant members of the WH Group shall purchase the Regulated Assets (other than the Call Option Assets) as further set out below (save that those of the Regulated Assets which constitute Intellectual Property shall transfer on the terms of the Intellectual Property Assignments) and shall grant the Call Option subject to the provisions of schedule 3 (The Call Option) with effect from the Transfer Completion Time, in each case, together with all accrued benefits and rights attached thereto.

(b) Sportingbet undertakes to GVC and William Hill that it will not file the Reduction Court Order before the Reorganisation and the Transfer as set out in clause 1 (The Reorganisation) and this clause 2 of this schedule 2 (Transfer arrangements) shall have completed in accordance with their terms.

3. THE REGULATED ASSETS

The Regulated Assets comprise:

(a) the entire issued share capital of Sportingbet Australia;

(b) the entire issued share capital of each of the Sportingbet Guernsey PropCos;

(c) the entire issued share capital of Sportingbet Finco;

(d) the entire interest in SAF LLP;

(e) the Sportingbet Australian IP Assets;

(f) the Sportingbet Spanish IP Assets (to the extent that the Sportingbet Group is not restricted from transferring it by contractual obligations to Canal+);

(g) the Miapuesta IP Assets (to the extent that (i) the Sportingbet Group is not restricted from transferring it by contractual obligations to Canal+ and (ii) they are not contained in the Sportingbet Spanish IP Assets); and

(h) the Call Option Assets (which are subject to the provisions of schedule 3 (The Call Options)).

4. CONSIDERATION

4.1 Aggregate consideration

The aggregate consideration for the sale of the Regulated Assets by the relevant members of the Sportingbet Group to the relevant members of the WH Group shall comprise of:


32LONDON\AAV\27007714.09

(a) if the Offer is implemented by way of the Scheme, an amount equal to the aggregate of the Scheme Loan and the Bondholder Cash Consideration; or

(b) if the Offer is implemented by way of the Takeover Offer, an amount equal to the Takeover Offer Loan.

4.2 Allocation of consideration

The consideration payable pursuant to clause 4.1 above shall be allocated between the Regulated Assets set out below:

Sportingbet Australia the amount remaining of the Scheme Loan after having deducted the following amounts:

SAF LLP £1

Sportingbet Guernsey PropCos £11 million

Sportingbet Finco an amount equivalent to this company's net assets as at the Effective Time

Sportingbet Australian IP Assets £1

Sportingbet Spanish IP Assets £1

Miapuesta IP Assets £1

the grant of the SYWS Option £15 million

The consideration for the Call Option Assets being allocated as follows:

the SYWS Customer List;

the SYWS Customer Balances;

the entire issued share capital (but not part only) of SYWS; and

the entire issued share capital (but not part only) of ATD

those assets referred to in clause 1.1(ii) of schedule 3 (The Call Option)

£1

£1

£1

£1

£1

5. COMPLETION OF THE TRANSFER

5.1 Transfer completion

Subject to and conditional upon the Reorganisation having completed, completion of the Transfer shall take place at the Transfer Completion Time at the London offices of WH's Solicitors (or such other place as William Hill and GVC shall agree).

5.2 Actions after Transfer Completion

On receipt by GVC of the sum owed for the purpose of repayment of the Barclays Facilities which is to be paid as part of the Separation Amount, Sportingbet and GVC each agree to use best endeavours to procure the signature of the relevant parties to the relevant


33LONDON\AAV\27007714.09

documents to release all Encumbrances relating to the Barclays Facilities. GVC, William Hill and Sportingbet agree to use best endeavours to procure the signature of the relevant parties to the relevant document to release any guarantees which are given by either (i) the Retained Business to the Regulated Business and/or the Regulated Business Group Companies or (ii) the Regulated Business and/or the Regulated Business Group Companies to the Retained Business, whether relating to the Barclays Facilities or otherwise.

5.3 Transfer completion deliverables of Sportingbet

At the Transfer Completion Time, Sportingbet shall deliver to (or, if WH plc so agrees, make available to) WH plc (or where stated to GVC) the following:

(a) transfers in common form relating to:

(i) the entire issued share capital of Sportingbet Australia, duly executed in favour of WH Bidco (or such other member of the WH Group as WH plcshall direct);

(ii) the entire issued share capital of each of the Sportingbet Guernsey PropCos, duly executed in favour of WHO (or such other member of the WH Group as WH plc shall direct);

(iii) the entire issued share capital of Sportingbet Finco, duly executed in favour of WHO (or such other member of the WH Group as WH plc shall direct);

(b) share certificates relating to all of the shares of Sportingbet Australia, the Sportingbet Guernsey PropCos and Sportingbet Finco (or indemnities for lost share certificates in a form reasonably acceptable to WH plc, acting on behalf of the relevant member of the WH Group);

(c) any waivers or consents so as to enable the relevant members of the WH Group to be registered as the holders of the shares of Sportingbet Australia, the SportingbetGuernsey PropCos and Sportingbet Finco and the interest in SAF LLP;

(d) instruments of transfer in favour of those members of the WH Group as WH plc shall direct in respect of all interests held by all relevant members of the Sportingbet Group as members of SAF LLP;

(e) written evidence in a form reasonably satisfactory to William Hill to demonstrate that the SAF Swap Arrangements have been terminated in accordance with clause 1.1(c) (the Reorganisation Steps) of this schedule 2 (Transfer arrangements).

(f) all Leases, title deeds and other documents relating to the Properties;

(g) duly executed copies of the Intellectual Property Assignments;

(h) duly executed copies of the Paradise Poker Trade Mark Licence;

(i) irrevocable instructions, in the agreed form, to the relevant registrars of the Spanish Domain Names and Australian Domain Names to re-register the same in the name of the relevant member of the WH Group;

(j) a duly executed copy of the Co-existence Agreement;

(k) resignations in the agreed form duly executed as deeds of all the directors (if any) of the Regulated Business Group Companies who shall resign at the Effective Time;


34LONDON\AAV\27007714.09

(l) the written resignations of the auditors of each Regulated Business Group Company in the agreed form;

(m) copies of the minutes of meetings of Sportingbet and the relevant members of the Sportingbet Group in the agreed form authorising the execution and delivery by Sportingbet and the relevant members of the Sportingbet Group of all documents and actions specified herein, appointing those persons nominated by William Hill to be officers of the Regulated Business Group Companies and, in respect of the Regulated Business Group Companies, revoking all bank mandates;

(n) to the extent not in the possession of the relevant Regulated Business Group Companies, the Regulated Business Records;

(o) all of the Regulated Assets, title to which can be transferred by delivery;

(p) evidence in the agreed form that the inter-company balance and liabilities referred to in clause 1.1(d) above have been released, assigned, capitalised or paid; and

(q) to GVC a duly executed copy of the BVI Director Resignation Deed.

5.4 Transfer completion deliverables of GVC

(a) As soon as reasonably practicable after the Effective Time, GVC shall procure the delivery to, and Sportingbet shall deliver to (or, if WH plc so agrees, make available to) WH plc to the extent not delivered at the Transfer Completion Time duly executed deeds of release in respect of security granted under the Barclays Facilities and any other security attaching to the Regulated Assets, once GVC or Sportingbet have received the same and any other documents not delivered by Sportingbet as set out in clause 5.3.

(b) At the Transfer Completion Time, GVC shall deliver to WH plc copies of the minutes of meetings of GVC authorising the execution and delivery by GVC of this deed and all documents and actions specified herein.

5.5 Transfer completion deliverables of William Hill

(a) At the Transfer Completion Time, WHO shall procure the delivery to GVC of the following:

(i) duly executed copies of:

(A) the Spanish Licence Trade Mark Licence;

(B) the Chile Licence Trade Mark Licence;

(C) the Co-existence Agreement; and

(D) deeds of accession to the SAF LLP Deed by the relevant members of the WH Group; and

(ii) copies of the minutes of the relevant members of the WH Group in the agreed form authorising the execution and delivery by the relevant members of the WH Group of this deed and all documents and actions specified herein.

(b) As soon as reasonably practicable following the Transfer Completion Time, WHO shall procure the delivery to GVC of evidence that the Replacement Spanish Guarantee has been entered into (if required by the Spanish Regulator).


35LONDON\AAV\27007714.09

6. LOAN BY WH BIDCO

6.1 The Scheme Loan

(a) If the Offer is implemented by way of the Scheme, WH Bidco agrees at the Effective Time to loan to GVC the Scheme Loan to be used in part for the settlement of the Sportingbet Shareholder Cash Consideration in accordance with clause 6.3 (Settlement of consideration) below and the payment of Separation Costs, such advance being conditional on the Scheme and Reduction of Capital having become effective.

(b) If the Offer is implemented by means of the Scheme, WH plc undertakes to draw down from the William Hill Facilities, to on-lend to WH Bidco and/or to procure the subscription of equity in the relevant members of the WH Group such amounts as are necessary to put WH Bidco into funds in order to make the Scheme Loan available to GVC in accordance with sub-clause (c) below.

(c) WH Bidco shall procure the transfer of a sum equivalent to the Scheme Loan (less the Separation Amount, which shall be transferred pursuant to clause 8(Separation Amount) below), which it has received pursuant to sub-clause (b) by telegraphic transfer for same day value to an account notified in writing by GVC on or before the day falling 10 days following the Effective Date, such account being the account of the relevant paying agent appointed by Sportingbet, William Hill and GVC for the purpose of paying the cash consideration payable pursuant to the Scheme.

(d) WH Bidco and GVC each acknowledge and agree that the amount of the Scheme Loan will not be adjusted unless the options granted to any participant of the Sportingbet Share Plans lapse following the Effective Date, in which case the Unexercised Option Amount will be reduced by an amount equal to 55 pence less the exercise price of the relevant options multiplied by the number of options which have lapsed (the "Option Return Amount").

6.2 The Takeover Offer Loan

(a) If the Offer is implemented by way of the Takeover Offer, WH Bidco agrees on the Unconditional Date to loan to GVC the Takeover Offer Loan to be used in part for the settlement of the Sportingbet Shareholder Cash Consideration and the Bondholder Cash Consideration in accordance with clause 6.3 (Settlement of consideration) below and the payment of Separation Costs, such advance being conditional on the Takeover Offer having been declared unconditional in all respects.

(b) If the Offer is implemented by means of the Takeover Offer, WH plc undertakes to draw down from the William Hill Facilities, to on-lend to WH Bidco and to procure the subscription of equity in the relevant members of the WH Group such amounts as are necessary to put WH Bidco into funds in order to make the Takeover Offer Loan available to GVC in accordance with sub-clause (c) below.

(c) WH Bidco shall procure the transfer of a sum equivalent to the Takeover Offer Loan (less the Separation Amount, which shall be transferred pursuant to clause 8(Separation Amount) below), which it has received pursuant to sub-clause (b)above, by telegraphic transfer for same day value to an account notified in writing by GVC on or before the day falling 10 days following the Unconditional Date, such account being the account of the relevant paying agent appointed by Sportingbet, William Hill and GVC for the purpose of paying the cash consideration.


36LONDON\AAV\27007714.09

6.3 Trust arrangements

(a) For the purpose of this clause 6.3:

(i) the term "Loaned Consideration" shall mean: (A) the Scheme Loan less an amount equal to the Separation Amount plus the Cash Shortfall (if any); or (B) the Takeover Loan less an amount equal to the Separation Amount plus the Cash Shortfall (if any), as the case may be; and

(ii) the term "Funding Purposes" shall mean: (A) in the case of the Scheme Loan, the payment of the Sportingbet Shareholder Cash Consideration by GVC to the relevant Scheme Shareholders in accordance with the terms of the Scheme; and (B) in the case of the Takeover Loan, the payment of the Sportingbet Shareholder Cash Consideration by GVC to the Sportingbet Shareholders, and the payment of the Bondholder Cash Consideration by GVC (as agent of Sportingbet) to the Bondholders in accordance with the terms of the Offer and on the terms of clause 7.2 (Bondholder Cash Consideration in the context of the Takeover Offer) of schedule 2 (Transfer arrangements).

