8-K
Meridian Holdings Inc./NV (MRDN)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 17, 2024
| Golden Matrix Group, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41326 | 46-1814729 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>file number) | (IRS Employer<br><br>Identification No.) |
3651 Lindell Road, Suite D131
Las Vegas, NV 89103
(Address of principal executive offices)(zip code)
Registrant’s telephone number, including area code: (702) 318-7548
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.00001 Par Value Per Share | GMGI | The NASDAQ Stock Market LLC<br><br>(The NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital
As previously disclosed in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the “Company”, “Golden Matrix”, “we” and “us”) with the Securities and Exchange Commission (the “SEC”) on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the “Purchase Agreement”) with Aleksandar Milovanović (“Milovanović”), Zoran Milosevic and Snežana Božović (collectively, the “Sellers”), the owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, the “Meridian Companies”). Pursuant to the Purchase Agreement, and effective on April 1, 2024, we acquired 100% of the Meridian Companies.
As part of the consideration for the acquisition, the Sellers agreed to us deferring $18 million of the purchase price for the Meridian Companies until April 26, 2024 (the “Deferred Cash Consideration”), provided that if such amount was not paid by April 26, 2024, any unpaid amount was to accrue interest at the rate of three percent per annum (from the effective date of the closing (April 1, 2024) until paid in full). The Deferred Cash Consideration was not paid by April 26, 2024; however, on or around May 17th or May 20, 2024, a total of $11 million was paid to the Sellers, leaving a total of $7 million owed solely to Milovanović (the “Deferred Cash Consideration Payable”).
On June 17, 2024, and effective on April 9, 2024, we and the Sellers entered into a Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Fourth Amendment”), which amended the Purchase Agreement to (a) clarify the previous payment of $11 million of the Deferred Cash Consideration to the Sellers on or around May 17th or May 20, 2024; (b) provide that $4 million of the Deferred Cash Consideration Payable would be satisfied by the issuance of shares of common stock of the Company pursuant to the Debt Conversion Agreement, discussed below; (c) provide that $3 million of the Deferred Cash Consideration Payable would be satisfied by the entry into the Deferred Cash Convertible Promissory Note, discussed below; and (d) waive all interest which accrued on the $18 million of deferred cash consideration pursuant to the terms of the Purchase Agreement.
Debt Conversion Agreement
Also on June 17, 2024, the Company entered into a Debt Conversion Agreement (the “Debt Conversion Agreement”) with Milovanović, one of the Sellers, and the 58.5% stockholder of the Company. Pursuant to the Debt Conversion Agreement the Company and Milovanović agreed to convert an aggregate of $4,000,000 of the Deferred Cash Consideration Payable into an aggregate of 1,333,333 shares of restricted common stock of the Company, based on a conversion price of $3.00 per share (the “Debt Conversion Shares”).
Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Milovanović agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of $4 million of the Deferred Cash Consideration including all accrued and unpaid interest thereon.
The issuance of the Debt Conversion Shares increases Milovanović’s beneficial ownership of the Company’s common stock to approximately 58.9% of the Company’s outstanding common stock.
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Deferred Cash Convertible Promissory Note
The Deferred Cash Convertible Promissory Note with Milovanović (the “Convertible Note”) has a principal balance of $3 million and does not accrue interest unless an event of default thereunder occurs and upon an event of default accrues interest at 12% per annum. The full amount of the Convertible Note is due and payable on December 17, 2025, unless earlier paid. Milovanović has the right, from time to time, to declare up to $2 million of the principal amount of the Convertible Note to be due and payable, prior to January 1, 2025, upon written notice to the Company, after which the Company has three days to pay such amount(s).
The Convertible Note is convertible into shares of common stock of the Company, at any time, from time to time, at the option of Milovanović, with written notice to the Company, based on a conversion price, determined at the option of Milovanović of either (A) (i) the average closing sales price of the Company’s common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $3.00, subject to a floor of $2.00 per share.
The Convertible Note includes customary events of default, including (i) the nonpayment of any principal, interest or other indebtedness thereunder when due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or the Company’s failure to observe or perform any covenant or other agreement, under or contained in any transaction document or any other document now or in the future evidencing or securing any debt, liability or obligation of the Company to any holder, following any applicable cure period set forth in such applicable transaction document; (iii) if the Company is insolvent, or files or becomes the subject of a filing under any state or federal bankruptcy, insolvency or similar proceeding, and including any action or proceeding involving (A) any assignment by the Company for the benefit of creditors, (B) any levy, garnishment, attachment or similar action against its material property, or (C) the imposition of a receivership or trustee arrangement over the Company’s property (a “Bankruptcy” action), provided that in the case of becoming subject to any involuntary state or federal bankruptcy, insolvency or similar proceeding, or any involuntary action described in (B) and (C) above, the Company has sixty days to dismiss such filing or action described in (B) and (C) above, before such event shall be deemed an Event of Default (unless it fails to begin seeking dismissal within the first thirty days); (iv) a default with respect to any other indebtedness of the Company for borrowed money in an amount exceeding $1,000,000, if the effect of such default is to cause or permit the acceleration of such debt; (v) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of the Company to the holder, which is not dismissed within thirty days; (vi) the entry of a final non-appealable judgment against the Company in an amount exceeding $1,000,000, and the failure of the Company to discharge the judgment within 10 days of the entry thereof; (vii) any change in the Company’s business, assets, operations, financial condition or results of operations that has or could reasonably be expected to have a material adverse effect on the Company; (viii) the Company ceases doing business as a going concern; (ix) any material representation or warranty made by the Company to the holder in any transaction document or any other documents now or in the future evidencing or securing the obligations of the Company to the holder of the Note, is false, erroneous or misleading in any material respect, following any applicable cure period set forth in such applicable transaction document; or (x) the revocation or attempted revocation, in whole or in part, of any payment obligation or guarantee by the Company.
The Convertible Note also requires us to indemnify Milovanović against certain claims, including (i) breach of a representation or warranty by the Company, (ii) breach by the Company of a transaction document; (c) negligence, fraud, or willful misconduct by the Company; provided, however, that the foregoing indemnity agreement shall not apply to any claim that is determined by a court of competent jurisdiction in a final, non-appealable judgment to have been solely attributable to an indemnified party’s gross negligence or willful misconduct. The indemnity contained in the Convertible Note survives the termination of the Convertible Note.
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The foregoing description of the Fourth Amendment, Debt Conversion Agreement and Convertible Note, is not complete and is subject to, and qualified in its entirety by reference to the Fourth Amendment, Debt Conversion Agreement and Convertible Note, attached hereto as Exhibits 2.5, 10.1, and 10.2, respectively, which are incorporated in this Item 1.01 by reference in their entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Convertible Note set forth in Item 1.01 above is incorporated by reference in this Item 2.03 in its entirety.
Item 3.02. Unregistered Sales of Equity Securities.
The information and disclosures set forth in Item 1.01 above are incorporated into this Item 3.02 by reference in their entirety. The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Debt Conversion Shares and Convertible Note, since the offer and sale of such securities did not involve a public offering and the recipient was an “accredited investor”. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities or book-entry statements will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
If converted in full, the maximum number of shares of common stock issuable upon conversion of the Convertible Note is 1,500,000 shares of common stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2024, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved the Company’s entry into the following agreements, which were entered into on the same day:
(1) a First Amendment to the First Amended and Restated Employment Agreement with Anthony Brian Goodman, the President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Chairman of the Board of Directors of the Company (the “Goodman Amendment”);
(2) a First Amendment to the First Amended and Restated Employment Agreement with Weiting ‘Cathy’ Feng, Chief Operating Officer and Director of the Company (the “Feng Amendment”);
(3) an Employment Agreement between Meridian Tech d.o.o. (an indirect wholly-owned subsidiary of the Company)(“Meridian Tech”) and Zoran Milosevic, the Chief Executive Officer of Meridian Tech, a significant stockholder of the Company and one of the Sellers (the “Milosevic Agreement”); and
(4) an Employment Agreement between Meridian Tech and Snežana Božović, an employee of Meridian Tech and one of the Sellers (the “Božović Agreement”).
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Goodman Amendment and Feng Amendment
The Goodman Amendment amended that certain First Amended and Restated Employment Agreement effective September 16, 2022, between the Company and Mr. Goodman, to increase the annual Basic Salary (as defined therein) payable to Mr. Goodman thereunder to $396,000 per year, plus Superannuation as mandated by the Australian Government - Superannuation Guarantee (Administration) Act 1992.
The Feng Amendment amended that certain First Amended and Restated Employment Agreement effective September 16, 2022, between the Company and Ms. Feng, to increase the annual Basic Salary (as defined therein) payable to Ms. Feng thereunder to $216,000 per year, plus Superannuation as mandated by the Australian Government - Superannuation Guarantee (Administration) Act 1992.
Milosevic Agreement
The Milosevic Agreement provides for Mr. Milosevic to serve as the Chief Executive Officer of Meridian Tech and has a term through August 20, 2026, automatically extending thereafter for successive one year periods, unless either party provides the other notice of their intent not to renew at least three months prior to any renewal date, unless terminated earlier pursuant to its terms.
