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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 Codere Online Luxembourg, S.A. POS AM 110:20M Empire Filings/FA |
Document/Exhibit Description Pages Size
1: POS AM Post-Effective Amendment of a Registration HTML 6.39M
Statement
2: EX-10.17 Material Contract HTML 47K
3: EX-21.1 Subsidiaries List HTML 30K
4: EX-23.1 Consent of Expert or Counsel HTML 28K
10: R1 Cover HTML 42K
11: R2 Unaudited Interim Condensed Consolidated and HTML 84K
Combined Carve-Out Balance Sheets
12: R3 Unaudited Interim Condensed Consolidated and HTML 62K
Combined Carve-Out Statements of Income (Loss)
13: R4 Unaudited Interim Condensed Consolidated and HTML 48K
Combined Carve-Out Statements of Comprehensive
Income (Loss)
14: R5 Unaudited Interim Condensed Consolidated and HTML 69K
Combined Carve-Out Statements of Changes in Equity
15: R6 Unaudited Interim Condensed Consolidated and HTML 77K
Combined Carve-Out Statements of Cash Flows
16: R7 Consolidated Statement of Financial Position HTML 83K
17: R8 Consolidated and Combined Carve-Out Income HTML 64K
Statement
18: R9 Consolidated and Combined Carve-Out Statement of HTML 48K
Comprehensive Income
19: R10 Consolidated and Combined Carve-Out Statement of HTML 76K
Changes in Equity
20: R11 Consolidated and Combined Carve-Out Statement of HTML 80K
Cash Flows
21: R12 Background HTML 112K
22: R13 Basis of Presentation of the Unaudited Interim HTML 73K
Condensed Consolidated and Combined Carve-Out
Financial Statements
23: R14 Segment Information HTML 439K
24: R15 Financial Assets HTML 106K
25: R16 Trade Receivables and Other Current Assets HTML 104K
26: R17 Equity HTML 89K
27: R18 Borrowings and Non-Current Financial Liabilities HTML 239K
28: R19 Trade Payables and Other Current Liabilities HTML 64K
29: R20 Income Tax HTML 132K
30: R21 Revenue and Expenses HTML 159K
31: R22 Related Parties HTML 205K
32: R23 Other Information HTML 77K
33: R24 Events After the Reporting Date HTML 256K
34: R25 Basis of Presentation of the Consolidated and HTML 73K
Combined Carve-Out Financial Statements
35: R26 Accounting Policies HTML 227K
36: R27 Intangible Assets HTML 114K
37: R28 Property, Plant and Equipment HTML 80K
38: R29 Income Tax Matters HTML 132K
39: R30 Risk Management Policies HTML 110K
40: R31 Commitments and Contingencies HTML 34K
41: R32 Basis of Presentation of the Unaudited Interim HTML 72K
Condensed Consolidated and Combined Carve-Out
Financial Statements (Policies)
42: R33 Accounting Policies (Policies) HTML 258K
43: R34 Background (Tables) HTML 77K
44: R35 Basis of Presentation of the Unaudited Interim HTML 58K
Condensed Consolidated and Combined Carve-Out
Financial Statements (Tables)
45: R36 Segment Information (Tables) HTML 424K
46: R37 Financial Assets (Tables) HTML 90K
47: R38 Trade Receivables and Other Current Assets HTML 97K
(Tables)
48: R39 Borrowings and Non-Current Financial Liabilities HTML 217K
(Tables)
49: R40 Trade Payables and Other Current Liabilities HTML 59K
(Tables)
50: R41 Income Tax (Tables) HTML 128K
51: R42 Revenue and Expenses (Tables) HTML 138K
52: R43 Related Parties (Tables) HTML 182K
53: R44 Other Information (Tables) HTML 57K
54: R45 Accounting Policies (Tables) HTML 68K
55: R46 Intangible Assets (Tables) HTML 112K
56: R47 Property, Plant and Equipment (Tables) HTML 118K
57: R48 Income Tax Matters (Tables) HTML 122K
58: R49 Risk Management Policies (Tables) HTML 92K
59: R50 Background (Details) HTML 68K
60: R51 Basis of Presentation of the Unaudited Interim HTML 45K
Condensed Consolidated and Combined Carve-Out