(b) Each of William Hill and GVC acknowledges and agrees that upon WH Bidco loaning the Loaned Consideration to GVC pursuant to this clause 6 and (if applicable), clause 9.12 (Cash Shortfall) of schedule 2 (Transfer arrangements):

(i) the Loaned Consideration is being provided to GVC solely and exclusively for the Funding Purposes and until such time as the relevant amount of the Loaned Consideration has been paid in accordance with the Funding Purposes, GVC shall only be permitted to use such Loaned Consideration for the exclusive and sole purpose of satisfying the Funding Purposes and shall not be permitted to use such funds for any other purpose, nor have any discretion as to the application of such Loaned Consideration;

(ii) all such Loaned Consideration shall be held on trust by GVC for the benefit of WH Bidco until such time as the relevant amount of the Loaned Consideration has been paid in accordance with the Funding Purposes (at which time the trust over such Loaned Consideration shall be extinguished and be of no further effect); and

(iii) all such Loaned Consideration shall be held in the bank account notified by GVC pursuant to clause 6.1(c) or 6.2(c) above.

(c) Each of WH Bidco and GVC agrees and undertakes that upon the provision of the Loaned Consideration (or any part thereof) they shall enter into and execute the trust deed in the agreed form (the "Trust Deed") and that such Trust Deed shall govern the provision of any such Loaned Consideration.

6.4 Settlement of consideration

(a) If the Offer has been implemented by way of the Scheme and accordingly WH Bidco has lent to GVC the Scheme Loan and (if applicable), an amount equal to the Cash Shortfall under the Top Up Facility, within 14 days of the Effective Date, GVCundertakes to procure the settlement of the Sportingbet Shareholder Cash Consideration in accordance with the Scheme Document.

(b) If the Offer has been implemented by way of the Takeover Offer and accordingly WH Bidco has lent to GVC the Takeover Offer Loan and (if applicable), an amount equal to the Cash Shortfall under the Top Up Facility, within 14 days of the Unconditional Date, GVC undertakes to procure the settlement of the Sportingbet


37LONDON\AAV\27007714.09

Shareholder Cash Consideration and the Bondholder Cash Consideration in accordance with the Takeover Offer Document.

6.5 Assignment of the loan

Immediately following the grant of the Scheme Loan or the Takeover Offer Loan (as applicable) pursuant to clause 6.1 (The Scheme Loan) or clause 6.2 (The Takeover Offer Loan) (respectively) above, WH Bidco, GVC and Sportingbet agree that:

(a) WH Bidco shall assign the benefit of the indebtedness created by the Scheme Loan or the Takeover Offer Loan (as applicable) to Sportingbet;

(b) Sportingbet shall accept the assignment of:

(i) if the Offer is implemented pursuant to the Scheme, the benefit of the indebtedness of the Scheme Loan in part discharge of the consideration owing to it pursuant to the Transfer (which together with the set off of the loan in clause 7.1 (Bondholder Cash Consideration in the context of the Scheme) on the terms contained in such clause 7.1, in full and final settlement of the consideration owing to Sportingbet pursuant to the Transfer); or

(ii) if the Offer is implemented pursuant to the Offer, the benefit of the Takeover Offer Loan in full and final settlement of the consideration owing to it pursuant to the Transfer;

(c) the amount due to Sportingbet from GVC, as a result of the assignment from WH Bidco to Sportingbet pursuant to clause 6.4(b) (the "GVC-Sportingbet Intra-group Loan") shall be left outstanding on the terms of the Scheme Loan or Takeover Offer Loan (as applicable),

provided that none of the provisions of this clause 6.5 shall affect GVC's obligation to pay either:

(i) the Sportingbet Shareholder Cash Consideration in accordance with the terms of the Scheme Document; or

(ii) the Sportingbet Shareholder Cash Consideration and the Bondholder Cash Consideration in accordance with the terms of the Takeover Offer Document.

6.6 Distribution

(a) As soon as reasonably practicable following the assignment pursuant to clause 6.5(Assignment of the loan) above and the preparation of relevant accounts in accordance with section 836 of the Companies Act, the then directors of Sportingbet (subject to their fiduciary and statutory duties) shall, in order to repay as large a proportion of the GVC-Sportingbet Intra-group Loan as reasonably practicable, declare a dividend (the "GVC-Sportingbet Distribution") of an aslarge an amount as the directors consider appropriate, which shall be set off against the balance of the GVC-Sportingbet Intra-group Loan and which for the avoidance of doubt shall not exceed the amount of the GVC-Sportingbet Intra-group Loan.

(b) The balance, if any, of the GVC-Sportingbet Intra-group Loan following payment ofthe GVC-Sportingbet Distribution shall remain outstanding between Sportingbetand GVC on the terms of the Scheme Loan or Takeover Offer Loan (as appropriate).


38LONDON\AAV\27007714.09

7. BONDHOLDER CASH CONSIDERATION

7.1 Bondholder Cash Consideration in the context of the Scheme

(a) Subject to sub-clause (b) below, if the Offer has been implemented by way of the Scheme (only), within 14 days of the Effective Date, WH Bidco undertakes to loan to Sportingbet funds equal to the Bondholder Cash Consideration. If this loan is made, Sportingbet and WH Bidco agree that WH Bidco, as agent for and at the direction of Sportingbet, will pay the Bondholder Cash Consideration to the Bondholders in accordance with the Scheme and in settlement of the Bonds. Sportingbet and WH Bidco further agree that if this loan is made by WH Bidco, it shall be repaid by Sportingbet by being set off against an equal amount of the consideration owing to Sportingbet from WH Bidco as a result of the Transfer, so that to the extent of the set off each is discharged in full.

(b) If, after the date of this deed, any Bondholder exercises his right to convert his Bonds into Sportingbet Shares, the Bondholder Cash Consideration shall be reduced by such amount equal to the amount of consideration which would have been payable in respect of such Bonds pursuant to the Scheme had such Bonds not been so converted.

7.2 Bondholder Cash Consideration in the context of the Takeover Offer

If the Offer is implemented by means of the Takeover Offer, within 14 days of the Effective Date WH Bidco will agree to loan to GVC the funds necessary for GVC to pay the Bondholder Cash Consideration to Bondholders in satisfaction of the obligation of Sportingbet to repay the same amount due to the Bondholders pursuant to the terms of the Bonds in accordance with the Takeover Offer.

8. SEPARATION AMOUNT

(a) WH Bidco shall make payment of that part of the Scheme Loan equal to the Separation Amount (in one or multiple tranches) no later than one Business Day following the Effective Date or the Unconditional Date (as applicable) by telegraphic transfer for same day value to an account notified in writing by GVC.

(b) GVC acknowledges and agrees that:

(i) the Separation Amount shall be applied to the Separation Costs only; and

(ii) William Hill shall have no liability to GVC or any third party for any failure or delay by GVC to settle any of the Separation Costs.

(c) None of WH Bidco or its Affiliates shall be obliged to increase the value of the Separation Amount (or, accordingly, the Scheme Loan or Takeover Offer Loan (as applicable)) or make any further contribution or loan to GVC for the purpose of any additional separation costs or otherwise.

(d) GVC agrees, no later than 60 days following the Effective Date to repay to WH Bidco in cash an amount equal to the Option Return Amount.

9. TOP UP FACILITY

9.1 The facility

Subject to the provisions of this clause 9, WH Bidco shall make available to GVC a credit facility (the "Top Up Facility") of up to an aggregate principal amount of £20 million, which shall comprise the following tranches:


39LONDON\AAV\27007714.09

(a) an amount to fund working capital, of an amount up to £12 million (the "Working Capital Tranche");

(b) an amount to fund any deficit arising in the Sportingbet Australia Target Group and the Retained Business, of an amount up to £5 million (the "Deficit Tranche"),

which amounts shall be adjusted as set out in clause 9.3 (Adjustments); and

(c) an amount in pounds sterling equal to

3 / 3.094229 x N

where "N" equals the number of New GVC Shares (subject to a maximum always of 3,094,229) which eligible Scheme Shareholders have elected not to receive under the Mix and Match Facility at the Election Return Time (the "Cash Shortfall Tranche").

9.2 Availability

(a) If the Cash Shortfall exists:

(i) the Cash Shortfall Tranche shall be made available to GVC from the Effective Date to the date falling 14 days after the Effective Date;

(ii) the Working Capital Tranche in its entirety shall be made available to GVC from the Effective Date to 31 December 2014, it being noted that a proportion of this tranche will be used to satisfy the Cash Shortfall as set out in clause 9.12 (Cash Shortfall); and

(iii) the Deficit Tranche shall be made available once the SAB Actual Cash Amount and the Retained Business Actual Cash Amount are agreed or determined pursuant to clause 10 (Cash Adjustment) to 31 December 2014, provided that all or some of the Deficit Tranche may be made availableearlier, if requested by GVC, at the sole discretion of WHO.

(b) If there is no Cash Shortfall:

(i) the Working Capital Tranche in its entirety shall be made available to GVC from the Effective Date to 31 December 2014; and

(ii) the Deficit Tranche shall be made available once the SAB Actual Cash Amount and the Retained Business Actual Cash Amount are agreed or determined pursuant to clause 10 (Cash Adjustment) to 31 Decemeber 2014, provided that all or some of the Deficit Tranche may be made available earlier, if requested by GVC, at the sole discretion of WHO.

(c) Each period referred to in sub-clauses (a) and (b) above, being a "Top Up Facility Availability Period".

9.3 Adjustments

The actual amount that WH Bidco shall make available for drawdown by GVC under the Top Up Facility ("Facility Amount") shall be the aggregate principal amount of the Top Up Facility adjusted on the occurrence of the following events (if any):

(a) following calculation of the GVC Opening Cash Position, the Working Capital Tranche may be reduced in accordance with clause 9.11(d) (GVC Cash Adjustment) of this schedule 2 (Transfer arrangements); and/or


40LONDON\AAV\27007714.09

(b) following calculation of both the Retained Business Actual Cash Amount and the SAB Actual Cash Amount, the Deficit Tranche and the Working Capital Tranche may be reduced in accordance with clause 10.6 (Adjustment) of this schedule 2(Transfer arrangements).

9.4 Drawdown

(a) During the relevant Top Up Facility Availability Period, any of the Facility Amountsmay be drawn down by GVC giving WH Bidco notice in writing (each, a "DrawDown Notice") specifying:

(i) the date of drawdown (being not less than five Business Days from the date of the Draw Down Notice);

(ii) the amount to be borrowed; and

(iii) details of the bank account to which the drawing shall be transferred.

(b) Upon serving a Draw Down Notice, GVC will provide WH Bidco with reasonable details to enable WH Bidco to understand the use to which the drawn down funds will be put.

9.5 Repayment

(a) The aggregate amount drawn down by GVC under the Top Up Facility shall be repaid in three instalments (each, an "Instalment").

(b) GVC shall repay:

(i) the first Instalment, being 33 per cent. of the total amount drawn down under the Top Up Facility by no later than 31 December 2014;

(ii) the second Instalment, being 33 per cent. of the total amount drawn down under the Top Up Facility by no later than 31 December 2015; and

(iii) by no later than 30 June 2016, the balance of the Top Up Facility outstanding.