Pursuant to the agreement, Mr. Milosevic is to receive an annual basic salary of $396,000 (the “Basic Salary”), of which $174,240 is to be paid monthly (the “Monthly Salary”); and (b) $221,760 is to be paid quarterly (the “Quarterly Salary”), each pro-rated for partial periods. The Monthly Salary is payable in cash, monthly in arrears. The Quarterly Salary is payable by the fourth day following the end of each calendar quarter, in cash, or at the option of the Chief Executive Officer of the Company, shares of common stock of the Company (the “Quarterly Salary Shares”), based on the average of the closing sales prices of the Company’s common stock on the last day of each month during the applicable calendar quarter, rounded to the nearest whole share. The Quarterly Salary Shares must be issued under a stockholder approved equity compensation plan.
Mr. Milosevic’s salary may be increased every 12 months by the Compensation Committee of the Board of Directors of the Company in connection with increases in the cost of living, the responsibilities of Mr. Milosevic and/or his performance, and is required to be increased automatically in an amount of not less than 10% per annum. Increases of salary are not required to be set forth in an amendment to the Employment Agreement. Pursuant to the agreement, the Board of Directors has discretion to establish a cash bonus plan payable to Mr. Milosevic and to set forth goals in connection with such plan, provided no plan has been established to date. The Board of Directors (or Compensation Committee of the Board of Directors) of the Company may also grant Mr. Milosevic bonuses from time to time in its discretion, in cash, stock or the form of options or other equity awards (including Restricted Stock Units), in amounts determined in the sole discretion of the Board of Directors (or Compensation Committee of the Board of Directors) of the Company. The Board of Directors or Compensation Committee of the Company may also increase Mr. Milosevic’s salary from time to time in their discretion.
Pursuant to the agreement, Mr. Milosevic is eligible to participate in all benefit programs offered by Meridian Tech to its senior executives. Mr. Milosevic is entitled to holidays and annual leave in conformity with Serbian law, along with seven additional days of leave pursuant to the terms of the agreement and up to 14 days per year of sick leave.
The agreement contains standard confidentiality and indemnification requirements. The agreement prohibits Mr. Milosevic from competing against Meridian Tech in connection with the business of gaming intellectual property, online raffles, lotteries, tournaments, competitions and sportsbook operations and technology in the U.S.A., the U.K., Malta, Serbia, Montenegro, Cyprus, Tanzania, Kenya, Belgium, Peru, Curacao, South Africa and Bosnia, for a period of one year from the date of termination of the agreement. During the same one-year period, Mr. Milosevic is also prohibited from directly or indirectly soliciting customers or suppliers of Meridian Tech.
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The agreement may be terminated by Meridian Tech (a) with not less than 2 weeks’ notice to Mr. Milosevic of him being adjudicated disabled due to illness or accident (i.e., in the event he is incapacitated for six months in any 24 month period); or (b) immediately if he (i) commits any act of dishonesty, fraud, willful disobedience, misconduct or breach of duty; (ii) breaches any terms of the non-compete; (iii) materially breaches the employment agreement, and fails to cure such breach within 14 days after notice thereof is provided to Mr. Milosevic; or (iv) is of unsound mind, each as determined in the reasonable discretion of the independent members of the Board of Directors of the Company acting in good faith (without the vote of Mr. Milosevic)(each an “Immediate Company Termination”). Mr. Milosevic may terminate the agreement immediately, and for 30 days after each of the following events, for good reason, if (a) Meridian Tech has gone into bankruptcy; (b) any amount owed to him under the agreement is not paid within 14 days after notice of such non-payment is provided to Meridian Tech; (c) without Mr. Milosevic’s consent, his position or duties are modified by Meridian Tech to such an extent that his duties are no longer consistent with the position of CEO of Meridian Tech; (d) there has been a material breach by Meridian Tech of a material term of the agreement or Mr. Milosevic reasonably believes that Meridian Tech is violating any law which would have a material adverse effect on Meridian Tech’s operations and such violation continues uncured following 30 days after such breach and after notice thereof has been provided to Meridian Tech; or (e) Mr. Milosevic’s compensation is reduced without his consent, or Meridian Tech fails to pay him any compensation due to him after 15 days written notice of such failure.
If Mr. Milosevic’s employment agreement is terminated (a) by Meridian Tech without Cause (discussed below), or pursuant to an Immediate Company Termination, except due to his disability, or (b) by Mr. Milosevic for good reason (each a “Severance Termination”), Meridian Tech is required to pay Mr. Milosevic severance pay in an amount equal to (a) a lump sum cash severance payment equal to the sum of (i) 18 months of his then current annual basic salary plus (ii) an amount equal to his targeted bonus for the year of termination (such total payment referred to herein as the “Severance Payment”); and (b) he is also entitled to a lump sum cash bonus payment based on prior service in an amount equal to the sum of (i) any unpaid bonus for the prior year that would have been paid had he not been terminated prior to such payment plus (ii) his targeted bonus for the year of termination multiplied by the number of days in such year preceding the termination date, divided by 365; additionally and notwithstanding anything to the contrary in any equity award agreement, any unvested stock options or other equity compensation (including, but not limited to restricted stock units (RSUs)) previously granted to Mr. Milosevic will vest immediately upon such termination and in the case of stock options, shall be exercisable by Mr. Milosevic until the earlier of (A) one year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances. For purposes of the agreement, the term for “Cause” means because of gross negligence or willful misconduct by Mr. Milosevic either in the course of his employment or Mr. Milosevic’s ability to perform adequately and effectively his duties under the agreement as determined in the reasonable good faith determination of the independent members of the Board of Directors of the Company.
Separately, in the event that Mr. Milosevic’s employment is terminated (a) by Meridian Tech for any reason other than Cause or an Immediate Company Termination, (ii) by the death of Mr. Milosevic, or (iii) by Meridian Tech without Cause, or (b) by Mr. Milosevic for good reason (as applicable, a “Change of Control Termination”) during the twelve month period following a Change of Control (discussed below) or in anticipation of a Change of Control, Meridian Tech is required to pay Mr. Milosevic, within 60 days following the later of (i) the date of such Change of Control Termination; and (ii) the date of such Change of Control, a cash severance payment in a lump sum in an amount equal to 3.0 times the sum of (a) the current annual base salary of Mr. Milosevic (less any actual payments made in connection with any severance payments made in connection with the preceding paragraph); and (b) the amount of the most recent bonus paid to Mr. Milosevic for the last completed fiscal year, if any (less any actual payments made in connection with any severance payment made pursuant to the preceding paragraph)((a) and (b), the “Change of Control Payment”). If Mr. Milosevic’s employment ends due to a Change of Control Termination within six (6) months prior to a Change of Control, it will be deemed to be “in anticipation of a Change of Control”. In addition, in the event of a Change of Control, all of Mr. Milosevic’s equity-based compensation (including options and equity subject to vesting) shall immediately vest regardless of whether Mr. Milosevic is retained by Meridian Tech or successor following the Change of Control. Additionally, in the event of a Change of Control Termination, unvested equity benefits and awards (including options, unvested RSU’s or unvested equity awards) will vest immediately upon such termination and in the case of stock options, shall be exercisable by Mr. Milosevic until the earlier of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances.
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“Change of Control” means the happening of any of the following without the prior written approval of Mr. Milosevic: (i) any person or entity is or becomes the beneficial owner, directly or indirectly, of securities of Meridian Tech representing more than 50% of the total voting power represented by Meridian Tech’s then outstanding voting securities; (ii) a merger or consolidation of Meridian Tech whether or not approved by the Board of Directors of Meridian Tech, other than a merger or consolidation that would result in the voting securities of Meridian Tech outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of Meridian Tech or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Meridian Tech approve a plan of complete liquidation of Meridian Tech or an agreement for the sale or disposition by Meridian Tech of all or substantially all of Meridian Tech’s assets; or (iii) as a result of the election of members to the Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors as of June 18, 2024 (including Mr. Milosevic), except in the event that such slate of directors is proposed by the Board of Directors of Meridian Tech.
Pursuant to the agreement, the Company has the right to clawback amounts paid to Mr. Milosevic pursuant to the Company’s Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation.
Božović Agreement
The Božović Agreement has substantially similar terms as the Milosevic Agreement, except that it provides for Ms. Božović to serve as an employee of Meridian Tech; provides for a Basic Salary of $216,000, a Monthly Salary of $145,200, and a Quarterly Salary of $70,800; and provides for a six month Severance Payment.
* * * * *
The foregoing description of the Goodman Amendment, Feng Amendment, Milosevic Agreement and Božović Agreement, is not complete and is subject to, and qualified in its entirety by reference to the Goodman Amendment, Feng Amendment, Milosevic Agreement and Božović Agreement, attached hereto as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, which are incorporated in this Item 5.02 by reference in their entirety.
Item 8.01. Other Events.