Financial Statements (Details)
61: R52 Basis of Presentation of the Unaudited Interim HTML 37K
Condensed Consolidated and Combined Carve-Out
Financial Statements (Details Narrative)
62: R53 Segment Information (Details) HTML 122K
63: R54 Segment Information (Details 1) HTML 133K
64: R55 Financial Assets (Details) HTML 51K
65: R56 Financial Assets (Details Narrative) HTML 41K
66: R57 Trade Receivables and Other Current Assets HTML 40K
(Details)
67: R58 Trade Receivables and Other Current Assets HTML 47K
(Details 1)
68: R59 Trade Receivables and Other Current Assets HTML 32K
(Details 2)
69: R60 Trade Receivables and Other Current Assets HTML 28K
(Details Narrative)
70: R61 Equity (Details Narrative) HTML 45K
71: R62 Borrowings and Non-Current Financial Liabilities HTML 50K
(Details)
72: R63 Borrowings and Non-Current Financial Liabilities HTML 101K
(Details 1)
73: R64 Trade Payables and Other Current Liabilities HTML 37K
(Details)
74: R65 Trade Payables and Other Current Liabilities HTML 34K
(Details 1)
75: R66 Borrowings and Non-Current Financial Liabilities HTML 38K
(Details Narrative)
76: R67 Income Tax (Details) HTML 37K
77: R68 Income Tax (Details 1) HTML 34K
78: R69 Income Tax (Details 2) HTML 66K
79: R70 Revenue and Expenses (Details) HTML 41K
80: R71 Revenue and Expenses (Details 1) HTML 40K
81: R72 Revenue and Expenses (Details 2) HTML 35K
82: R73 Revenue and Expenses (Details 3) HTML 33K
83: R74 Revenue and Expenses (Details 4) HTML 42K
84: R75 Revenue and Expenses (Details 5) HTML 36K
85: R76 Related Parties (Details) HTML 157K
86: R77 Other Information (Details) HTML 49K
87: R78 Other Information (Details 1) HTML 34K
88: R79 Basis of Presentation of the Consolidated and HTML 30K
Combined Carve-Out Financial Statements (Details
Narrative)
89: R80 Accounting Policies (Details) HTML 34K
90: R81 Accounting Policies (Details 1) HTML 38K
91: R82 Accounting Policies (Details 2) HTML 57K
92: R83 Accounting Policies (Details Narrative) HTML 44K
93: R84 Intangible Assets (Details) HTML 57K
94: R85 Intangible Assets (Details 1) HTML 48K
95: R86 Property, Plant and Equipment (Details) HTML 61K
96: R87 Equity (Details) HTML 46K
97: R88 Equity (Details 1) HTML 48K
98: R89 Equity (Details 2) HTML 49K
99: R90 Equity (Details 3) HTML 31K
100: R91 Borrowings and Non-Current Financial Liabilities HTML 74K
(Details 2)
101: R92 Income Tax Matters (Details) HTML 50K
102: R93 Income Tax Matters (Details 1) HTML 53K
103: R94 Income Tax Matters (Details Narrative) HTML 31K
104: R95 Risk Management Policies (Details) HTML 45K
105: R96 Risk Management Policies (Details 1) HTML 72K
108: XML IDEA XML File -- Filing Summary XML 213K
106: XML XBRL Instance -- codereonline_posam_htm XML 5.91M
107: EXCEL IDEA Workbook of Financial Reports XLSX 300K
6: EX-101.CAL XBRL Calculations -- cdrow-20220630_cal XML 191K
7: EX-101.DEF XBRL Definitions -- cdrow-20220630_def XML 688K
8: EX-101.LAB XBRL Labels -- cdrow-20220630_lab XML 1.07M
9: EX-101.PRE XBRL Presentations -- cdrow-20220630_pre XML 1.10M
5: EX-101.SCH XBRL Schema -- cdrow-20220630 XSD 342K
109: JSON XBRL Instance as JSON Data -- MetaLinks 346± 473K
110: ZIP XBRL Zipped Folder -- 0001829126-22-017309-xbrl Zip 1.00M
Exhibit 10.17
PLATFORM AND TECHNOLOGY SERVICES AGREEMENT –
2022 Annual Budget Supplementary Agreement
This supplementary agreement (the “2022 Annual Budget Supplementary Agreement”) is entered into on September 2, 2022 and with effects as of January 1, 2022 (the “Effective Date”) by and between:
| 1. | CODERE ONLINE MANAGEMENT SERVICES LIMITED, a company incorporated under the laws of Malta with registration number C88406 and, having its registered address at Level 3 (Suite no. 2265), Tower Business Centre, Tower Street, Swatar BKR 4013, Malta (hereinafter, the “Company”). |
AND;
| 2. | CODERE APUESTAS ESPAÑA S.L.U, a Company incorporated and registered in in the Public Property and Commerce Registry of Madrid volume 29357, sheet 79, section 8, page M-528758, entry 1s, and with its registered office at Alcobendas Av. Bruselas 26 Alcobendas (Madrid) Spain., (hereinafter referred to as the “CAES”). |
| 3. | CODERE NEWCO S.A., a Company incorporated and registered in in the Public Property and Commerce Registry of Madrid volume 34399, sheet 192, page M-618784, NIF no. A87172003, and with its registered office at Alcobendas Av. Bruselas 26 Alcobendas (Madrid) Spain (hereinafter referred to as the “NEWCO” or “PARENT”). |
(CAES and NEWCO both hereinafter also referred to jointly as the “Provider”. The Company and the Provider also shall be referred to individually as “Party” or collectively as “Parties”).
WHEREAS
| I. | The Parties entered into a Platform and Technology Services Agreement effective as of January 1, 2021 (hereinafter, as it has been amended from time to time and in particular on March 1, 2022, the “Agreement”), under which the Provider provides the Company with platform and technology services for its online casino and online sport betting businesses, as described in the Agreement. |
| II. | The Parties enter into this 2022 Annual Budget Supplementary Agreement in order to execute and implement the terms set forth in Clause 3.3 of the Agreement and, in particular, to reflect the terms of the agreement reached on the budgeted Fees for calendar year 2022 to be paid by Company as consideration for the Services (the “2022 Annual Budget”). |
NOW THEREFORE, in consideration of the mutual obligations and undertakings contained herein the Parties agree as follows:
| 1. | The 2022 Annual Budget will be 10,000,000 Euros which is comprised of both fixed and variable components, as further detailed in Annex A attached hereto. The 2022 Annual Budget are estimates and may vary depending on actual expenses incurred, subject to the following limitations which shall apply to the individual line items as outlined in Annex A: |
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| (i) | Fixed costs (i.e. those costs that are not directly impacted by the volume of business activity) will be capped at 3% over budgeted amounts on a cumulative basis, unless Provider obtains prior written consent from Company. For illustrative purposes, Fees invoiced by Provider for Services provided through March 2022 can only exceed the total amount budgeted for the months of January 2022, February 2022 and March 2022 by 3%. |
| (ii) | Variable costs (i.e. those costs that are directly impacted by the volume of business activity) will be capped as follows, unless Provider obtains prior written consent from Company: |
| (a) | For customer support services a cap of 3% on a budgeted unit price per equivalent contact1, including internal and external personnel, of 3.35 Euros (i.e. the maximum average price per equivalent contact, as measured on a cumulative basis, will be 3.45 Euros). |
In addition, the parties agree to i) adjust the budgeted unit price per equivalent contact if the volume of equivalent contacts has a variation of +/- 10% versus the budgeted volume and ii) report separately the cost incurred and equivalent contacts between internal and external personnel.