(c) Until any amount drawn down under the Cash Shortfall Tranche (together with any accrued Interest (as defined in clause 9.6 below)) has been repaid in full, GVC shall pay to WH Bidco any proceeds of any Equity Raise received by GVC in satisfaction of any outstanding principal amount of the Cash Shortfall Tranche (together with any accrued Interest).

(d) Any amounts repaid under the Top Up Facility may not be redrawn.

9.6 Interest

Interest will accrue from day to day at the rate of 5.5 per cent. per annum compounded and rolled up (the "Interest") if an Instalment of the Top Up Facility is not repaid on or before the relevant due date under clause 9.5(b) (Repayment) of this schedule 2(Transfer arrangements).

9.7 Termination

(a) Save where any of the Top Up Facility is required to satisfy any Cash Shortfall, WH Bidco may demand immediate repayment of all borrowings made under the Top Up Facility together with any Interest and other payments due under this clause 9 if:


41LONDON\AAV\27007714.09

(i) GVC does not pay within 60 Business Days of the due date any amount payable by it under this clause 9;

(ii) GVC undergoes or effects a Change of Control;

(iii) there is any breach by GVC of clause 9.13 (Dividend control);

(iv) there is any breach by GVC of clause 9.14 (GVC Share buy-back control);

(v) any member of the GVC Group incurs any Financial Indebtedness;

(vi) GVC or any member of the GVC Group fails to comply with any material provision of this deed which is not, if capable of remedy, remedied within 30 Business Days; or

(vii) any order is made or resolution passed for the winding-up of GVC or a receiver or similar officer is appointed in respect of any of GVC's material assets (being equal to 10 per cent. or more of the GVC Group's net assets).

(b) For the purposes of this clause 9.7, "Change of Control" shall mean:

(i) the gaining of control by persons or a group of persons acting in concert who, at the date of this deed do not have control of GVC (where "control" means (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (1) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of GVC, (2) appoint or remove all, or a majority, of the directors or other equivalent officers of GVC, or (3) give directions with respect to the operating and financial policies of GVC which the directors or other equivalent officers of GVC are obliged to comply with; or (ii) the holding of more than one-half of the issued share capital of GVC);

(ii) a delisting of GVC Shares from AIM; or

(iii) a disposal by GVC of a material part of its assets or undertaking (otherwise than in accordance with the provisions of this deed or where the GVC Group retains all or a majority of the economic benefit of such assets or undertakings).

9.8 Prepayment

GVC may, upon giving WH Bidco not less than five Business Days' notice in writing, prepay any amount outstanding under the Top Up Facility together with accrued Interest(if any).

9.9 Cancellation

Subject to the provisions of clause 9.7 (Termination) above, WH Bidco shall not be entitled to cancel the whole or any part of the undrawn amount of the Top Up Facility until the expiry of the relevant Top Up Facility Availability Period.

9.10 Withholding tax

(a) All sums payable by GVC to WH Bidco in respect of the Top Up Facility shall be paid without any withholding or deduction unless required by law.

(b) If a tax deduction is required by law to be made by GVC under sub-clause 9.10(a)above, the amount of the payment due from GVC shall be increased to an amount


42LONDON\AAV\27007714.09

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.

9.11 GVC cash adjustment

(a) On the date of this deed, GVC will deliver to WH Bidco a statement showing the GVC Opening Cash Position (the "GVC Statement").

(b) The costs of preparing the GVC Statement shall be borne by GVC.

(c) The GVC Statement shall be submitted with reasonable background records to enable WH Bidco and its advisers to assess the accuracy of the GVC Statement,including a draft balance sheet, profit and loss account and appropriate cash statements and supporting notes.

(d) If the GVC Opening Cash Position exceeds the GVC Forecasted Cash Amount, then the Working Capital Tranche shall be reduced by an amount equivalent to such excess, provided that such a reduction will not reduce the Working Capital Tranche beneath the level required to satisfy any Cash Shortfall.

(e) The GVC Statement will be supported by a comfort letter from a firm of internationally recognised chartered accountants verifying that the GVC Statement has been prepared on a basis consistent with the policies and procedures to be used in the preparation of the GVC Opening Cash Position and actually used in the preparation of the GVC Forecasted Cash Amount.

9.12 Cash Shortfall

(a) WH Bidco and GVC each acknowledge and agree that, as set out in the Rule 2.7 Announcement, an additional amount of up to £7,225,024 will be made available by GVC to satisfy elections made by Scheme Shareholders under the Mix and Match Facility only and to the extent that eligible Scheme Shareholders elect for cash consideration and such elections cannot be satisfied pursuant to the irrevocable undertakings described in the Rule 2.7 Announcement to make elections under the Mix and Match Facility and the Underpinning Arrangements.

(b) If a Cash Shortfall exists, GVC shall draw down first from the Cash Shortfall Tranche and, to the extent necessary, the Working Capital Tranche of the Top Up Facility, an amount equal to the Cash Shortfall and shall hold such drawn down amount subject to the provisions of clause 6.3 (Trust arrangements) of schedule 2(Transfer arrangements), pending its payment to Scheme Shareholders.

(c) The "Cash Shortfall" shall be an amount in pounds sterling equal to

7,225,024 / 3,094,229 x N

where "N" equals the number of New GVC Shares (subject to a maximum always of 3,094,229) which eligible Scheme Shareholders have elected not to receive under the Mix and Match Facility at the Election Return Time

9.13 Dividend control

If, during the period that any Top Up Facility remains to be repaid, GVC pays any dividend in excess of the amounts set out in clauses 9.13(a) to 9.13(c) of this schedule 2 (Transfer arrangements) (inclusive) below, an amount equivalent to such excess shall become immediately payable by GVC to WH Bidco in respect of any outstanding sums drawn down under the Top Up Facility and shall be applied first in full or partial settlement of any outstanding Cash Shortfall Tranche and thereafter in full or partial settlement of any outstanding Working Capital Tranche or Deficit Tranche:


43LONDON\AAV\27007714.09

(a) €15.0 million in 2013, expected to be €2.2 million in February 2013 and €12.8 million in November 2013;

(b) €31 million in 2014, expected to be €15.5 million in May 2014 and €15.5 million in November 2014; and

(c) €31 million in 2015, expected to be €15.5 million in May 2015 and €15.5 million in November 2015.

9.14 GVC Share buy-back control

If, during the period that any Top Up Facility remains to be repaid, GVC buys-back any GVC Shares, an amount equal to the aggregate value of such GVC Share buy-back shall become immediately payable by GVC to WH Bidco in respect of any outstanding sums drawn down under the Top Up Facility.

9.15 Guernsey Properties

Notwithstanding any other provision of this deed, if any of the Properties or their respective holding companies are sold prior to the Effective Date, any proceeds realised from such sale and received by a member of the Sportingbet Group and/or the GVC Group shall be paid to WH Bidco by the recipient on the earlier of the date falling (i) ten Business Days after the Effective Date and (ii) the date falling ten Business Days after the date on which any such proceeds are received (in each case, less any costs of sale).

10. CASH ADJUSTMENT

10.1 SAB Draft Cash Statement

(a) Within 10 Business Days of the Effective Date, WH Bidco shall procure that a statement setting out the draft cash amount for the Sportingbet Australian Business (the "SAB Draft Cash Amount") is prepared in accordance with the accounting principles set out in schedule 5 (the "SAB Draft Cash Statement") and submitted to GVC.

(b) The costs of preparing the SAB Draft Cash Statement shall be borne by WH Bidco.

(c) The SAB Draft Cash Statement shall be submitted with reasonable background records to enable GVC and its advisers to assess the accuracy of the SAB DraftCash Statement, including a draft balance sheet, profit and loss account and appropriate cash statements and supporting notes.

10.2 Retained Business Draft Cash Statement

(a) Within 10 Business Days of the Effective Date, GVC shall procure that a statement setting out the draft cash amount for the Retained Business (the "Retained Business Draft Cash Amount") is prepared in accordance with the accounting principles set out in schedule 5 (the "Retained Business Draft Cash Statement") and submitted to WH Bidco.

(b) The costs of preparing the Retained Business Draft Cash Statement shall be borne by GVC.

(c) The Retained Business Draft Cash Statement shall be submitted with reasonable background records to enable WH Bidco and its advisers to assess the accuracy of the Retained Business Draft Cash Statement, including a draft balance sheet, profit and loss account and appropriate cash statements and supporting notes.


44LONDON\AAV\27007714.09

10.3 Review of the SAB Draft Cash Statement

(a) GVC shall notify WH Bidco in writing within five Business Days of receipt of the SAB Draft Cash Statement whether or not it accepts the SAB Draft Cash Amount set out therein.

(b) If GVC notifies WH Bidco that it does not accept the SAB Draft Cash Amount within five Business Days of receipt of the SAB Draft Cash Statement:

(i) it shall set out in such notice in writing its reasons, in reasonable detail, for such non-acceptance and specify the adjustments which, in its opinion, should be made to the SAB Draft Cash Statement in order to comply with the requirements of this deed; and

(ii) the parties shall use all reasonable endeavours to:

(A) meet and discuss the objections of GVC; and

(B) try to reach agreement upon the adjustments (if any) required to be made to the SAB Draft Cash Statement,

in each case, within five Business Days (or such other time as WH Bidco and GVCmay agree in writing) of GVC's notice of non-acceptance pursuant to clause 10.3(a)above.

(c) If GVC accepts the SAB Draft Cash Amount (either as originally submitted or after adjustments agreed between WH Bidco and GVC), then the draft SAB Draft Cash Statement (incorporating any agreed adjustments) shall constitute the "SAB Cash Statement" showing the "SAB Actual Cash Amount" and shall be final and binding on WH Bidco and GVC. If GVC does not notify WH Bidco of non-acceptance of the SAB Draft Cash Amount in accordance with this clause 10.3, it shall be deemed to have accepted the SAB Draft Cash Statement as the SAB Cash Statement.

10.4 Review of the Retained Business Draft Cash Statement

(a) WH Bidco shall notify GVC in writing within five Business Days of receipt of the Retained Business Draft Cash Statement whether or not it accepts the Retained Business Draft Cash Amount set out therein.

(b) If WH Bidco notifies GVC that it does not accept the Retained Business Draft Cash Amount within five Business Days of receipt of the Retained Business Draft Cash Statement:

(i) it shall set out in such notice in writing its reasons, in reasonable detail, for such non-acceptance and specify the adjustments which, in its opinion, should be made to the Retained Business Draft Cash Statement in order to comply with the requirements of this deed; and

(ii) the parties shall use all reasonable endeavours to:

(A) meet and discuss the objections of WH Bidco; and

(B) try to reach agreement upon the adjustments (if any) required to be made to the Retained Business Draft Cash Statement,

in each case, within five Business Days (or such other time as WH Bidco and GVCmay agree in writing) of WH Bidco's notice of non-acceptance pursuant to clause 10.3(a) above.


45LONDON\AAV\27007714.09

(c) If WH Bidco is satisfied with the Retained Business Draft Cash Statement (either as originally submitted or after adjustments agreed between WH Bidco and GVC), then the Retained Business Draft Cash Statement (incorporating any agreed adjustments) shall constitute the "Retained Business Cash Statement" showing the "Retained Business Actual Cash Amount" and shall be final and binding on WH Bidco and GVC. If WH Bidco does not notify GVC of non-acceptance of the Retained Business Draft Cash Statement in accordance with this clause 10.4, it shall be deemed to have accepted the Retained Business Draft Cash Statement as the Retained Business Cash Statement.

10.5 Determination of the cash statements

(a) If WH Bidco and GVC are unable to reach agreement within the five Business Day period referred to in clauses 10.3(b) and 10.4(b) above (or such other time as the parties may agree in writing), the matter(s) in dispute (and only those) shall be referred on the application of either WH Bidco or GVC for determination by an independent firm of internationally recognised chartered accountants (the"Independent Accountant") to be appointed (in default of nomination by agreement between WH Bidco and GVC) by the President for the time being of the Institute of Chartered Accountants in England and Wales or his duly appointed deputy.