On June 18, 2024, the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors of the Company approved an increase in the monthly compensation of non-executive members of the Board of Directors from $5,000 per month to $7,500 per month, effective June 1, 2024.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
*** Indicates management contract or compensatory plan or arrangement.
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| GOLDEN MATRIX GROUP, INC. | ||
|---|---|---|
| Date: June 21, 2024 | By: | /s/ Anthony Brian Goodman |
| Anthony Brian Goodman | ||
| Chief Executive Officer | ||
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gmgi_ex25.htm EXHIBIT 2.5
FOURTH AMENDMENT TO
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT
OF SHARE CAPITAL
This Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated June 17, 2024, and effective as of April 9, 2024 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023^1^, as amended by the (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023^2^; (ii) the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024^3^; and (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023^4^ (as amended to date, including herein, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser” or “Parent”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milosevic, an individual (“Milosevic”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milosevic, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”.
Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.
WHEREAS, the Purchase/Sale Transaction contemplated in the Purchase Agreement closed on April 9, 2024, effective April 1, 2024;
WHEREAS, pursuant to Section 2.1.1 of the Purchase Agreement as in effect through and including the Third Amendment thereto (as specified above), Purchaser was obligated to, and Sellers confirm that Purchaser did, pay the Closing Cash Consideration in the amount of $12,000,000 to Sellers at Closing;
WHEREAS, pursuant to Sections 2.1.1A and 2.1(d) of the Purchase Agreement as in effect through and including the Third Amendment thereto (as specified above), Purchaser was obligated to pay Deferred Cash Consideration to Sellers in the amount of USD$18,000,000 by the Deferred Cash Consideration Due Date, meaning “the earlier of (i) the date that the Parent (or one of its Subsidiaries) has raised funding sufficient to pay the Deferred Cash Consideration…and (ii) April 26, 2024;” and if any portion was unpaid as of such date, interest would begin to accrue;
WHEREAS, as of both the Deferred Cash Consideration Due Date and the date hereof, of the USD$18,000,000 in total of Deferred Cash Consideration owed, Purchaser had caused USD$11,000,000 to be paid to Sellers, leaving a balance due from Purchaser to Milovanović, one of the Sellers, of USD$7,000,000; and
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^1^ https://www.sec.gov/Archives/edgar/data/1437925/000147793223004933/gmgi_ex22.htm
^2^ https://www.sec.gov/Archives/edgar/data/1437925/000147793223007193/gmgi_ex22.htm
^3^ https://www.sec.gov/Archives/edgar/data/1437925/000147793224000334/gmgi_ex23.htm
^4^ https://www.sec.gov/Archives/edgar/data/1437925/000147793224001928/gmgi_ex24.htm
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
WHEREAS, the Purchaser and the Sellers desire to enter into this Amendment to amend the Purchase Agreement on the terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:
1. Amendments to Purchase Agreement. Effective as of the Effective Date:
| (a) | Section 2.1(d) of the Purchase Agreement is amended and restated to read in its entirety as follows: |
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| “(d) Deferred Cash Consideration. The Parties previously contemplated up to Twenty Million Dollars (USD$20,000,000) of the Closing Cash Consideration due at the Closing would be paid by the cash on hand that the Companies had at Closing. However, the Parties subsequently determined that Serbian law prohibits the direct payment by Meridian Serbia to the Sellers of cash funds held by Meridian Serbia prior to Closing, for purposes of affecting the Acquisition.<br> <br><br> <br>For the reasons described above, and in an effort to close the Acquisition as soon as possible, the Parties decided to reduce the cash consideration due at the Closing from Thirty Million Dollars (USD$30,000,000) to Twelve Million Dollars (USD$12,000,000) and to defer the payment of the Deferred Cash Consideration until after the Closing as set forth below.<br> <br><br> <br>The Deferred Cash Consideration shall be deferred, and shall be paid (i) by way of cash payments totaling USD$11,000,000 paid to Sellers on or around May 17 or May 20, 2024; (ii) issuance of USD$4,000,000 in Company common stock at USD$3.00 per share pursuant to the terms of a Debt Conversion Agreement in the form attached as Exhibit L hereto (the “Debt Conversion Agreement”), and (iii) USD$3,000,000 in accordance with the terms and conditions of that certain Deferred Cash Convertible Promissory Note in the principal amount of USD$3,000,000, by and between the Parent and Aleksandar Milovanović, in the form attached as Exhibit E hereto the “Deferred Cash Promissory Note”). | |
| (b) | A new Section 11.1.24B of the Purchase Agreement is added to read in its entirety as follows:<br> <br><br> <br>“11.1.24B “Deferred Cash Promissory Note” has the meaning given to such term in Section 2.1(d).” |
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
| (c) | The Deferred Cash Convertible Promissory Note attached as Attachment 1 to this Amendment shall be deemed Exhibit E to the Purchase Agreement and the Debt Conversion attached as Attachment 2 to this Amendment shall be deemed Exhibit L to the Purchase Agreement. |
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2. Forgiveness of Accrued Interest. The Parties confirm and acknowledge that (a) pursuant to Section 2.1(d) of the Purchase Agreement as in effect through and including the Third Amendment thereto (as specified above), “[t]o the extent any portion of the Deferred Cash Consideration remain[ed] unpaid three (3) Business Days after the Deferred Cash Consideration Due Date, the unpaid amount of such Deferred Cash Consideration [was to] accrue interest retroactively (from [April 1, 2024]) at a fixed, non-variable rate equal to the lesser of (A) three percent (3%) per annum and (B) the Maximum Rate”; (b) the Deferred Cash Consideration was not paid by the Deferred Cash Consideration Due Date; and (c) the Deferred Cash Consideration has accrued interest as provided in Section 2.1(d) of the Purchase Agreement as in effect through and including the Third Amendment thereto (as specified above), through the date of this Amendment (such accrued interest, the “Accrued Interest”). The Sellers hereby confirm, acknowledge and agree that in connection with their entry into this Amendment, the Deferred Cash Promissory Note and Debt Conversion Agreement, and effective as of the date hereof, the Sellers hereby forgive any and all Accrued Interest and release the Purchaser from any obligation to pay such Accrued Interest. For the sake of clarity, following the Effective Date, the Deferred Cash Consideration shall not accrue interest, or be deemed to accrue interest, pursuant to the terms of the Purchase Agreement, except to the extent interest is provided for in the Deferred Cash Promissory Note.
3. Milovanović Representations. Milovanović confirms and acknowledges to Purchaser that:
| (a) | Milovanović will be acquiring the Deferred Cash Promissory Note and the shares of Purchaser common stock issuable upon conversion thereof (collectively, the “Securities”), for his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. Milovanović can bear the economic risk of investment in the Securities, has knowledge and experience in financial business matters, is capable of managing the risk of investment in the Securities and is an “accredited investor” as defined in Regulation D under the Securities Act. Milovanović recognizes that the Securities have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the Securities Act or unless an exemption from registration is available. Milovanović has carefully considered and has, to the extent he believes such discussion necessary, discussed with his professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for him. Milovanović has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Milovanović’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Milovanović has had an opportunity to ask questions of and receive satisfactory answers from Purchaser, or persons acting on behalf of the Purchaser, concerning the terms and conditions of the Securities and Purchaser, and all such questions have been answered to the full satisfaction of Milovanović. Neither Purchaser, nor any other party, has supplied Milovanović any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Milovanović is relying on his own investigation and evaluation of Purchaser and the Securities and not on any other information. |
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
| (b) | Milovanović acknowledges that he is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Securities, and further acknowledges that the Purchaser is entering into this Amendment with the Sellers, including Milovanović, in reliance on this acknowledgment and with Milovanović’s understanding, acknowledgment and agreement that the Purchaser is privy to material non-public information regarding the Purchaser (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Milovanović, when making investment disposition decisions, including the decision to enter into this Amendment, and Milovanović’s decision to enter into the Amendment is being made with full recognition and acknowledgment that the Purchaser is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Milovanović. Milovanović hereby waives any claim, or potential claim, he has or may have against the Purchaser relating to the Purchaser’s possession of Non-Public Information. Milovanović has specifically requested that the Purchaser not provide it with any Non-Public Information. Milovanović understands and acknowledges that the Purchaser would not enter into this Amendment in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Purchaser in entering into this Amendment. |
|---|---|
| (c) | Milovanović understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in substantially the following form: |
| “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.” |
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
4. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.
5. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:
| (a) | Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and to consummate the transactions contemplated hereby. This Amendment constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; |
|---|---|
| (b) | The execution and delivery by such Party and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and |
| (c) | Any individual executing this Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Amendment on behalf of such entity. |
6. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.
- Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement, as applicable, as modified and amended hereby.
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
8. Purchase Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.
9. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Purchase Agreement, and this Amendment shall be read in connection with, the Purchase Agreement.
10. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.
11. Governing Law; Disputes. This Amendment shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions. Disputes under the Amendment shall be subject to Section 12.6 of the Purchase Agreement, which section is incorporated by reference herein.
12. Severability. If any term, provision, covenant or condition of this Amendment is held by the arbitrator(s) to exceed the limitations permitted by applicable Law, as determined by such arbitrator(s) in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable Law and the Parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Amendment is held by arbitrator(s) to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.
13. No Presumption from Drafting. This Amendment has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Amendment. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Amendment, no presumption for or against any Party arising out of drafting all or any part of this Amendment will be applied in any action relating to, connected with or involving this Amendment. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Amendment against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Amendment shall be interpreted in a reasonable manner to affect the intentions of the Parties.
