Esports Product Technologies Malta Ltd. entered into a Term Sheet and Letter of Intent to acquire Karamba Limited from Ag Communications Limited, Aspire Global International Limited, Aspire Global plc (OM:ASPIRE) and Aspire Global 7 Limited on May 27, 2021. Esports Product Technologies Malta Ltd. entered into an Share Purchase Agreement to acquire Karamba Limited from Ag Communications Limited, Aspire Global International Limited, Aspire Global plc and Aspire Global 7 Limited for €65 million on October 1, 2021. The Acquisition Agreement provides for, among other things, the following transactions and deliverables to have occurred at the closing: (i) Aspire and the Aspire Related Companies will transfer to Karamba all the business to consumer (“B2C”) assets, certain liabilities, and operations as set forth in the Acquisition Agreement; (ii) Aspire (and its related entities) will assign or transfer to Karamba all key and material contracts for services that are necessary for the operation of the Assets; (iii) Esports Malta will acquire all of the shares in Karamba; (iv) Esports Malta will enter into an agreement with Aspire whereby Aspire will provide continuation of services related to the Assets, which are required in order to operate the Assets during a transition period subsequent to the closing of the Acquisition Agreement and up to 90 days thereafter; (v) Esports Malta and/or Karamba (as then fully owned by Esports Malta) will enter into a four-year business to consumer white label operator services agreement, based upon a migration plan in accordance with applicable laws. In accordance with the terms and subject to the conditions of the Acquisition Agreement, the total acquisition price, payable at the closing of the acquisition of the Karamba shares, will be €65 million payable as follows: (i) a cash amount of €50 million; (ii) €10 million, payable in accordance with the terms of an unsecured subordinated promissory note; and (iii) 186,838 shares of company common stock, which are valued at €5 million (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement).

In Q2 2021, the B2C segment reported rolling twelve months net gaming revenues of €61.8 million and €6.9 million in EBITDA. The transaction is subject to approval of the Malta Gaming Authority, obtaining financing, and execution of ancillary agreements including Transition Services Agreement, Operator Services Agreement and Migration Plan. The transaction is expected to close by November 30, 2021. Gil White, Itai Sarfaty, Liran Barak and Jenia Melkhior of Herzog Fox & Neeman acted as legal advisors to Aspire Global.