(b) WH Bidco and/or GVC shall instruct the Independent Accountant to state, within10 Business Days (or such longer period of time as the Independent Accountant requires) from instruction, what adjustments (if any) are required to be made to the SAB Draft Cash Statement or the Retained Business Draft Cash Statement (as applicable). The Independent Accountant shall, giving his reasons for any such adjustment(s), determine the SAB Actual Cash Amount and/or the Retained Business Actual Cash Amount (as relevant).

(c) The Independent Accountant shall act as an expert and not as an arbitrator, the Arbitration Act 1996 shall not apply and his decision shall (in the absence of manifest error) be final and binding on WH Bidco and GVC for all the purposes of this clause 10.

(d) Each of WH Bidco and GVC shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the Independent Accountant shall be apportioned between WH Bidcoand GVC as the Independent Accountant shall in his discretion determine or, in the absence of any such determination, equally between WH Bidco and GVC.

10.6 Adjustment

(a) If the Adjusted GVC Cash Amount exceeds 0:

(i) the Deficit Tranche shall be reduced to nil; and

(ii) the Working Capital Tranche shall be reduced by an amount equal to the value of such excess, up to a maximum of £5,000,000.

(b) If the Adjusted GVC Cash Amount is equal to 0, the Deficit Tranche shall be reduced to nil.

(c) If the Adjusted GVC Cash Amount is less than 0 but greater than £-5,000,000 (where £-4,000,000 is greater than £-5,000,000), the Deficit Tranche shall be reduced by an amount, X, where:

X = £5,000,000 + A; and


46LONDON\AAV\27007714.09

A = the Adjusted GVC Cash Amount (being a negative number).

(d) If the Adjusted GVC Cash Amount is less than £-5,000,000 (where, £-4,000,000 is greater than £-5,000,000 and £-6,000,000 is less than £-5,000,000), there shall be no adjustment to the Deficit Tranche.

(e) Within three Business Days of agreement or determination of the SAB Actual Cash Amount and the Retained Business Actual Cash Amount in accordance with this clause 10, if the SAB Actual Cash Amount:

(i) exceeds 0, WH Bidco shall pay an amount equivalent to such excess to Sportingbet; or

(ii) is less than or equal to 0, GVC shall procure that Sportingbet shall pay an amount equivalent to such shortfall to WH Bidco,

and any such payment shall be deemed paid as an adjustment to the consideration for the sale of the Regulated Assets payable under clause 4.1 above.

(f) For the purpose of this clause 10, "Adjusted GVC Cash Amount" means, following agreement or determination of both the SAB Actual Cash Amount and the Retained Business Actual Cash Amount in accordance with this clause 10, the aggregate of the SAB Actual Cash Amount and the Retained Business Actual Cash Amount.

10.7 Dividend block

If, following the calculations set out above, GVC has drawn down in advance under the Working Capital Tranche an amount it would not otherwise have been entitled to receive, GVC shall procure that it will not declare any dividends to its shareholders until such amount has been repaid in full WH Bidco.

11. GOOD FAITH AND WRONG POCKETS

11.1 Overriding objective

It is the intention of the Parties that the full legal and beneficial title to the Regulated Assets and associated liabilities, including for the avoidance of doubt the entire Sportingbet Australian Business, shall vest in WH Bidco or its nominee(s) at the Transfer Completion Time (save as envisaged by operation of schedule 4 (The Call Option)) and that the entire issued and to be issued share capital of Sportingbet and the RetainedBusinesses and associated liabilities should vest in the GVC Group from the Effective Time. William Hill and GVC agree to work together in good faith to achieve this overriding objective, notwithstanding that it is acknowledged that the assets and liabilities of the Sportingbet Group as at the Effective Time and Migration Completion may differ from that which is anticipated as at the date of this deed. With this in mind, the parties agree to provide each other with such information and assistance as may be required by either party acting reasonably.

11.2 Wrong pockets

(a) Upon any of the Parties notifying the other Parties of a specific identified asset or liability to which it reasonably believes that this clause 0 might apply, the notified Party or Parties shall use their reasonable endeavours to locate such asset or liability with a view to allowing the Parties to determine (acting reasonably and in good faith) whether or not this clause 0 applies to such asset or liability.

(b) If after the Transfer Completion Time it is found that any right, title or interest in any Regulated Asset or any liability relating to the Regulated Business (other than


47LONDON\AAV\27007714.09

any Excluded Liability) is held by the GVC Group by reason of a failure to transfer such asset or liability by means of the Transfer, then:

(i) William Hill or GVC shall notify the other in writing as soon as practicable after such matters come to its knowledge;

(ii) as soon as reasonably practicable following notification, GVC shall procure that the relevant member of the GVC Group shall transfer to such member of the WH Group as notified to GVC (the "Regulated Transferee") for no additional consideration or adjustment to the consideration the relevant Regulated Asset, interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f));

(iii) GVC shall procure that the relevant transferor shall do all such further acts and things and shall execute such documents in a form reasonably satisfactory to William Hill as may be necessary to validly effect the transfer and vest the relevant Regulated Asset, interest in such asset or liability in the Regulated Transferee; and

(iv) GVC shall procure that the relevant transferor shall hold the relevant Regulated Asset or interest in such asset on trust for the Regulated Transferee until such time as the transfer is validly effected to vest the Regulated Asset or interest in such asset in the Regulated Transferee.

(c) If after the Transfer Completion Time it is found that any right, title or interest in any Retained Assets or any liability relating to the Retained Business (other than an Excluded Liability) is held by the WH Group, then:

(i) William Hill or GVC shall notify the other in writing as soon as practicable after such matters come to its knowledge;

(ii) as soon as reasonably practicable following notification, WHO shall procure that the relevant member of the WH Group shall transfer to such member of the GVC Group as notified to William Hill (the "Retained Transferee") for no additional consideration or adjustment to the consideration the relevant Retained Asset, interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f));

(iii) WHO shall procure that the relevant transferor shall do all such further acts and things and shall execute such documents in a form reasonably satisfactory to GVC as may be necessary to validly effect the transfer and vest the relevant Retained Asset, interest in such asset or liability in the Retained Transferee; and

(iv) WHO shall procure that the relevant transferor shall hold the relevant Retained Asset or interest in such asset on trust for the Retained Transferee until such time as the transfer is validly effected to vest the Retained Asset or interest in such asset in the Retained Transferee.

(d) No Excluded Liability shall be transferred pursuant to this clause 11.


48LONDON\AAV\27007714.09

(e) GVC shall indemnify WHO against all actions, proceedings and Losses in excess of £10 million which WHO or the WHO Group suffer or incur which arise from or relate to the liabilities transferred pursuant to clause 11.2(b).

(f) WHO shall indemnify GVC against all actions, proceedings and Losses in excess of £10 million which GVC or the GVC Group suffer or incur which arise from or relate to the liabilities transferred pursuant to clause 11.2(c).

(g) Each of William Hill and GVC agree that, to the extent reasonably practicable, any liabilities transferred pursuant to this clause 11 shall be transferred so that the Regulated Transferee or the Retained Transferee (as applicable) shall be entitled to the benefit of the same rights, powers, remedies, claims and defences (including rights of set-off and counterclaim) as the transferring party enjoyed.

(h) For the purpose of this clause 11.2:

(i) "Excluded Liability" means:

(A) any Litigation Liability;

(B) any liability in respect of Tax;

(C) any customer or other liability to the extent that it is reflected or provided for in the adjustment mechanism contained in clause 10 (Adjustment);

(ii) "Litigation Liability" means any Loss which a member of the WH Group or GVC Group (as applicable) suffers, to the extent that it arises from any Litigation; and

(iii) "Litigation" means (i) any litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the WH Group or GVC Group (as applicable) is or may become a party (whether as a claimant, defendant or otherwise) and; (ii) any enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the WH Group or GVC Group (as applicable), in each case, implemented, instituted, announced or threatened in writing by or against or remaining outstanding against or in respect of any member of the WH Group or GVC Group (as applicable).

12. INTELLECTUAL PROPERTY

12.1 Assignment of the IP assets

(a) At Transfer Completion Time, Sportingbet shall:

(i) procure the assignment in the agreed form to the relevant member of the WH Group by the relevant member or members of the Sportingbet Group of, all legal and beneficial title in and to:

(A) the Sportingbet Australian IP Assets;

(B) the Sportingbet Spanish IP Assets; and

(C) the Miapuesta IP Assets (to the extent that (i) the Sportingbet Group is not restricted from transferring them by contractual obligations to Canal+ or and (ii) they are not contained in the Sportingbet Spanish IP Assets),


49LONDON\AAV\27007714.09

in each case with full title guarantee and together with the goodwill relating thereto.

(ii) procure the assignment or novation to the relevant member of the WH Group by the relevant member or members of the Sportingbet Group of all licences granted to any member of the Sportingbet Group to use Intellectual Property owned by third parties and exclusively used or relied upon by the Sportingbet Australian Business save to the extent that such assignment or novation is prevented pursuant to the terms of the relevant licence or operation of applicable law. If any third party consents are required for such purpose, GVC shall use all reasonable endeavours to obtain such consent without charge. To the extent that any Intellectual Property is used or relied upon by both the Sportingbet Australian Business and the Retained Business, GVC shall use all reasonable endeavours to procure a licence of such Intellectual Property to the relevant member of the WH Group, at no cost to William Hill other than that charged by the licensor which may be recharged to William Hill; and

(iii) use all reasonable endeavours to procure the transfer to the relevant member (or nominee) of the WH Group of any domain names used solely by either the Sportingbet Spanish Business or the Sportingbet Australian Business, or otherwise used the Sportingbet Group and relating to the "MIAPUESTA" brand, and which are registered in the names of third parties.

(b) At the Transfer Completion Time, Sportingbet shall grant to the relevant member of the WH Group, or procure the grant to the relevant member of the WH Group by the relevant member(s) of the Sportingbet Group of, a perpetual, royalty-free,irrevocable licence to use in the Sportingbet Australian Business in Australia (as carried out by the WH Group) any Intellectual Property used, exploited or relied upon by the Sportingbet Australian Business and owned by any member of the Sportingbet Group immediately following the Transfer Completion Time, together with the right to sublicense and assign its rights under such licence.

(c) Notwithstanding the generality of clause 12.1(a) above, after the Effective Time,GVC shall at the request and reasonable expense of William Hill do and execute or procure that there shall be done and executed (so far as it is able to do or procure the same) all such documents, deeds, matters, acts and things as the relevant member of the WH Group may at any time reasonably require properly to vest the Sportingbet Australian IP Assets and the Sportingbet Spanish IP Assets with the relevant member of the WH Group or otherwise to perfect that member's title thereto.

12.2 Trade mark licences

With effect from the Transfer Completion Time:

(a) William Hill shall grant, or shall procure the grant of:

(i) a non-exclusive licence, in the agreed form, to the relevant member of the Sportingbet Group, to use the Sportingbet Spanish IP Assets acquired by the WH Group pursuant to the Transfer, for the purposes of promoting and operating the Sportingbet Spanish Business; and

(ii) a licence, in the agreed form, to the relevant member of the SportingbetGroup, to use the Miapuesta IP Assets acquired by the WH Group pursuant to the Transfer to the extent they relate to Chile for the purposes of


50LONDON\AAV\27007714.09

promoting and operating an on-line betting and gaming business in Chile; and

(b) Sportingbet shall grant, or procure the grant of, a licence, in the agreed form, to the relevant member of the WH Group, to use the Paradise Poker IP Assets in Spain.