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
14. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Amendment, said Party has fully informed itself of the terms, contents, conditions and effects of this Amendment; (b) said Party has relied solely and completely upon its own judgment in executing this Amendment; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Amendment; (d) said Party has acted voluntarily and of its own free will in executing this Amendment; and (e) this Amendment is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
15. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Amendment and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
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Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.
| PURCHASER: | ||
|---|---|---|
| Golden Matrix Group, Inc. | ||
| By: | /s/ Anthony Brian Goodman |
| | Name: | Anthony B. Goodman |
| | Title: | Chief Executive Officer | | SELLERS: | | | | By: | /s/ Aleksandar Milovanović | |
| | Name: | Aleksandar Milovanović | | By: | /s/ Zoran Milosevic | |
| | Name: | Zoran Milosevic | | By: | /s/ Snežana Božović | |
| | Name: | Snežana Božović |
Page 8 of 8
Fourth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
Attachment 1
[Attached]
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Attachment 2
[Attached]
| 1 |
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gmgi_ex101.htm EXHIBIT 10.1
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (this “Agreement”) dated and effective June 17, 2024 (the “Effective Date”), is by and between, Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Aleksandar Milovanović, an individual (the “Creditor”), each a “Party” and collectively the “Parties”.
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Company owes Creditor $7,000,000 of Deferred Cash Consideration (as defined in the SPA)(the “Deferred Cash Consideration”) pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended by a (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023; (ii) Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023; and (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated on or around the date hereof, and effective as of April 9, 2024 (as amended, the “SPA” or “Purchase Agreement”);
WHEREAS, Creditor and the Company have agreed to enter into a Deferred Compensation Convertible Promissory Note, to evidence $3,000,000 of the Deferred Cash Consideration;
WHEREAS, the Creditor and the Company desire to convert the remaining $4,000,000 (the “Converted Amount”) of the Deferred Cash Consideration into shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”) and for the Creditor to forgive any interest accrued on the Deferred Cash Consideration (the “Forgiveness”); and
WHEREAS, the Company and the Creditor desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion and Forgiveness.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 1 of 7
1. Consideration.
(a) Effective on the Effective Date, and in consideration and in full satisfaction of the forgiveness of the principal amount of, and all accrued and unpaid interest on, the Converted Amount, the Company shall issue the Creditor that number of restricted shares of common stock of the Company as equals (i) the Converted Amount, divided by (ii) the Conversion Price (as defined below), rounded to the nearest whole share (the “Shares”).
(b) The Shares shall be issued in book-entry/non-certificated form.
(c) Creditor represents that he is the sole owner of the Converted Amount and has good and marketable title to the Converted Amount, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. Creditor has sole managerial and dispositive authority with respect to the Converted Amount.
(d) For the purposes of this Agreement, “Conversion Price” means $3.00 per Share.
2. Full Satisfaction.
Creditor agrees that he is accepting the Shares in full satisfaction of all amounts owed under, and in connection with, the Converted Amount, which is being converted into the Shares as described above and that as such, Creditor will no longer have any rights of repayment against the Company as to the amounts owed in connection with the Converted Amount which are being converted into the Shares according to this Agreement. Creditor further agrees that all accrued interest owed on the Deferred Cash Consideration (including, but not limited to the Converted Amount) as of the Effective Date, shall be deemed forgiven by the Creditor upon the Parties’ mutual entry into this Agreement and the Company’s issuance of the Shares.
3. Mutual Representations, Covenants and Warranties.
(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.
(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either the Company or the Creditor are a party or by which either the Company or the Creditor are bound or affected.
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 2 of 7
(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.
4. Representations of Creditor.
The Creditor represents to the Company that:
(a) Creditor is acquiring the Shares for his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.
(b) Creditor has carefully considered and has, to the extent he believes such discussion necessary, discussed with his professional, legal, tax and financial advisors, the suitability of an investment in the Shares for his particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Shares are a suitable investment for him. Creditor has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Creditor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Creditor has had an opportunity to ask questions of and receive satisfactory answers from Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Shares and Company, and all such questions have been answered to the full satisfaction of Creditor. Neither Company, nor any other party, has supplied Creditor any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Creditor is relying on his own investigation and evaluation of Company and the Shares and not on any other information.
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 3 of 7
(c) Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:
| ‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.’’ |
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(d) Creditor hereby covenants that he will, whenever and as reasonably requested by the Company and at Creditor’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
(d) Creditor acknowledges that he is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Creditor in reliance on this acknowledgment and with Creditor’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Creditor, when making investment disposition decisions, including the decision to enter into this Agreement, and Creditor’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Creditor. Creditor hereby waives any claim, or potential claim, he has or may have against the Company relating to the Company’s possession of Non-Public Information. Creditor has specifically requested that the Company not provide it with any Non-Public Information. Creditor understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement.
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 4 of 7
5. Miscellaneous.
(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Nevada, excluding any provision which would require the use of the laws of any other jurisdiction.
(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.
(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.
(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.
(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 5 of 7
(g) Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 6 of 7
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
| “COMPANY” | |||
|---|---|---|---|
| Golden Matrix Group, Inc. | |||
| /s/ Anthony Brian Goodman |
| | | | Anthony Brian Goodman |
| | | | Chief Executive Officer | | “CREDITOR” | | | | | | /s/ Aleksandar Milovanović | | |
| | Aleksandar Milovanović | | |
Debt Conversion Agreement
Golden Matrix Group, Inc. and Aleksandar Milovanović
Page 7 of 7
gmgi_ex102.htm EXHIBIT 10.2
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).
Deferred Compensation
Convertible Promissory Note
| $3,000,000 | June 17, 2024 |
|---|
FOR VALUE RECEIVED, Golden Matrix Group, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Aleksandar Milovanović, a natural person residing in the Republic of Serbia (the “Payee”), in lawful money of the United States of America, the principal sum set forth above (the “Principal”) or such lesser amount as may be advanced to or for the benefit of the Maker hereunder, together with interest accruing on the outstanding Principal from the date hereof, all as provided below.
- Equity Purchase & Sale Transaction. This Deferred Compensation Convertible Promissory Note (this “Note”) evidences Maker’s obligation and debt to pay a portion of the Purchase Price pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended by a (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023; (ii) Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023; and (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 2024 (as amended, the “SPA” or “Purchase Agreement”) between Maker, as the purchaser, and Payee, as well as the other sellers party thereto (collectively, the “Sellers”), pursuant to which Maker acquired all of Payee’s equity interests in four companies organized and existing in the Republics of Serbia, Montenegro, Malta, and Cyprus.
All capitalized but undefined terms in this Deferred Compensation Convertible Promissory Note (this “Note”) shall have the meanings set forth in the SPA.
- Security for Payment. This Note is unsecured.
| 1 |
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- Interest Rate.
(a) Non-Default Interest Rate. Subject to Section 3(b), in exchange for the special terms set forth in Section 4 hereof (and elsewhere), all amounts outstanding under this Note shall bear zero interest (0%).
(b) Default Interest Rate. In this Note, the “Default Rate” shall mean the fixed, non-variable rate equal to the lesser of (A) twelve percent (12%) per annum and (B) the Maximum Rate. The “Maximum Rate” shall mean the maximum rate of interest allowed under applicable law. The Default Rate shall be applicable under the circumstances set forth in Section 6 hereof.
(c) Maximum Rate. Regardless of any other provision of this Note or the other Transaction Documents, if for any reason the effective interest rate should exceed the Maximum Rate, the effective interest rate shall be deemed reduced to, and shall be, the Maximum Rate, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the Principal of this Note and not to the payment of interest, and (ii) if the obligation evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same. Such application to the Principal of this Note or the refunding of such excess shall constitute a complete settlement and acquittance thereof.
- Note Terms.
(a) Payments.
(1) No Monthly Payments; Maturity Balloon Payment. Maker shall have no duty or obligation to pay Payee interest, principal, or other amounts hereunder prior to the Maturity Date. Subject to Section 4(b) of this Note, the “Maturity Date” shall mean December 17, 2025, subject to extension with the mutual approval of the Maker and Payee. On the Maturity Date, Maker shall pay Payee a single “balloon” payment consisting of: (i) the outstanding Principal, (ii) all accrued but unpaid interest (if any), and (iii) any and all other sums due by Maker to Payee hereunder (such payment, the “Maturity Payment”). In this Note, a “Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Las Vegas, Nevada. If any payment under this Note shall be due on a day other than a Business Day, such payment shall be made no later than by the next succeeding Business Day, and such extension of time shall be included in computing interest in connection with such payment.
(2) Payment Terms. All payments of Principal and interest on this Note shall be made in immediately available U.S. federal funds, either by wire transfer in accordance with Payee’s written wire instructions from time to time, or delivery to such other account, or by such other means, as Payee may designate by notice to Maker (in Payee’s reasonable discretion). All payments shall be credited prior to close of business if received by Payee prior to 4:00 p.m. local time on a Business Day at the Payee’s place of payment, and if received after such time, shall be deemed for all purposes (including, without limitation, the accrual of interest) to have been received on the next Business Day.