| (b) | For trading provider, Betradar, total cost will be no greater than (x) the sum of i) 7% of the net gaming revenue related to applicable tennis (excluding WTA), table tennis and volleyball content/data provided (subject to a minimum monthly fee of 35,000 Euros) and ii) 3% of the net gaming revenue related to applicable WTA content/data, multiplied by (y) 40.25%, the Company´s share for 2022, as agreed between the Parties. |
| 1.1 | In addition to the Fees, the Company may, at its sole discretion, pay to Provider a discretionary fee of up to of 300,000 Euros payable within 60 days from December 31, 2022. |
| 1.2 | Pursuant to Clause 3.5 of the Agreement, the Parties agree that the Steering Committee shall meet monthly to review the actual costs incurred, invoices issued against said costs in furtherance of the Services provided and pursuant to the terms and conditions of this 2022 Annual Budget Supplementary Agreement and otherwise to ensure compliance with the Agreement. |
| 2. | All defined terms under this 2022 Annual Budget Supplementary Agreement have the same meaning as in the Agreement, unless explicitly defined differently herein. |
| 3. | The Parties acknowledge and agree that all terms and conditions of the Agreement shall remain in full force and effect. The Parties acknowledge that the Agreement does not include geolocation services, in particular and for the avoidance of any doubt, it does not include geolocation services in Argentina. These services would be agreed by the Parties in a separate document. |
| 4. | This 2022 Annual Budget Supplementary Agreement shall be governed by and construed in accordance with the internal laws of the Kingdom of Spain (Derecho común español). This 2022 Annual Budget Supplementary Agreement, and any disputes arising out of or in connection with it, its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) and including all matters of constructions, interpretation, validity and performance will in all respects be finally settled by the Courts of the City of Madrid. |
| 1 | One equivalent contact is equal to one phone call or 3 chats or 3 emails. |
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| 5. | In consideration of the mutual undertakings set out in this 2022 Annual Budget Supplementary Agreement, the Parties hereby agree that, with effect as of the Effective Date, the Agreement shall be read together with this 2022 Annual Budget Supplementary Agreement. |
| 6. | This 2022 Annual Budget Supplementary Agreement may be executed by the Parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this 2022 Annual Budget Supplementary Agreement by facsimile or other electronic transmission shall be effective as an original. |
| 7. | This 2022 Annual Budget Supplementary Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. |
IN WITNESS WHEREOF, the Parties have executed this 2022 Annual Budget Supplementary Agreement as of the date first written above and to be effective as of the Effective Date.
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(1) PROVIDER:
| /s/ Alejandro Pascual | ||
| By: | Codere Apuestas España S.L.U. | |
| Name: | Alejandro Pascual | |
| Title: | Director | |
(2) PROVIDER:
| /s/ Alejandro Rodino | ||
| By: | Codere Newco S.A.U | |
| Name: | Alejandro Rodino | |
| Title: | Director | |
| /s/ Emilio Martínez | ||
| By: | Codere Newco S.A.U | |
| Name: | Emilio Martínez | |
| Title: | Director | |
(3) THE COMPANY:
| /s/ Moshe Edree | ||
| By: | Codere Online Management Services Ltd. | |
| Name: | Moshe Edree | |
| Title: | Director | |
| /s/ Gonzalo de Osma | ||
| By: | Codere Online Management Services Ltd. | |
| Name: | Gonzalo de Osma | |
| Title: | Director | |
[Signature Page to the 2022 Annual Budget Supplementary Agreement to the Platform and Technology Services Agreement]
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| This ‘POS AM’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/22 | None on these Dates | |||
| Filed on: | 9/30/22 | |||
| 9/2/22 | ||||
| 3/1/22 | ||||
| 1/1/22 | ||||
| 1/1/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 Codere Online Luxembourg, S.A. 20-F 12/31/22 104:14M Empire Filings/FA 12/29/22 Codere Online Luxembourg, S.A. F-3 5:2.5M Empire Filings/FA 12/29/22 Codere Online Luxembourg, S.A. POS AM 3:3.1M Empire Filings/FA 12/05/22 Codere Online Luxembourg, S.A. POS AM 3:3M Empire Filings/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 Codere Online Luxembourg, S.A. 20-F 12/31/21 98:13M Empire Filings/FA 2/24/22 Codere Online Luxembourg, S.A. F-1 2/23/22 150:25M Empire Filings/FA 10/08/21 Codere Online Luxembourg, S.A. F-4/A 8:20M Empire Filings/FA 8/12/21 Codere Online Luxembourg, S.A. F-4 13:31M Empire Filings/FA 6/22/21 Codere Online U.S. Corp. 8-K:1,3,7,9 6/21/21 9:16M Empire Filings/FA 12/11/20 Codere Online U.S. Corp. 8-K:1,3,5,812/07/20 14:1.2M Empire Filings/FA 11/19/20 Codere Online U.S. Corp. S-1 30:2.6M Empire Filings/FA |