12.3 Co-existence Agreement

With effect from the Transfer Completion Time, William Hill and GVC shall enter into, or procure the entry into by the relevant members of the WH Group or GVC Group (as applicable), the Co-existence Agreement.

13. CONTINUING OBLIGATIONS

13.1 Regulated Business Records

(a) As soon as practicable following the Effective Time, GVC will deliver the Regulated Business Records to William Hill in accordance with clause 5.2 (Transfer completion deliverables). Any Regulated Business Records which are not delivered to William Hill shall be made available to William Hill and GVC shall allow William Hill's Representatives to take copies of those records.

(b) From the Effective Time until the day falling 7 years from the Effective Date, William Hill shall maintain and preserve, and allow GVC and its Representatives to inspect (and at GVC's expense to take copies of) the Regulated Business Records (so far as these contain information which contain information which GVC requires access to in accordance with law) at reasonable times on reasonable notice.

13.2 Retained Records

(a) From the Effective Time until 5.00 p.m. on the day falling 7 years from the Effective Date, GVC shall procure that the Retained Records are maintained and preserved, and shall allow William Hill and its Representatives to inspect (and at William Hill's expense to take copies of) the Retained Records to the extent that they relate to the Regulated Businesses and the Properties at reasonable times on reasonable notice.

(b) If at any time GVC desires to cease to maintain and preserve the Retained Records, it shall notify William Hill in writing and afford William Hill a reasonable opportunity to take over such Retained Records and either to maintain and preserve them for William Hill's own use or (at the option of WH Bidco) to destroy them.

13.3 Financial information

(a) Subject to all applicable laws, and to the extent not already provided under this deed, from the Effective Time, each Party shall provide to the other Parties on a timely basis all such information within its possession and control as is reasonably required by such other Party for the purposes of the statutory and other financial reporting requirements and for the purposes of complying with the requirements of any taxation authority or necessary for any tax filing or computation of that Party and/or its Affiliates.

(b) Any information a Party receives pursuant to clause 13.3(a) above shall be used solely for the purposes of complying with statutory, regulatory and other financial reporting requirements or for complying with the requirements of any taxation authority.


51LONDON\AAV\27007714.09

13.4 Notices and correspondence

(a) On receiving, on or after the Effective Time, any notices, correspondence or information, relating to the Regulated Businesses or the Properties, GVC will as soon as reasonably practicable pass them to William Hill.

(b) On receiving, on or after the Effective Time, any notices, correspondence or information, relating to the Retained Businesses, William Hill will as soon as reasonably practicable pass them to GVC.

13.5 The Properties

(a) William Hill acknowledges that the Properties are subject to occupation by employees of Sportingbet Group and certain other tenants as at the date of this deed and agrees that each such employee or non-employee tenant in occupation as at the date of this deed remains entitled to occupy the relevant Property until such time as:

(i) for any non-employee tenant:

(A) such non-employee tenant vacates the relevant Property voluntarily; or

(B) the relevant lease under which such non-employee tenant is in occupation of the Property is terminated in accordance with clause 13.5(e) below; and

(ii) for any employee tenant, such employee:

(A) vacates the relevant Property voluntarily; or

(B) loses his right to remain in Guernsey as a result of the termination of his employment; or

(C) the lease (granted pursuant to the provisions of sub-clause (b) below) expires or is otherwise terminated.

(b) William Hill and GVC will use all reasonable endeavours to agree a new lease of each Property entitling each employee to remain in occupation of the relevant Property following the Effective Date such lease to be granted on terms to be agreed between William Hill and GVC (acting reasonably).

(c) GVC acknowledges that William Hill may wish to sell some or all of the Properties following the Effective Time and undertakes to co-operate with William Hill and to provide all reasonable assistance to William Hill with regards to the disposal of the Properties but not so as to oblige GVC to procure vacant possession of the Properties which will be sold where the relevant Property remains subject to occupation either pursuant to clause 13.5(a) or pursuant to any new lease granted pursuant to clause 13.5(b).

(d) As soon as reasonably practicable following the Effective Date, William Hill and GVCshall, in good faith, use all reasonable endeavours to agree a migration plan (the "Guernsey Migration Plan") for the exit by the Sportingbet Group from its operations in Guernsey and the assistance to be provided by the GVC Group in relation to the proposed disposal by the WH Group of the Properties.

(e) GVC and William Hill shall each use their respective reasonable endeavours to terminate the lease of any tenant that is not an employee of the Sportingbet Group.


52LONDON\AAV\27007714.09

13.6 Insurance

(a) William Hill and GVC acknowledge that certain insurances, including in respect of the Properties and the Sportingbet Australian Business, may lapse at the Effective Time. In the event that insurances do lapse, William Hill and GVC undertake to co-operate with each other and to provide all reasonable assistance with regards to putting in place appropriate replacement insurances at the cost of William Hill to the extent that it relates to the Regulated Businesses.

(b) GVC undertakes to maintain appropriate insurances, commensurate with cover provided prior to the Effective Time, in respect of the Sportingbet Spanish Business until Migration Completion.

13.7 Redirection of Spanish Users and Australian Users

(a) With effect from the Effective Time, GVC undertakes to use all reasonable endeavours to re-direct, or procure the re-direction of, any and all Australian Users that access, or seek to access, a website or other resource linked to any domain name:

(i) owned, or controlled, by any member of the Sportingbet Group immediately prior to the Transfer Completion Time; or

(ii) which is subsequently acquired by, or on behalf of, a member of the GVCGroup and contains or comprises any word or mark the same as or confusingly similar to the word SPORTINGBET or any of the other Sportingbet Australian Trade Marks,

in accordance with William Hill's reasonable written instructions given from time to time. This provision shall survive the expiry of termination of this deed and shall continue until the date all members of the WH Group (for so long as they continue to be members of the WH Group) have ceased to provide services or products under or by reference to the name SPORTINGBET in the Australian Territory.

(b) With effect from the Effective Time until the period ending 18 calendar months following the Migration Completion, GVC undertakes to use all reasonable endeavours to re-direct, or procure the re-direction of, any and all Spanish Users that access, or seek to access, a website or other resource linked to any domain name owned, or controlled, by any member of the GVC Group in accordance with William Hill's reasonable written instructions given from time to time.

13.8 The Sportingbet Data Feed

(a) With effect from the Effective Time and until the date falling six months after the Effective Date or such earlier date as William Hill notifies GVC or such later date as agreed by William Hill and GVC, GVC shall, for so long as such information is generated in connection with the operation of the Retained Business, procure that the relevant member of the GVC Group supplies the Sportingbet Data Feed to such member of the WH Group as notified to GVC.

(b) To the extent that the Sportingbet Data Feed is being generated for use within the GVC Group or its provision in the form required by William Hill involves a non-material amount of time and costs to be expended by the GVC Group and/or the Sportingbet Group, the Sportingbet Data Feed shall be provided to the WH Groupfor no charge.

(c) To the extent that the Sportingbet Data Feed cannot be provided as set out in sub-clause (b) above, as time and cost is required by the GVC Group or the SportingbetGroup in order to make it available, William Hill shall pay on a monthly basis the


53LONDON\AAV\27007714.09

properly incurred costs of its provision following receipt of a relevant invoice from GVC for this purpose.

13.9 Spanish regulatory approval

GVC and William Hill undertake to each other to work together to provide to the Spanish Regulator:

(a) appropriate information relating to the change of control of Sportingbet;

(b) appropriate updates to the documents filed with SYWS's original licence applications as a consequence of the Transaction; and

(c) any other information which may be required by the Spanish Regulator in connection with the Transaction.

13.10 Shared assets

If WH Bidco and GVC discover that an asset (including any Intellectual Property) is used by both the Retained Business and the Regulated Business, and either party wishes to benefit from asset, the parties will agree a suitable licence or other arrangement on terms agreed to by WH Bidco and GVC so that each of the Retained Business and/or the Regulated Business may benefit from the use of such asset.

14. CANAL+

14.1 Termination and renegotiation

On behalf of each member of the GVC Group, GVC agrees that, if requested by WH Bidcoat any time following the Effective Time, it shall:

(a) promptly take steps to terminate the Canal+ Heads of Terms or, if applicable, the Canal+ JV in accordance with their respective terms or in such other manner as is agreed between William Hill and GVC; or

(b) use all reasonable endeavours to renegotiate the Canal+ Heads of Terms or the Canal+ JV, in accordance with William Hill's reasonable instructions.

14.2 GVC's undertakings

(a) GVC agrees and undertakes to William Hill that it shall procure that no member of the GVC Group shall, following the Effective Time:

(i) enter into the Canal+ JV; or

(ii) amend any of the provisions of the Canal+ Heads of Terms or incorporate any amended term of the Canal+ Heads of Terms into the Canal+ JV.

(b) If William Hill determines that it wishes to pursue an arrangement with Canal+ (whether in accordance with the Canal+ Heads of Terms or otherwise) with respect to the Sportingbet Spanish Business or any Sportingbet Spanish Assets, William Hillreserves the right to do so and, if reasonably requested, GVC and/or Sportingbetwill use all reasonable endeavours to assist William Hill in concluding such arrangement.


54LONDON\AAV\27007714.09

15. VAT

All amounts expressed to be payable in or pursuant to this deed are exclusive of any applicable VAT, which shall be payable in addition against delivery of a valid invoice therefor.

Schedule 3: THE CALL OPTION

55LONDON\AAV\27007714.09

SCHEDULE 3

THE CALL OPTION

1. THE CALL OPTION

1.1 Grant

In consideration of the payment by WH Bidco of the relevant proportion of the consideration, as set out in clause 4 (Consideration) of schedule 2 (Transfer arrangements), on the Transfer Completion Time Sportingbet grants to WH Bidco:

(i) an option to require Sportingbet to transfer or procure the transfer to WH Bidco (or its nominee(s)) of the entire issued share capital of SYWS (the "SYWS Option"); and

(ii) an option to require Sportingbet to transfer or procure the transfer to WH Bidco (or its nominee(s)) of all or some only of the rest of the Call Option Assets on the terms of this schedule 3 (The Call Option) (together, the "Call Options").

1.2 The Call Option Assets

The Call Option Assets are:

(a) the SYWS Customer List;

(b) the SYWS Customer Balances;

(c) the entire issued share capital (but not part only) of SYWS; and

(d) the entire issued share capital (but not part only) of ATD.

1.3 SYWS

WH Bidco undertakes to exercise the SWYS Option in respect of the entire issued share capital of SYWS (and not the Call Options in clause 1.2(a) and (b) above), provided that:

(a) WH Bidco, acting reasonably, is satisfied that SYWS holds only assets and liabilities relating to the Sportingbet Spanish Business and no assets or liabilities relating to the Sportingbet Spanish Unregulated Business at the time the relevant Call Option Notice is submitted;

(b) WH Bidco is not prevented by the Spanish Regulator for any reason from exercising the Call Option in respect of the entire issued share capital of SYWS; and

(c) the SYWS Customer List and the SYWS Customer Balances are held in their entirety in SYWS.

2. CALL OPTION PERIOD

2.1 Exercise

(a) The Call Options may only be exercised on at least one month's notice (or such other time period as agreed by WH Bidco and GVC) by WH Bidco to GVC during the Call Option Period.


56LONDON\AAV\27007714.09

(b) At WH Bidco's sole discretion, the Call Options may be exercised on more than one occasion during the Call Option Period in respect of different Call Option Assets on each such exercise.

(c) The Call Option shall be exercised (whether in respect of all or some only of the Call Option Assets) by the submission by WH Bidco of a Call Option Notice, in which WH Bidco shall specify in respect of which of the Call Option Assets it is exercising the Call Options.