(3) Application. Unless otherwise required by applicable law, as long as no Event of Default has occurred, all payments hereunder shall be applied first to any late charges; second, to any unpaid collection, enforcement, or other reimbursable fees, costs, and expenses hereunder; third, to any accrued, unpaid interest; and fourth, to principal. Upon the occurrence of an Event of Default, all payments hereunder shall be applied in such order, manner, and time as Payee may elect, in its sole discretion.
(4) Late Charge. If Maker fails to make any payment of Principal, interest or other amount due hereunder within three (3) Business Days of the date due and payable, Payee shall also have the right (but not the obligation), with written notice to the Maker at any time thereafter, to charge the Maker (and if exercise Maker shall pay to the Payee) a late charge equal to eight percent (8%) of the amount of such payment which was not paid. Such three (3) Business Day period shall not be construed in any way to extend the due date of any such payment.
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(b) Partial Acceleration Right. Notwithstanding the Maturity Date definition in Section 4(a)(1), Payee has the option, in its sole discretion, to declare that up to a maximum of Two Million U.S. Dollars (USD $2,000,000) of Principal due hereunder be paid by the Maker on a specific date prior to January 1, 2025, on one or multiple occasions (up to the aforementioned cap). To exercise this acceleration option, Payee shall deliver written notice (the “Deferred Cash Note Acceleration Notice”) to Maker, specifying (i) the U.S. Dollar amount subject to acceleration (up to the aforementioned cap); and (ii) the due date (which shall automatically be deemed the “Maturity Date” with respect to that amount), which shall be at least three (3) days after the date the Deferred Cash Note Acceleration Notice is received by the Maker.
(c) Conversion Terms.
(1) Conversion Right.
(i) Conversion Right. The Principal and any interest due hereunder shall be convertible at the option of the Payee, **** from time to time, on one or more occasions, after the date hereof (the “Conversion Right”), into a number of fully-paid, nonassessable shares of the Maker’s common stock, $0.00001 par value per share (“Common Stock”)(as determined below) (each resulting transaction, a “Conversion”).
(ii) Conversion Notice. To exercise this Conversion Right and effectuate a Conversion under this Section 4(c)(1), Payee shall deliver written notice in the form of Schedule ‘A’ (the “Conversion Notice”) to Maker, by fax or email, specifying the U.S. Dollar amount subject to Conversion (if less than the full sum) (the “Conversion Amount”). Upon delivery by Payee of the facsimile or emailed Conversion Notice, Maker shall promptly send, via fax or email, a confirmation to Payee stating (A) that the Conversion Notice has been received, (B) the date upon which Maker (or its Transfer Agent) expects to deliver the Common Stock issuable upon such conversion (which shall be within ten (10) days), and (C) the name and telephone number of a contact person at Maker (or the Transfer Agent) regarding the Conversion.
(iii) Delivery of Note. If the entirety of this Note is being converted, then Payee shall surrender, or cause to be surrendered, the original of this Note, duly canceled, to Maker at the address listed above, within three (3) Business Days of delivering the fully executed Conversion Notice (the “Delivery Period”). If Payee provides the Maker with a Conversion Notice covering the entirety of the remaining debt due hereunder, but fails to provide Maker with either (i) the original of this Promissory Note or (ii) a reasonable and customary form of “Lost Note Affidavit” by the end of the Delivery Period, then the Conversion Notice shall be considered void and Maker shall not be required to comply with such Conversion Notice (but for the avoidance of doubt, Payee may still issue subsequent Notices of Conversion). Except as discussed in this Section 4(c)(1)(iii), above, upon conversion of any portion of this Note in accordance with the terms hereof, Payee shall not be required to physically surrender this Note to the Maker. Payee and Maker shall maintain records showing the portion of the Note so converted by such Payee and the dates of such conversions or shall use such other method, reasonably satisfactory to such Payee and Maker, so as not to require physical surrender of the Note upon each such conversion. In the event of any dispute or discrepancy, the Parties shall promptly confer reasonably and in good faith regarding the discrepancy to determine whose records are controlling and accurate. A holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any portion of the Note, the outstanding Principal represented by such Note may be less than stated on the face thereof.
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(2) Conversion Price.
(A) In this Note, the “Conversion Price” shall mean at the option of Payee at the time of Conversion either (A) (i) the average Closing Sales Price of Maker’s Common Stock on the Nasdaq market over the thirty (30) Trading Day period ending on the Trading Day immediately preceding the date of the Conversion Notice; (ii) minus a discount of fifteen (15) percent (for example, if that thirty (30)-day average was $5.00, then the Conversion Price would be $4.25); or (B) $3.00. The Conversion Amount shall be Converted into shares of Common Stock of the Maker (the “Shares”) by dividing (i) the Conversion Amount by (ii) the Conversion Price. (For example, if the Conversion Amount were $90,000 and the Conversion Price were $4.50, the Conversion of such debt would result in the issuance to Payee of 20,000 Shares.) Notwithstanding the above, in no event shall the Conversion Price be less than $2.00 (the “Floor Price”).
(B) “Closing Sales Price” means the last sales price of the Maker’s common stock on the Principal Market as reported by NASDAQ.com (or a comparable reporting service of national reputation)(collectively, “NASDAQ.com”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by OTC Markets, in each case for such date or, if such date was not a Trading Day for such security, on the next preceding date that was a Trading Day. If the Closing Sales Price cannot be calculated for such security as of either of such dates on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value as reasonably determined by the Parties.
(C) “Principal Market” means initially the NASDAQ Capital Market and shall also include the New York Stock Exchange, NYSE American, the OTCQB, OTCQX or the NASDAQ National Market, whichever is at the time the principal trading exchange or market for the Common Stock, based upon share volume.
(D) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).
(3) Restricted Shares. Unless the Shares are covered by a valid and effective registration under the Securities Act of 1933, as amended (the “Securities Act”) or the Conversion Notice provided by Payee includes a valid opinion from an attorney stating that such shares of Common Stock issuable in connection with the Conversion Notice can be issued free of restrictive legend, which shall be determined by Maker in its sole discretion, such shares shall be issued with a standard Rule 144 restrictive legend (i.e., as “Restricted Shares”). In the event such Shares are separately covered by a contractual lock-up and/or restriction, such Shares shall be issued, in the reasonable discretion of Maker, with a legend disclosing such contract lock-up and/or restriction.
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(4) Delivery of Common Stock upon Conversion. Upon the receipt of a Conversion Notice, Maker (itself, or through its Transfer Agent) shall, no later than the fifth (5^th^) Business Day following the date of such receipt (subject to the surrender of this Note or a Lost Note Affidavit, if and as applicable) issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to Payee or its nominee a certificate representing the Shares or at the option of the Payee, issue such Shares in book-entry/non-certificated form. Notwithstanding the foregoing, if Maker’s Transfer Agent is participating in the Depository Trust Corporation (“DTC”) **** Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and Payee thereof is not then required to return such certificate for the placement of a legend thereon, Maker shall cause its Transfer Agent to promptly electronically transmit the Common Stock issuable upon conversion to Payee by crediting the account of Payee or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). **** If the aforementioned conditions to a DTC Transfer are not satisfied, Maker shall deliver as provided above to Payee physical certificates representing the Common Stock issuable upon Conversion. Further, Payee may instruct Maker to deliver to Payee physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.
(5) Conversion Disputes. In the case of any dispute with respect to a Conversion, Maker shall promptly issue such number of shares of Common Stock in accordance herewith as are not disputed. If such dispute is not promptly resolved by discussion between Maker and Payee, Maker shall submit the disputed issues to an independent outside accountant (reasonably acceptable to Payee) within ten (10) Business Days of receipt of the Conversion Notice. The accountant, at Maker’s expense, shall promptly audit the calculations and notify the Maker and Payee of the results no later than five (5) Business Days from the date it receives the disputed calculations. The accountant’s calculation shall be subject to de novo appeal via arbitration in accordance with Section 12.6 of the Purchase Agreement. Maker shall then issue the appropriate number of shares of Common Stock in accordance with the above.
(6) General Conversion Provisions.
(A) Conversion calculations pursuant to Section 4, shall be rounded to the nearest whole share of Common Stock.
(B) If the Maker at any time or from time to time after the date hereof effects a subdivision of its outstanding Common Stock, the Conversion Price and Floor Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Maker at any time or from time to time on or after the date hereof combines its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price and Floor Price then in effect immediately before the combination shall be proportionately increased, in each case equitably by the Board of Directors of the Maker to take into account such increase/decrease in outstanding shares of Common Stock.
(C) Following the effective time of any Conversion, all rights of Payee with respect to the amount of this Note converted, will terminate, except only for the rights of any such Payee to receive the Shares which this Note has been Converted.
Prepayments. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty.
Events of Default & Remedies.
(a) Obligors. As used herein, the term “Obligor” means the Maker and any guarantor of, or any pledgor, mortgagor or other person or entity providing collateral support for, the Maker’s obligations to the Payee existing on the date of this Note or arising in the future.