(d) Exercise of the Call Option (whether in respect of all or some only of the Call Option Assets) shall oblige Sportingbet to transfer or procure the transfer (to the extent that contractual obligations to Canal+ do not restrict such transfers) and as soon as reasonably practicable following expiry of the notice period, the relevant Call Option Assets specified in the Call Option Notice.

2.2 Lapse

Unless otherwise agreed by WH Bidco and GVC, if the Call Options are not fully exercised during the Call Option Period, those Call Options (or parts thereof) shall cease to be exercisable and shall lapse, without prejudice to William Hill's rights in respect of any of the Call Option Assets over which WH Bidco has previously exercised part of the Call Options.

2.3 Termination

At any time between the Effective Time and the expiry of the Call Option Period, WH Bidcomay, on giving written notice to GVC, terminate all or part of the Call Options without prejudice to William Hill's rights in respect of to any of the Call Option Assets over which it has previously exercised part of the Call Options.

3. COMPLETION

(a) Completion of the transfer of the relevant Call Option Assets shall take place at the relevant Call Option Completion Time at the London offices of WH's Solicitors (or such other place as the Parties shall agree).

(b) At the relevant Call Option Completion Time, GVC and/or WH Bidco (or its nominee) (as applicable) shall deliver to WH Bidco (or its nominee) or GVC (as applicable) the deliverables necessary to effect the transfer of the relevant Call Option Assets, as reasonably requested by the other party.

(c) If completion of the relevant transfer cannot take place at the specified Call Option Completion Time due to legal, regulatory or consent reasons, GVC and WH Bidco (each acting reasonably) shall agree a mutually convenient date for the completion, such date not to fall after the three month anniversary of submission of the relevant Call Option Notice.

4. SPANISH REGULATORY APPROVAL

In the event that either of the Call Options are exercised (in whole or part, where applicable) GVC undertakes to notify the Spanish Regulator (in a form reasonably acceptable to William Hill) of the appropriate updates and amendments to the documents originally filed in relation to the SYWS licence applications, including but not limited to amendments in respect of any changes to its directors, corporate address or stakeholders.


57LONDON\AAV\27007714.09

5. SPANISH MIGRATION PLAN AND ASSISTANCE

5.1 The Spanish Migration Plan

(a) During the Migration Assistance Period, GVC and William Hill shall provide all reasonable co-operation and assistance as required by each party to ensure an efficient, effective and orderly migration of the Sportingbet Spanish Business to WH Bidco or its nominee(s), and as would reasonably be required to prevent any material disruption to the business or operations of any member of the WH Groupor adverse effect on the continuity and quality of the Sportingbet Spanish Business.

(b) As soon as reasonably practicable following the Effective Date, the WH Steering Group Representatives and the GVC Steering Group Representatives shall, in good faith, use all reasonable endeavours to agree a migration plan (the "Spanish Migration Plan") for the Sportingbet Spanish Business.

(c) GVC shall ensure that the Spanish Migration Plan is effectively implemented, in accordance with its terms, and any milestone or other dates identified in theSpanish Migration Plan are achieved.

5.2 Contracts

During the Migration Assistance Period and in accordance with the Spanish Migration Plan, GVC will procure the assignment or novation to WH Bidco or its nominee(s) of the third party contracts which the Steering Group agrees in the Spanish Migration Plan as arerelevant to the Sportingbet Spanish Business and which are to be transferred to WH Bidco. If any third party consents are required for such purpose, each of William Hill and GVC will use its best endeavours to obtain such consent without charge.

5.3 Ongoing transitional services

If the Steering Group agrees in the Spanish Migration Plan that as part of the Spanish Migration, the GVC Group shall provide any transitional services in relation to the Sportingbet Spanish Business following Migration Completion, GVC agrees to provide, or procure the provision of, such services on the terms set out in the Spanish Migration Plan.

5.4 Licence of shared intellectual property

With effect from the relevant Call Option Completion Time, GVC shall grant to the relevant member of the WH Group, or procure the grant to the relevant member of the WH Groupby the relevant member(s) of the Sportingbet Group of, a perpetual, royalty-free,irrevocable licence to use in Spain any Intellectual Property used, exploited or relied upon by the Sportingbet Spanish Business and owned by any member of the Sportingbet Group at the Effective Time and prior to the final Call Option Completion Time (other than the "SPORTINGBET" name and the Paradise Poker IP Assets), together with the right to sublicense and assign its rights under such licence.

6. MANAGEMENT OF THE SPORTINGBET SPANISH BUSINESS

6.1 Economic benefit of the Sportingbet Spanish Business

(a) WH Bidco and GVC agree that:

(i) GVC shall take the economic benefit of the Sportingbet Spanish Business for the period between the Effective Time and 5.00 p.m. Spanish time on and including the day falling on the six month anniversary of the Effective Date (the "Economic Time"); and


58LONDON\AAV\27007714.09

(ii) the economic benefit of the Sportingbet Spanish Business shall vest with WH Bidco (or its nominee) immediately following the Economic Time, and pending the transfer of such economic benefit to WH Bidco (or its nominee), GVC shall hold such economic benefit on trust for WH Bidco.

(b) Costs incurred by the GVC Group in operating the Sportingbet Spanish Business after the Economic Time shall be reimbursed to GVC within fifteen Business Days of the end of each month subject to GVC providing WHO with a breakdown of those costs within ten Business Days of the end of each calendar month.

6.2 The Steering Group

(a) With effect from the Effective Time, GVC and William Hill shall procure the establishment of a steering group (the "Steering Group") to oversee the promotion and operation of the Sportingbet Spanish Business during the period between the Effective Time and (i) lapse or termination of the Call Option, or (ii) the final Call Option Completion Time, whichever is the later.

(b) The Steering Group shall be staffed by two individuals nominated by WHO(the "WH Steering Group Representatives") and two individuals nominated by GVC (the "GVC Steering Group Representatives") and such other representatives as WHO and GVC may together agree. Each Steering Group member shall be entitled to appoint (with the consent of WHO or GVC as relevant) an alternate in his absence and any such alternate shall be entitled to use the voting rights of the absent Steering Group member.

(c) The Steering Group shall meet (in person or by conference call) at least once a week, or as otherwise agreed by GVC and WHO. The quorum for each meeting of the Steering Group shall be at least one WH Steering Group Representative and one GVC Steering Group Representative. All decisions of the Steering Group shall be made with the agreement by at least one of each of the WH Steering Group Representatives and the GVC Steering Group Representatives. In the absence of agreement between the WH Steering Group Representatives and the GVC Steering Group Representatives, the relevant matter(s) shall be escalated to the boards of WHO and GVC.

(d) The Steering Group shall be entitled to make available any minutes of meetings or relevant papers to William Hill and GVC and their respective Affiliates and Representatives.

6.3 Conduct to Migration Completion

During the period between the Effective Time and (i) lapse or termination of the Call Option in accordance with clause 2.2 (Lapse) or clause 2.3 (Termination) of this schedule 3 or (ii) the final Call Option Completion Time (being, the "Migration Completion"), whichever is the later, GVC shall or shall procure that:

(a) the Sportingbet Spanish Business shall be managed in good faith and shall be carried on in a proper and efficient manner, in accordance with the Sportingbet Spanish Business Plan (once agreed) and generally in accordance with best industry practice;

(b) none of the Reserved Matters shall be effected without the prior consent in writing of any of the WH Steering Group Representatives (such consent not to be unreasonably withheld or delayed);

(c) WHO (and its Affiliates, Representatives or agents) are provided with such information regarding the Sportingbet Spanish Business as the WH Steering Group Representatives may reasonably request from time to time;


59LONDON\AAV\27007714.09

(d) WHO (or its Affiliates, Representatives or agents) are, at reasonable times and on reasonable notice, given access to relevant senior employees of the SportingbetSpanish Business and to the systems and premises used in connection with the Sportingbet Spanish Business;

(e) the relevant members of the GVC Group co-operate with WH Bidco and for WHO in order to finalise the Spanish Migration Plan;

(f) the relevant members of the GVC Group comply in all material respects with the software and service supply agreements in place in respect of the SportingbetSpanish Business and use their respective best endeavours to obtain any providers' consent necessary to ensure such arrangements are not affected by the Transaction, in particular the change of control of Sportingbet;

(g) the Marketing Fund shall be spent in accordance with the Sportingbet Spanish Business Marketing Plan;

(h) at all times all relevant members of the Sportingbet Spanish Business act in compliance with applicable laws and regulatory requirements and, in particular, with the terms of the SYWS Regulatory Licence;

(i) management accounts in respect of the Sportingbet Spanish Business are prepared on a monthly basis and provided to the WH Steering Group Representatives within five Business Days of the end of each calendar month; and

(j) the Replacement Spanish Guarantee is maintained.

6.4 Negative undertakings

Without prejudice to the other provisions of this clause 6.4, during the period between the Effective Time and (i) lapse or termination of the Call Option in accordance with clause 2.2(Lapse) or clause 2.3 (Termination) of this schedule 3 or (ii) Migration Completion, whichever is the later, GVC shall procure that the relevant members of the GVC Group shall not, without the consent of WH Bidco:

(a) cease to carry on the Sportingbet Spanish Business;

(b) sell, transfer or otherwise dispose of or mortgage, charge, pledge or otherwise create or issue or allow to come into being any Encumbrance over or upon any part of the legal or beneficial interest of any of the Call Option Assets (other than in the ordinary course of business); or

(c) issue or allot or agree to issue or allot any shares or stock in the capital of SYWS or ATD or any securities convertible into shares or stock or any loan stock or grant or agree to grant options over or rights in any such shares, stock, securities or loan stock;

(d) permit the Sportingbet Spanish Business to undertake any business other than in the ordinary course or otherwise than on an arm's length basis;

(e) permit the Sportingbet Spanish Business to enter into a joint venture with a third party; or

(f) fail to take any action required to maintain the licences issued to the Sportingbet Spanish Business by the Spanish Regulator or knowingly do anything to affect the continuance or validity of such licences;

(g) fail to take any action required to maintain any insurances relating to the Sportingbet Spanish Business or its assets or knowingly do anything to make any


60LONDON\AAV\27007714.09

such policy of insurance void or voidable, or reduce the insurance coverage in place immediately prior to the Effective Time.

6.5 Action taken by GVC

The provisions of clause 6.3 (Conduct to Migration Completion) shall not operate so as to restrict or prevent:

(a) any matter reasonably undertaken on behalf of GVC in relation to the SportingbetSpanish Business in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which WH Steering Group Representatives and WHO will be promptly notified in writing);

(b) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this deed;

(c) any action or omission required of the relevant member of the GVC Group by any applicable law or regulation or any Tax Authority provided that GVC shall promptly inform the WH Steering Group Representatives of the relevant matter and circumstances where such action or omission is material in the context of the Sportingbet Spanish Business;

(d) any promotion in relation to the Sportingbet Spanish Business which has been fairly disclosed to William Hill prior to the date of this deed; or

(e) any matter undertaken at the written request or with the written consent of the WH Steering Group Representatives or William Hill.