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(b) Events of Default. The occurrence of any of the following events shall be deemed an “Event of Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or any Obligor’s failure to observe or perform any covenant or other agreement, under or contained in any Transaction Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to the Payee, following any applicable cure period set forth in such applicable Transaction Document; (iii) if any Obligor is insolvent as defined in 11 U.S.C. §548, or files or becomes the subject of a filing under any state or federal bankruptcy, insolvency or similar proceeding, including under 11 U.S.C. §101 et seq., and including any action or proceeding involving (A) any assignment by any Obligor for the benefit of creditors, (B) any levy, garnishment, attachment or similar action against its material property, or (C) the imposition of a receivership or trustee arrangement over the Obligor’s property (a “Bankruptcy” action), provided that in the case of becoming subject to any involuntary state or federal bankruptcy, insolvency or similar proceeding, including under 11 U.S.C. §101 et seq., or any involuntary action described in (B) and (C) above, the Obligor shall have sixty (60) days to dismiss such filing or action described in (B) and (C) above, before such event shall be deemed an Event of Default (unless it fails to begin seeking dismissal within the first thirty (30) days); (iv) a default with respect to any other indebtedness of any Obligor for borrowed money in an amount exceeding $1,000,000, if the effect of such default is to cause or permit the acceleration of such debt; (v) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to the Payee, which is not dismissed within thirty (30) days; (vi) the entry of a final non-appealable judgment against any Obligor in an amount exceeding $1,000,000, and the failure of such Obligor to discharge the judgment within 10 days of the entry thereof; (vii) any change in any Obligor’s business, assets, operations, financial condition or results of operations that has or could reasonably be expected to have a material adverse effect on any Obligor; (viii) any Obligor ceases doing business as a going concern; (ix) any material representation or warranty made by any Obligor to the Payee in any Transaction Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Payee, is false, erroneous or misleading in any material respect, following any applicable cure period set forth in such applicable Transaction Document; or (x) the revocation or attempted revocation, in whole or in part, of any payment obligation or guarantee by any Obligor.
(c) Remedies. Upon the occurrence of an Event of Default: (i) if an Event of Default specified in Section 6(b)(iii) above shall occur, the outstanding Principal and accrued interest hereunder, together with any additional amounts payable hereunder, shall be immediately due and payable without demand or notice of any kind; (ii) if any other Event of Default shall occur, the outstanding Principal and accrued interest hereunder, together with any additional amounts payable hereunder, at the Payee’s option (in its sole discretion) with written notice to the Maker (within thirty (30) days thereafter) and without demand or notice of any kind (except for such written notice to Maker of such acceleration), may be accelerated and become immediately due and payable; (iii) at the Payee’s option, this Note shall bear interest at the Default Rate from the date of the occurrence of the Event of Default until payment in full; and (iv) the Payee may exercise from time to time any of the rights and remedies available under the Transaction Documents or under applicable law.
(d) Enforcement Costs. Maker shall pay upon demand, to the maximum extent permitted by law, all fees, costs, and expenses incurred by the Payee in the enforcement of its rights in and under this Note, including without limitation the fees and expenses of Payee’s counsel.
(e) Default Interest. Upon the occurrence of any Event of Default (as hereinafter defined), at the Payee’s option (in its sole discretion), with written notice to Maker (within thirty (30) days thereafter), all outstanding amounts due and payable under this Note shall bear interest at the Default Rate. The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Payee’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Payee’s exercise of any rights and remedies hereunder, under the other Transaction Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Payee may employ. In addition, the Default Rate reflects the increased credit risk to the Payee of carrying an account receivable that is in default. Maker agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Payee, and that the actual harm incurred by the Payee cannot be estimated with certainty and without difficulty.
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(f) Cumulative Remedies. The remedies of Payee under this Note or any other Transaction Document, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together in Payee’s discretion.
(g) Notice. Notwithstanding the notice obligations in Section 6(c) and 6(e) hereof, if Payee failed to timely give notice within the indicated periods, (i) that shall not partially or wholly void, invalidate, nullify, or otherwise jeopardize the acceleration or application of default interest (as the case may be), except solely to the extent (if any) to which Maker is materially prejudiced by the delay in such notice, and (ii) that shall be irrelevant and of no consequence whatsoever if Maker receives actual notice of Payee’s action or decision in some other manner.
Indemnity. Maker hereby agrees to and shall indemnify the Payee, each person or legal entity, if any, which controls, is controlled by or is under common control with the Payee, and each of their respective shareholders, members, partners, directors, managers, officers, agents, and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) (each, a “Claim”) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of Maker), in connection with, arising out of, or relating to the matters referred to in this Note or in the other Transaction Documents, including with respect to any (i) breach of a representation or warranty by Maker or any other Obligor, (ii) breach by Maker or any other Obligor of a Transaction Document; (c) negligence, fraud, or willful misconduct by Maker or any other Obligor; provided, however, that the foregoing indemnity agreement shall not apply to any Claim that is determined by a court of competent jurisdiction in a final, non-appealable judgment to have been solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this paragraph shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Maker may participate at its expense in the defense of any such action or claim.
Maker’s Representations & Warranties.
(a) Corporate Representations. Maker is a for-profit corporation, duly formed, validly existing and in good standing under the laws of the state of Nevada, with all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Maker is duly qualified to transact business under the laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification. Maker has all necessary power and authority to execute and deliver this Note, to carry out its obligations hereunder, and to consummate the transactions contemplated herein. The execution, delivery, and performance of this Note have been duly and validly authorized by all necessary action on the part of Maker, and upon execution and delivery to Payee, constitutes the valid, binding, and enforceable obligation of Maker, enforceable in accordance with its respective terms (subject to Bankruptcy laws and principles of equity).
(b) No Conflicts. Maker’s execution, delivery, and performance of this Note: (i) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated herein or in the Transaction Documents and (ii) do not or will not violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (A) any term or provision of Maker’s Articles of Incorporation, Bylaws, or Certificates of Designation, (B) any contract of Maker, (C) any obligation of Maker under the rules or requirements of any stock exchange on which its shares are currently traded, or (D) any permit, franchise, license, stock exchange or other governmental approval procured and maintained by Maker.
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- Waivers; Non-waivers.
(a) The Maker, Obligors, and all other makers and indorsers of this Note hereby forever waive presentment for payment, demand, protest, notice of dishonor, notice of demand, notice of non-payment, notice of intent to accelerate and notice of acceleration, and any other notice of any kind. Maker also waives all defenses based on suretyship or impairment of collateral. Maker hereby further waives and renounces, to the fullest extent permitted by law, all rights to the benefits of any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead now or hereafter provided by the Constitution and laws of the United States of America and/or of any state thereof, both as to itself and in and to all of its property, real and personal, in respect of the enforcement and collection of the obligations evidenced by this Note or the other Transaction Documents.
(b) No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by any applicable laws; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Payee agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
(c) Maker is and shall be obligated to pay principal, interest and any and all other amounts which become payable hereunder or under the other Transaction Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction and without any reduction for counterclaim or setoff. In the event that at any time any payment received by Payee hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Bankruptcy law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Maker and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.
- Miscellaneous.
(a) Obligations. If this Note is executed by more than one Maker (at inception or subsequently), the obligations of such persons or entities hereunder shall be joint and several.
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(b) Incorporation by Reference.
(1) The Maker hereby incorporates by reference all of the “Miscellaneous Provisions” set forth in Article XIII of the SPA, as if fully set forth herein, with only those (i) contextual changes which are necessary and appropriate given their inclusion in this Note (e.g., the substitution of “Purchaser” with “Maker,” and “Seller” with “Payee”); and (ii) the following specific changes: (A) notwithstanding Section 13.3 of the SPA, Maker shall not assign or delegate any portion or all of this Note to any third party; and (B) Section 13.18 of the SPA shall not apply to this Note (i.e., Maker shall deliver a hard-copy, “wet-signature” original of this Note to Payee).
(2) Notwithstanding this incorporation by reference (and any other term hereof), the Parties’ mutual intention is for this Note to be valid, binding, and enforceable as a stand-alone document, independently of the SPA, subject only to defenses which may be lodged to the enforcement of a promissory note and not those solely applicable to a contract.
(c) Scrivener’s Errors. Payee may modify this Note for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Payee shall send a copy of any such modification to the Maker (which notice may be given by electronic mail).
(d) Time of the Essence. Time is of the essence in the payment of all amounts due hereunder.
(e) Amendment and Waiver. Any term of this Note may be amended, modified, supplemented, or waived with the written consent of the Maker and the Payee.
[The remainder of this page is intentionally blank and the signature page follows.]
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[Signature Page to Promissory Note]
IN WITNESS WHEREOF, the Maker has executed this Promissory Note instrument as of the date set forth above.
| MAKER | |
|---|---|
| Golden Matrix Group, Inc.,<br> <br>a Nevada corporation | |
| By: | /s/ Anthony Brian Goodman |
| Name: | A. Brian Goodman |
| Title: | President |
| Date: | June 17, 2024 |
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Schedule ‘A’
to Deferred Cash
Convertible Promissory Note
Form of
Conversion Notice
***
Conversion Notice
Introduction:
This Conversion Notice (this “Conversion Notice”) is executed by the undersigned holder (the “Holder”) in connection with the conversion of debt evidenced by a Deferred Compensation Convertible Promissory Note (the “Deferred Cash Promissory Note”) due and payable by Golden Matrix Group, Inc., a Nevada corporation (the “Corporation”) to the order of the Holder. Defined terms used herein, but not otherwise defined have the meanings given to such terms in the Deferred Cash Promissory Note.