6.6 Reserved Matters

For the purpose of this clause 6, the Reserved Matters are as follows:

(a) incurring or agreeing to incur, in relation to the Sportingbet Spanish Business, capital expenditure purchase commitments exceeding, in aggregate, the equivalent of €100,000;

(b) disposing of or agreeing to dispose of, or granting or agreeing to grant any option in respect of, any part of the Sportingbet Spanish Business or any interest in them except in the ordinary and usual course of business on normal arm’s length terms and in any event, consistent with past practice;

(c) disposing of or agreeing to dispose of any asset of the Sportingbet Spanish Business having a book value in excess of €50,000 or any interest in any such asset;

(d) discontinuing or ceasing to operate all or a material part of the Sportingbet Spanish Business;

(e) entering into, terminating or changing any material contract (which includes, amongst other things, any agreement, arrangement or commitment) or any materially unusual, abnormal or onerous contract relating to or affecting a part of the Sportingbet Spanish Business, where a "material contract" for the purposes of this clause is a contract which commits to the spending of more than €250,000 per annum or commits the Sportingbet Spanish Business to a contract of 12 months or longer term;

(f) doing or permitting to be done any act which might reasonably be expected to materially adversely affect the Sportingbet Spanish Business Goodwill, or the relationship of the Sportingbet Spanish Business with its customers, suppliers or


61LONDON\AAV\27007714.09

the Sportingbet Spanish Business Employees (in each case, in the context of the Sportingbet Spanish Business taken as a whole);

(g) agreeing to any new material customer discounts or rebates in relation to the Sportingbet Spanish Business;

(h) creating any Encumbrance over any of the assets of the Sportingbet Spanish Business;

(i) dismissing or giving notice to an employee or consultant in the Sportingbet Spanish Business at an annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of €50,000 per annum, other than for cause or unless not to do so would, in the reasonable opinion of GVC, materially damage the Sportingbet Spanish Business;

(j) materially amending, including increasing any emoluments (including without limitation, pension contributions, bonuses, commissions and benefits in kind and whether contractual or otherwise), the terms of employment of the SportingbetSpanish Business Employees or any of them, or the introduction of any new bonus or incentive scheme, other than salary increases in the ordinary course and at normal market rates;

(k) offering to engage any new employee or consultant in the Sportingbet Spanish Business at an annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of €50,000 per annum;

(l) making any statements (whether written or oral) to employee representatives of the Sportingbet Spanish Business Employees without giving prior notice of the contents of such statements to the WH Steering Group Representatives;

(m) assigning or granting any licence in respect of any intellectual property other than in accordance with this deed; and

(n) entering into any contract, agreement or other arrangement with any member of the GVC Group or its respective Affiliates.

6.7 Sportingbet Spanish Business Plan

(a) As soon as reasonably practicable, GVC and WHO shall together agree a business plan, setting out in reasonable detail the proposed marketing programme, for the Sportingbet Spanish Business (the "Sportingbet Spanish Business Plan") from the Effective Time to Migration Completion.

(b) If, following agreement of the Sportingbet Spanish Business Plan, either of GVC or WHO reasonably requires the Sportingbet Spanish Business Plan to be amended, they shall each act in good faith to agree any such amendments as soon as reasonably practicable.

(c) GVC and WHO agree that the Sportingbet Spanish Business Plan shall provide that an amount, being not less than 33 per cent. of the Net Gaming Revenue (the "Marketing Fund") is allocated to marketing and promoting the Sportingbet Spanish Business in accordance with the Sportingbet Spanish Business Plan. GVC shall procure that full and accurate records showing clearly all such expenditure, with supporting evidence, are kept and copies of the same are provided to WHO upon request.

(d) If GVC considers that the Marketing Fund will be insufficient to carry out any of the activities envisaged by the Sportingbet Spanish Business Plan, it shall notify


62LONDON\AAV\27007714.09

William Hill in writing, with full details, and the parties acting reasonably and in good faith shall consider how to deal with such shortfall on a case-by-case basis.

(e) Within 30 days of Migration Completion, GVC shall pay to William Hill any of the Marketing Fund it did not spend, or irrevocably commit to spending, such amount before the Effective Time in accordance with the Sportingbet Spanish Business Plan.

6.8 Breach of agreements relating to the Sportingbet Spanish Business only

(a) Upon any member of the GVC Group becoming aware, after the Effective Time, of any breach of any agreement with a third party relating to the Sportingbet Spanish Business then GVC shall procure that the appropriate member of the GVC Group shall:

(i) notify the WH Steering Group Representatives as soon as reasonably practicable after that member becomes aware of such breach, providing full reasonable details of the nature of the breach as it may be known to that member;

(ii) subject to WHO indemnifying GVC against any liability, cost, damage or expense which may be properly incurred thereby (but without thereby implying any admission of liability on the part of any member of the WH Group), promptly take such reasonable action and give such reasonable information and access to personnel, premises, documents and records (which GVC shall use best endeavours to procure are preserved) to the WH Steering Group Representatives they may reasonably request on reasonable notice and the WH Steering Group Representatives shall be entitled to require GVC to procure that the relevant member of the GVCGroup takes such action and gives such information and assistance in order to avoid, resist or mitigate any breach in respect thereof or adjudication with respect thereto;

(iii) at the request of the WH Steering Group Representatives, subject to the indemnity in clause 6.8(a)(ii) above, allow WH Bidco or its nominee to take the sole conduct of such actions as WH Bidco may deem appropriate in connection with any such claim in the name of the relevant member of the GVC Group and, in that regard, GVC shall procure that WH Bidco and/or its agents are given all such assistance as it may reasonably require in avoiding, resisting or mitigating any such breach and shall instruct such solicitors or other professional advisors as WH Bidco may nominate to act on behalf of the relevant member of the GVC Group but to act in accordance with the instructions of WH Bidco;

(iv) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of WH Bidco (such consent not to be unreasonably withheld or delayed); and

(v) take reasonable action to mitigate any loss suffered by any member of the GVC Group in respect of such breach.

(b) GVC shall be entitled at any stage to procure the settlement of any such third party claim, with the prior written consent of WH Bidco (such consent not to be unreasonably withheld or delayed).

Schedule 4: IP ASSETS

SCHEDULE 4

IP Assets

Part A

MIAPUESTA IP ASSETS

Trade Mark Registrations/Applications

Mark Territory Number Registered Owner Classes

APUESTAS DEPORTIVAS Y CASINO MIAPUESTA

(figurative)

CTM 4860771 IOE(S)L 9 35 36 38 41 42

MIAPUESTA.COM

(word)

CTM 4769981 IOE(S)L 9 35 36 38 41 42

MIAPUESTA.COM

(figurative)

CTM 4769931 IOE(S)L 9 35 36 38 41 42

MIAPUESTA

(figurative)

CTM 4769972 IOE(S)L 9 35 36 38 41 42


(word and design)

Spain 3020648 M0 IOE(S)L 9 35 36 38 41 42

MIAPUESTA

(word)

Spain 2713408 M3 Interactive Sports (CI) Limited

35

MIAPUESTA

(word)

Spain 3020643 MX IOE(S)L 9 35 36 38 41 42

MIAPUESTA

(word)

Spain 2634655 M9 IOE(S)L 38



MIAPUESTA.COM

(word)

U.S. Federal 3462301 IOE(S)L 36 41

MIAPUESTA.COM

(figurative)


MIAPUESTA

(figurative)



(figurative)



(figurative)

Mexico 948163 IOE 9

MIAPUESTA.COM

(figurative)

Mexico 946914 IOE 38

MIAPUESTA

(figurative)



(figurative)


MIAPUESTA.COM

(word)


MIAPUESTA

(figurative)


MIAPUESTA.COM

(word)




MIAPUESTA.COM

(figurative)



(figurative)



(figurative)


MIAPUESTA

(figurative)

Mexico 948162 IOE 9

MIAPUESTA.COM

(word and design)


MIAPUESTA.COM

(word)


MIAPUESTA.COM

(word)

Mexico 942553 IOE 9

MIAPUESTA.COM

(word)


MIAPUESTA

(figurative)


MIAPUESTA.COM

(word)


MIAPUESTA.COM

(figurative)


MIAPUESTA.COM

(figurative)

Mexico 947760 IOE 9




(figurative)


MIAPUESTA

(figurative)



(figurative)


MIAPUESTA.COM

(figurative)


MIAPUESTA

(figurative)


MIAPUESTA.COM

(figurative)

Argentina 2245996 IOE 9

MIAPUESTA.COM

(word)


MIAPUESTA.COM

(word)


MIAPUESTA.COM

(word)


MIAPUESTA.COM

(word)


MIAPUESTA

(word and design)


MIAPUESTA.COM

(word)




MIAPUESTA.COM

(word)


MIAPUESTA

(word and design)


MIAPUESTA

(word and design)


MIAPUESTA

(word and design)


MIAPUESTA

(word and design)


MIAPUESTA.COM

(word and design)


MIAPUESTA

(word and design)


MIAPUESTA.COM

(word and design)


MIAPUESTA.COM

(word and design)


MIAPUESTA.COM

(word and design)


MIAPUESTA.COM

(word and design)





(word and design)



(word and design)



(word and design)


MIAPUESTA.COM

(word and design)



(word and design)



(word and design)



(word and design)


MIAPUESTA

(word and design)

Benelux 800435 IOE 9 35 36 38 41 42

Unregistered Trade Marks

MARK TERRITORY

MIAPUESTA Worldwide

MIAPUESTA.COM Worldwide


Domain Names

DOMAIN NAME

afiliadosmiapuesta.com

afiliadosmiapuesta.es

cl.miapuesta.com

miaapuestamovil.us

miapuesta.am

miapuesta.at

miapuesta.be

miapuesta.bg

miapuesta.by

miapuesta.ca

miapuesta.cat

miapuesta.ch

miapuesta.cl

miapuesta.cm

miapuesta.cn

miapuesta.co

miapuesta.co.at

miapuesta.co.cr

miapuesta.co.hu

miapuesta.co.im

miapuesta.co.je

miapuesta.co.ro

miapuesta.co.rs

miapuesta.co.uk

miapuesta.co.za

miapuesta.com

miapuesta.com

miapuesta.com.al

DOMAIN NAME

miapuesta.com.co

miapuesta.com.cy

miapuesta.com.do

miapuesta.com.ec

miapuesta.com.ee

miapuesta.com.ge

miapuesta.com.gi

miapuesta.com.gr

miapuesta.com.gt

miapuesta.com.hk

miapuesta.com.hn

miapuesta.com.hr

miapuesta.com.lv

miapuesta.com.mk

miapuesta.com.mt

miapuesta.com.mx

miapuesta.com.ni

miapuesta.com.pa

miapuesta.com.pe

miapuesta.com.pl

miapuesta.com.pt

miapuesta.com.py

miapuesta.com.ro

miapuesta.com.sv

miapuesta.com.tw

miapuesta.com.ua

miapuesta.com.uy

miapuesta.com.ve

DOMAIN NAME

miapuesta.cr

miapuesta.cz

miapuesta.de

miapuesta.dk

miapuesta.do

miapuesta.ec

miapuesta.ee

miapuesta.es

miapuesta.eu

miapuesta.fo

miapuesta.fr

miapuesta.ge

miapuesta.gg

miapuesta.gi

miapuesta.gr

miapuesta.hk

miapuesta.hn

miapuesta.hu

miapuesta.ie

miapuesta.is

miapuesta.it

miapuesta.je

miapuesta.li

miapuesta.lt

miapuesta.lu

miapuesta.lv

miapuesta.md

miapuesta.mx


DOMAIN NAME

miapuesta.name

miapuesta.net.cn

miapuesta.nl

miapuesta.org.uk

miapuesta.pe

miapuesta.pl

miapuesta.ro

miapuesta.rs

miapuesta.se

miapuesta.si

miapuesta.sm

miapuesta.tel

miapuesta.xxx

miapuesta1.com

miapuesta1.es

miapuesta10.com

miapuesta10.es

miapuesta2.com

miapuesta2.es

miapuesta3.com

miapuesta3.es

miapuesta4.com

miapuesta4.es

miapuesta5.com

miapuesta5.es

miapuesta6.com

miapuesta6.es

miapuesta7.com

miapuesta7.es

miapuesta8.com

DOMAIN NAME

miapuesta8.es

miapuesta9.com

miapuesta9.es

miapuestaafiliados.com

miapuestaafiliados.es

miapuestaalcoyano.com

miapuestabadalona.com

miapuestabarakaldo.com

miapuestabarcelona.com

miapuestabasque.com

miapuesta-basque.com

miapuestabasque.com.es

miapuesta-basque.com.es

miapuestabasque.es

miapuesta-basque.es

miapuestabetica.com

miapuestabetis.com

miapuestabilbao.com

miapuestabingo.com

miapuestabingo.es

miapuestaboxeo.com

miapuestacadiz.com

miapuestacanaldeportivo.com

miapuestacartagena.com

miapuestacasino.com

miapuestacasino.net

miapuestacastellon.com

miapuestacatalunya.com

miapuesta-catalunya.com

miapuestacatalunya.com.es

DOMAIN NAME

miapuesta-catalunya.com.es

miapuestacatalunya.es

miapuesta-catalunya.es

miapuestaccf.com

miapuestacelta.com

miapuestaceltavigo.com

miapuestache.com

miapuestaciudad.com

miapuestaclubatleticodemadrid.com

miapuestacolchonera.com

miapuestacordoba.com

miapuestacule.com

miapuestadeportivo.com

miapuestaeibar.com

miapuestaelche.com

miapuestaespanyol.com

miapuestaestu.com

miapuestaestu.es

miapuestaestudiantes.com

miapuestaestudiantes.es

miapuestafcbarcelona.com

miapuestaferrol.com

miapuestafiliados.com

miapuestafiliados.es

miapuestafuenlabrada.com

miapuestagetafe.com

miapuestagetafecf.com

miapuestagirona.com

miapuestagramanet.com

miapuestagranota.com


DOMAIN NAME

miapuestahercules.com

miapuestahuesca.com

miapuestalaspalmas.com

miapuestalaves.com

miapuestalbacete.com

miapuestaleganes.com

miapuestalemona.com

miapuestaleonesa.com

miapuestalevante.com

miapuestalibre.com

miapuestalicante.com

miapuestalleida.com

miapuestalmeria.com

miapuestamadrid.com

miapuesta-madrid.com

miapuestamadrid.com.es

miapuesta-madrid.com.es

miapuestamadrid.es

miapuesta-madrid.es

miapuestamalaga.com

miapuestamalagacf.com

miapuestamallorca.com

miapuestamallorca.es

miapuestamarbella.com

miapuestamelilla.com

miapuestamerengue.com

miapuestamerida.com

miapuestamovil.biz

miapuestamovil.com

DOMAIN NAME

miapuestamovil.es

miapuestamovil.info

miapuestamovil.net

miapuestamovil.org

miapuestamovil.us

miapuestamurcia.com

miapuestanastic.com

miapuestanumancia.com

miapuestanumanciacd.com

miapuestaoro.com

miapuestaosasuna.com

miapuestaoviedo.com

miapuestaperica.com

miapuestapoliejido.com

miapuestaponferradina.com

miapuestaportellano.com

miapuestaracing.com

miapuestarayo.com

miapuestarayovallecano.com

miapuestareal.com

miapuestarealbetis.com

miapuestarealmadrid.com

miapuestarealmurcia.com

miapuestarealsociedad.com

miapuestarealsporting.com

miapuestarealunion.com

miapuestarealvalladolid.com

miapuestarealzaragoza.com

miapuestarecre.com

DOMAIN NAME

miapuestarecreativo.com

miapuestarecreativohuelva.com

miapuestarragona.com

miapuestasabadell.com

miapuestasalamanca.com

miapuestasantander.com

miapuestasantandreu.es

miapuestasevilla.com

miapuestasevillafc.com

miapuestasporting.com

miapuestatenerife.com

miapuestaterrassa.com

miapuestathletic.com

miapuestathletic-club.com

miapuestatleticodemadrid.com

miapuestavalencia.com

miapuestavalenciacf.com

miapuestavalladolid.com

miapuestavecindario.com

miapuestavillarreal.com

miapuestavillarrealcf.com

miapuestavoleibolmurcia.com

miapuestaxerez.com

miapuestazamora.com

miapuestazaragoza.com

miradioapuesta.com

movil.miapuesta.com

radiomiapuesta.com


72LONDON\AAV\27007714.09

Part B

SPORTINGBET SPANISH IP ASSETS (to the extent not Miapuesta IP Assets)

Domain Names

DOMAIN NAME

deporte-directo.org

deporte-directo.net

deporte-directo.com

radioapuesta.com

miradioapuesta.com

apuestadeportiva.com

apuestadeportes.net

apuesta-deportes.net

apuesta-deportes.com

aprendeganar.es

atrapa1millon.es

atraparunmillon.es

atrapaunmillon.es

betispoker.es

betispoker.com

casino168.es

deporte-directo.es

deporteasaco.es

deportesasaco.es

deportesdirecto.es

deportesenvivo.es

estupoker.es

pokerestu.es

racingsantanderpoker.es

realbetispoker.com

DOMAIN NAME

realbetispoker.es


73LONDON\AAV\27007714.09

Part C

PARADISE POKER ASSETS

Trade Marks


PARADISE IS POKER

(word)

CTM 4428934 IOE(S)L 9 35 36 38 41 42

PARADISEPOKER.COM

(figurative)

CTM 4428926 IOE(S)L 9 35 36 38 41 42

PARADISEPOKER.NET

(word)

CTM 4846366 IOE(S)L 9 35 36 38 41 42

PARADISE

(figurative)

CTM 4428876 IOE(S)L 9 35 36 38 41 42

PARADISEPOKER.COM

(word)

CTM 4428744 IOE(S)L 9 35 36 38 41 42

PARADISEPOKER.NET

(figurative)

CTM 4846374 IOE(S)L 9 35 36 38 41 42

PARADISE POKER

(word)

CTM 5112719 IOE(S)L 9 35 36 38 41 42

PARADISEPOKERTOUR

(word)

CTM 8552994 IOE(S)L 9 35 36 38 41 42

PARADISE MASTERS

(word)

CTM 4428942 IOE(S)L 9 35 36 38 41 42

PARADISECASINO

(word)

CTM 5810403 IOE(S)L 9 35 36 38 41 42


74LONDON\AAV\27007714.09


PARADISECASINO

(figurative)

CTM 5810353 IOE(S)L 9 35 36 38 41 42

WHAT HAPPENS IN VEGAS, STARTS IN PARADISE

(word)

CTM 4846358 IOE(S)L 9 35 36 38 41 42

Domain Names

DOMAIN NAME

comunidadparadisepoker.com

escueladepokerparadise.com

escueladepokerparadise.es

escuelaparadisepoker.com

escuelaparadisepoker.es

escuelapokerparadise.com

escuelapokerparadise.es

paradisepokertour.es

miparadisepoker.com

miparadisepoker.es

miparadisepoker.net

mipokerparadise.com

mipokerparadise.es

paradisepoker.es

micasinoparadise.es

micasinoparadise.com

miparadisecasino.com

miparadisecasino.es

paradise168.es

paradisebingo.es

DOMAIN NAME

paradisecasino.es

paradisegames.es

paradisejuegos.es

paradisejuegos.net


75LONDON\AAV\27007714.09

Part D

SPORTINGBET AUSTRALIAN IP ASSETS

Unregistered Trade Marks

MARK TERRITORY

CENTREBET Worldwide

SPORTINGBET Australia, New Zealand and dependencies

Domain Names

DOMAIN NAME

sportingbetaustralia.com

centrebet.dk

centrebet.xxx

centerbet.xxx

Schedule 5: ACCOUNTING POLICIES

76LONDON\AAV\27007714.09

SCHEDULE 5

Accounting policies

1. SAB ACTUAL CASH AMOUNT

The following policies will be applied in determining the balance sheet cash position for the SAB Actual Cash Amount.

SAB Actual Cash Amount shall be the aggregate of:

(a) balance sheet cash or cash equivalents in respect of the Sportingbet Australian Target Group at the Effective Time held in bank accounts, or otherwise, whether held by the companies comprising the Sportingbet Australian Target Group or held directly or indirectly for the benefit of such companies, as reconciled to the relevant bank or other account statement, and interpreted consistently with the "cash" basis of inclusion of bank and other accounts within balance sheet "cash and cash equivalents" in the latest Audited Accounts of Sportingbet Group. Cash will exclude credit card or other payment processor debtor balances;

(b) less customer liabilities, after excluding customer liabilities which the relevant regulatory authorities allow to be considered as unclaimed balances (for example a regulatory authority could allow customer balances more than 6 months old to be considered as unclaimed balances);

(c) if the following assets or liabilities have been realised, or paid prior to the Effective Time, then the SAB Actual Cash Amount will be adjusted as follows:

(i) an amount equal to a pre-identified asset realised before the Effective Time will reduce the SAB Actual Cash Amount;

(ii) an amount equal to a pre-identified liability settled before completion will increase the SAB Actual Cash Amount.

Pre-identified Australia Liabilities

(A) Dutch Antilles tax liability related to residency challenge from the Australian Tax Office ("ATO") (estimated at $14,000,000);

(B) historic GST liability owed to the ATO arising from a retrospective adjustment to the Centrebet GST arrangements to access historical tax credits (estimated at $7,400,000);

(C) potential liability related to litigation and legal fees arising from the disputed ending of the Boost contract (estimated at $3,000,000);

Pre-identified Australia Assets

(A) GST credits representing Sportingbet Australia’s administration fee for the future management of the tax refund in respect of the historic overpayment of GST in Centrebet (estimated at $4,300,000);

(B) payment to be received as a result of the invalidity of racefield approvals for harness racing in the state of Victoria (estimated at $2,000,000).

Schedule 5: ACCOUNTING POLICIES

77LONDON\AAV\27007714.09

2. RETAINED BUSINESS ACTUAL CASH AMOUNT

The following policies will be applied in determining the balance sheet cash position for the Retained Business Actual Cash Amount:

Retained Business Actual Cash Amount shall be the aggregate of:

(a) balance sheet cash or cash equivalents in respect of the Retained Business at the Effective Time held in bank accounts, or otherwise, whether held by the companies comprising the Retained Business or held directly or indirectly for the benefit of such companies, as reconciled to the relevant bank or other account statement, and interpreted consistently with the "cash" basis of inclusion of bank and other accounts within balance sheet "cash and cash equivalents" in the latest Audited Accounts of Sportingbet Group. Cash will exclude;

(i) credit card or other payment processor debtor balances; and

(ii) any payments made by WH Bidco to Sportingbet and/or GVC pursuant to this Deed, the Consortium Deed, the Deed of Undertaking or any document entered into in connection with or ancillary to any of them before the Effective Time,

(b) less customer liabilities, after excluding customer liabilities which the relevant regulatory authorities allow to be considered as unclaimed balances (for example a regulatory authority could allow customer balances more than 6 months old to be considered as unclaimed balances);

(c) less any drawings from the Barclays Facilities in excess of £11,300,000 at the Effective Time;

(d) plus any amount by which the outstanding amount under the Barclays Facilities have been reduced from either:

(i) £11,300,000; or

(ii) if no further amount has been drawn from the Barclays Facilities to fund the Canute earn-out (which is expected to be £4,000,000), £7,300,000,

in each case at the Effective Time;

(e) plus outstanding gross receivables before any provisions from or on behalf of East Pioneer Corporation B.V. which are greater than 60 days aged at the Effective Time; and

(f) if at the Effective Time there is a liability to Canal+ under the Canal+ Heads of Terms, the Retained Business Actual Cash Amount should decrease by such amount.

Date post:	25-Mar-2018
Category:	Documents
Upload:	hoangtram
View:	237 times
Download:	4 times

Transfer Deed -...

Documents