Conversion:
In accordance with and pursuant to such Deferred Compensation Promissory Note, the Holder hereby elects to convert the following Conversion Amount into the following Shares of Common Stock of the Corporation as of the date specified below:
| Conversion Amount: | USD $______________ |
|---|
| Conversion Price (see Section 4(c)(2)(A) of the Deferred Compensation Promissory Note): | USD $_________/Share |
| Shares to be Issued (divide the Conversion Amount by the Conversion Price, and around up to the nearest whole Share) | ______________ Shares |
| Name of Person/Entity Taking Title to Shares | [Aleksandar Milovanovic] |
| Address: | |
| SS#/EIN# | |
Delivery of Shares:
Pursuant to this Conversion Notice, the Corporation shall deliver the applicable number of shares of Common Stock (the “Shares”) issuable in accordance with the terms of the Deferred Compensation Promissory Note as set forth above. If Shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The Holder acknowledges and confirms that the Shares issued pursuant to this Conversion Notice will, to the extent not previously registered by the Corporation under the Securities Act, be Restricted Shares, unless the Shares are covered by a valid and effective registration under the Securities Act or this Conversion Notice includes a valid opinion from an attorney stating that such Shares can be issued free of restrictive legend, which shall be determined by the Corporation in its sole discretion.
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Authority:
Any individual executing this Conversion Notice on behalf of a person or entity has authority to act on behalf of such person or entity and has been duly and properly authorized to sign this Conversion Notice on behalf of such person or entity.
| Holder’s Signature: |
|---|
| Printed Name of Holder: | |
| Printed Name of Signatory (if not the Holder): | |
| Printed Title of Signatory (if not the Holder): | |
| Date of Signature: | , 202 |
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gmgi_ex103.htm EXHIBIT 10.3
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
Between
Golden Matrix Group Inc.
and
Anthony Brian Goodman
This First Amendment to First Amended and Restated Employment Agreement (this “Amendment”), dated June 18, 2024 and effective June 1, 2024 (the “Effective Date”), amends that certain First Amended and Restated Employment Agreement dated September 16, 2022 (the “Employment Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Company”) and Anthony Brian Goodman (the “Executive”). The Company and the Executive are referred to as the “Parties” and individually as a “Party”. Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Employment Agreement.
WHEREAS, the Company and the Executive desire to enter into this Amendment to amend the Employment Agreement on the terms and subject to the conditions set forth below
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency thereof, the Parties hereto agree as follows:
- Amendments to Employment Agreement. Effective as of the Effective Date:
(a) Section 4.1 of the Employment Agreement is amended and restated to read in its entirety as follows:
“4.1 Basic Salary
During the period that the Executive serves the Company under this agreement, the Company must pay the Executive the Basic Salary, determined under this clause 4, in equal monthly payments by, or as otherwise agreed between the parties.”
(b) Section 4.2 of the Employment Agreement is amended and restated to read in its entirety as follows:
“4.2 Starting Salary
The “Basic Salary” is Three Hundred and Ninety-Six Thousand per annum ($396,000.00 USD) plus Superannuation as mandated by the Australian Government - Superannuation Guarantee (Administration) Act 1992.”
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.
EXECUTED AS AN AGREEMENT
EXECUTED FOR AND ON BEHALF OF
Golden Matrix Group Inc.
by authority of its Board Member: Thomas McChesney
/s/ Thomas McChesney
EXECUTED FOR AND ON BEHALF OF
Golden Matrix Group Inc.
by authority of its Board Member: Murray Smith
/s/ Murray Smith
SIGNED SEALED AND DELIVERED
by the said Anthony Brian Goodman
/s/ Anthony Brian Goodman
First Amendment to First Amended and Restated Employment Agreement
Golden Matrix Group, Inc. and Anthony Brian Goodman
Page 2 of 2
gmgi_ex104.htm EXHIBIT 10.4
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
Between
Golden Matrix Group Inc.
and
Weiting Feng
This First Amendment to First Amended and Restated Employment Agreement (this “Amendment”), dated June 18, 2024 and effective June 1, 2024 (the “Effective Date”), amends that certain First Amended and Restated Employment Agreement dated September 16, 2022 (the “Employment Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Company”) and Weiting Feng (the “Executive”). The Company and the Executive are referred to as the “Parties” and individually as a “Party”. Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Employment Agreement.
WHEREAS, the Company and the Executive desire to enter into this Amendment to amend the Employment Agreement on the terms and subject to the conditions set forth below
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency thereof, the Parties hereto agree as follows:
- Amendments to Employment Agreement. Effective as of the Effective Date:
(a) Section 4.1 of the Employment Agreement is amended and restated to read in its entirety as follows:
“4.1 Basic Salary
During the period that the Executive serves the Company under this agreement, the Company must pay the Executive the Basic Salary, determined under this clause 4, in equal monthly payments by, or as otherwise agreed between the parties.”
(b) Section 4.2 of the Employment Agreement is amended and restated to read in its entirety as follows:
“4.2 Starting Salary
The “Basic Salary” is Two Hundred and Sixteen Thousand per annum ($216,000.00 USD) plus Superannuation as mandated by the Australian Government - Superannuation Guarantee (Administration) Act 1992.”
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.
EXECUTED AS AN AGREEMENT
EXECUTED FOR AND ON BEHALF OF
Golden Matrix Group Inc.
by authority of its Board Member: Thomas McChesney
/s/ Thomas McChesney
EXECUTED FOR AND ON BEHALF OF
Golden Matrix Group Inc.
by authority of its Board Member: Murray Smith
/s/ Murray Smith
SIGNED SEALED AND DELIVERED
by the said Weiting Feng
/s/ Weiting Feng
First Amendment to First Amended and Restated Employment Agreement
Golden Matrix Group, Inc. and Weiting Feng
Page 2 of 2
gmgi_ex105.htm EXHIBIT 10.5
EMPLOYMENT AGREEMENT
Between
Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd
and
Zoran Milosevic
THIS EMPLOYMENT AGREEMENT is made the 18th day of June 2024, effective on the 1^st^ of June 2024.
BETWEEN: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd of: Bulevar Mihajla Pupina 10B 11070 Novi Beograd Republic of Serbia (the "Company")
AND: Zoran Milosevic (the “Executive”)
RECITALS:
| A. | The Company has agreed to employ the Executive and the Executive has agreed to accept the appointment as Chief Executive Officer of the Company on the terms contained in this agreement. |
|---|---|
| B. | Term of Employment. Except as otherwise provided below, the Company shall employ Executive for the period commencing on the Start Date and ending on August 20, 2026. At the expiration of the original term or any extended term (each a “Renewal Date”), Executive’s employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall give written notice to the other of its intention not to renew such employment at least three months prior to such Renewal Date. |
| D. | The parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, subject to the terms of this agreement. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with the Company as discussed below. |
THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this agreement, the receipt and sufficiency of which is confirmed by the parties, to the following:
| 1. | DEFINITIONS AND INTERPRETATION |
|---|
| 1.1 | Definitions |
|---|---|
| Basic Salary means the basic salary package of the Executive as adjusted under clause 4.2;<br> <br><br> <br>Board means the board of directors of the Company;<br> <br><br> <br>Business Day means a date other than a Saturday or Sunday, where the banks are generally open for business in Serbia.<br> <br><br> <br>Calendar Quarter means any of the following during any calendar year: the three (3) month period ending March 31, June 30, September 30 or December 31; |
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| Change of Control means the happening of any of the following without the prior written approval of Executive:<br> <br><br> <br>(i) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities;<br> <br><br> <br>(ii) A merger or consolidation of the Company whether or not approved by the Directors of the Company, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or<br> <br><br> <br>Closing Sales Price means the last sales price of the common stock of Golden Matrix on the Nasdaq Capital Market as reported by NASDAQ.com (or a comparable reporting service of national reputation selected by the Company (collectively, “NASDAQ.com”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc., in each case for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day;<br> <br><br> <br>Committee means the Compensation Committee or Audit Committee of the Board of Directors of Golden Matrix;<br> <br><br> <br>Expert means an individual appointed under clause 15(a), (b) or (c), by the mutual approval of the Company and the Executive;<br> <br><br> <br>Golden Matrix means the Company’s parent company, Golden Matrix Group, Inc.;<br> <br><br> <br>Group means the Company and any subsidiary company;<br> <br><br> <br>Group Company means the Company or any direct or indirect subsidiary of the Company, and any direct or indirect parent of the Company;<br> <br><br> <br>Information means any information in respect of the Company's business which is not in the public domain and includes, but is not limited to, any document, book, account, process, patent, specification, drawing, design or know-how which:<br> <br><br> <br>(a) comes to the notice of the Executive in the course of the Executive's employment; or<br> <br><br> <br>(b) is generated by the Executive in the course of performing the Executive's obligations. |
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| Month means calendar month;<br> <br><br> <br>Monthly Salary has the meaning given to such term in Section 4.2;<br> <br><br> <br>Quarterly Average means the average of the Closing Sales Prices of Golden Matrix’s common stock on the Nasdaq Capital Market on the last trading day of each month during the applicable Calendar Quarter (or portion thereof);<br> <br><br> <br>Quarterly Salary has the meaning given to such term in Section 4.2;<br> <br><br> <br>Quarterly Salary Shares has the meaning given to such term in Section 4.1;<br> <br><br> <br>Start Date means the June 1, 2024;<br> <br><br> <br>Salary Review Date means every 12 months after the Start Date; and<br> <br><br> <br>Termination Date means the date when the Executive ceased to be employed by the Company. |
|---|
| 1.2 | Interpretation |
|---|---|
| In this agreement, headings are for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires: |
| (a) | a reference to termination of this agreement includes a reference to termination of the Executive's contract of employment; |
|---|
| (b) | words importing the singular include the plural and vice versa; |
| (c) | words importing a gender include any gender; |
| (d) | other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning; |
| (e) | an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa; |
| (f) | a reference to anything (including, but not limited to, any right) includes a part of that thing; |
| (g) | a reference to a party to a document includes that party's successors and permitted assigns; |
| (h) | a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and |
| (i) | a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement. |
| 2. | APPOINTMENT |
|---|---|
| Executive shall serve as Chief Executive Officer of the Company pursuant to the terms of this agreement and the Executive accepts that appointment. |
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| 3. | DUTIES OF EXECUTIVE |
|---|
| 3.1 | General Duties |
|---|---|
| The Executive must: |
| (a) | devote his full time, attention and skill during normal business hours, and at other times as reasonably necessary, to the duties of office; |
|---|---|
| (b) | faithfully and diligently perform the duties and exercise the powers consistent with the position of a Chief Executive Officer; |
| (c) | provide his services in a proper, efficient, diligent and competent manner and so as to promote the development of the Company; |
| (d) | act at all times with the utmost good faith to promote the welfare and interests of the Company; |
| (e) | at all times comply with the then current business plan of the Company, as approved by the Board of Directors of the Company; and |
| (f) | at all times maintain accurate and complete financial records of all financial transactions undertaken in the performance of these services and in the operations of the Company. |
| 3.2 | Non-Exclusive |
|---|---|
| The Company acknowledges that the Executive will be entitled to continue his involvement with None. |
| 4. | REMUNERATION |
|---|
| 4.1 | Basic Salary |
|---|---|
| During the period that the Executive serves the Company under this agreement, the Company must pay the Executive an annual salary, pro-rated for partial periods, equal to the Basic Salary, determined under this clause 4. The Monthly Salary shall be payable in equal monthly payments by, or as otherwise agreed between the parties. The Quarterly Salary shall be paid by Golden Matrix by the fourth (4^th^) day following the end of each Calendar Quarter, in cash, or at the option of the Chief Executive Officer of Golden Matrix, shares of common stock (the “Quarterly Salary Shares”).<br> <br><br> <br>If paid in Quarterly Salary Shares, the total Quarterly Salary Shares shall equal the Quarterly Salary due for the applicable Calendar Quarter (or portion thereof), divided by the Quarterly Average, rounded to the nearest whole share. Quarterly Salary Shares shall be issued under an equity compensation plan approved by the stockholders of Golden Matrix. |
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| 4.2 | Starting Salary |
|---|---|
| The Basic Salary is Three Hundred and Ninety-Six Thousand dollars per annum ($396,000.00 USD), of which (a) One Hundred and Seventy-Four Thousand Two Hundred and Forty dollars ($174,240), which shall be paid monthly (the “Monthly Salary”); and (b) Two Hundred and Twenty-One Thousand Seven Hundred and Sixty dollars ($221,760), which shall be paid quarterly (the “Quarterly Salary”), each pro-rated for partial periods, as discussed in Section 4.1, above. |
| 4.3 | Salary Review |
|---|
| (a) | The Basic Salary (and the breakdown between Monthly Salary and Quarterly Salary) is subject to review by the Committee, on each Salary Review Date. |
|---|---|
| (b) | The Basic Salary for the period after a review is the amount per annum agreed between the Executive and the Committee, subject to an increase of no less than 10% per annum. |
| (c) | At each review, the Basic Salary may be increased having regard to: |
| (i) | the cost of living; |
|---|---|
| (ii) | the responsibilities of the Executive and remuneration available in the workforce outside the Company for a person with responsibilities and experience equivalent to those of the Executive; and |
| (iii) | the performance of the Executive. |
| (d) | Increases in such Basic Salary (and the breakdown between Monthly Salary and Quarterly Salary) shall be documented in the Company’s records, but shall not require the parties enter into a new or amended form of this agreement. |
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| 4.4 | Other Benefits. |
|---|---|
| Executive shall be entitled to participate in the Company’s Executive stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time (including, without limitation, any incentive program or discretionary bonus program of the Company which may be implemented in the future by the Board), to the extent and on such terms and conditions as the Company customarily makes such plans available to its senior Executives. |
| 5. | BONUS AND/OR INCENTIVES |
|---|
| 5.1 | The Board at their discretion will create an executive cash bonus plan. The bonus will align shareholder values with the bonus plan. The Board will set executive goals with the executives that reward the plans successful completion. |
|---|---|
| 5.2 | The Company may with the express agreement of the Executive, satisfy any bonus payment by the granting of shares or other interests in Golden Matrix (or any other company acceptable to the Executive). |
| 5.3 | Golden Matrix may issue options to Executive from time to time. |
| 5.4 | The Board of Directors of Golden Matrix or Compensation Committee of Golden Matrix may award the Executive bonuses from time to time, in their discretion, in cash, stock or other securities of the Golden Matrix. |
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| 6. | EXPENSES |
|---|
| (a) | The Company must reimburse the Executive for reasonable out-of-pocket expenses incurred by the Executive on Company business including but not limited to travel and entertainment. |
|---|---|
| (b) | The Company may require evidence of expenses incurred by the Executive. |
| The Committee of Golden Matrix in conjunction with the Board of Golden Matrix may approve any variations to this Clause provided that such variations are with the Executive’s consent. |
| 7. | LEAVE |
|---|
| 7.1 | Leave Entitlements |
|---|
| (a) | The Executive is entitled to public holidays, and holiday leave in conformity with Serbian statutory entitlements. |
|---|---|
| (b) | The Executive must take annual leave at a period or periods agreed between the Company and Executive. The Company’s consent shall not be unreasonably withheld. |
| (c) | Annual leave entitlements shall accrue on a pro rata basis during the first year of the Executive’s employment by the Company and, thereafter, upon each anniversary of the Employment Date, as provided in Serbia. |
| 7.2 | Accrued Leave |
|---|---|
| Subject to any statutory provision, the Company may require the Executive to take any significant accrued leave entitlement. |
| 8.3 | Special Leave |
|---|---|
| The Executive will in each period of twelve months be entitled to seven days special leave. Any untaken special leave is not cumulative and you are required to notify the Company as soon as possible on the day of any absence if you are taking special leave. You will not be entitled to a lump sum payment for unused special leave at the termination of your employment. |
| 8. | PAYMENT DURING ABSENCE ON MEDICAL GROUNDS |
|---|
| 8.1 | Sick Leave Entitlement |
|---|
| (a) | The Company must continue to pay the Executive's salary in full during any absences on medical grounds up to a maximum total of 14 Business Days absence in any period of 12 Months or whatever minimum that may be dictated by local Serbian legislation. |
|---|---|
| (b) | The Executive’s sick leave entitlement under clause 8.1(a) arises on the Start Date of this agreement and is renewed on each anniversary of that date. |
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| 8.2 | Sick Leave Not Cumulative |
|---|---|
| The Executive's sick leave entitlement under clause 8.1(a) is not cumulative from year to year. |
| 8.3 | Evidence of Illness or Injury |
|---|---|
| The Executive must, if the Company so requires, provide evidence to the reasonable satisfaction of the Company that any absence was due to illness or involuntary injury. |
| 8.4 | Compensation |
|---|
| (a) | If the Executive's absence is due to any actionable negligence of a third party for which damages are or may be recoverable then all money paid by the Company under clause 8.1(a) is a loan to the Executive. |
|---|---|
| (b) | The Executive must immediately notify the Company of any claim, compromise, settlement or judgment made or awarded to the Executive in respect of any absence from work as a result of the negligence of a third party. |
| (c) | If the Company requires, the Executive must refund to the Company an amount of the money advanced to the Executive for the period of incapacity which is equivalent to any compensation the Executive received for lost wages and other emolument. |
| 9. | CONFIDENTIALITY |
|---|
| 9.1 | Executive's Obligations |
|---|---|
| The Executive must: |
| (a) | keep any information secret and confidential, except to the extent that the Executive is required by law to disclose it; |
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| (b) | take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any information; and |
|---|---|
| (c) | not disclose information to any third party without first obtaining the written consent of the Board except in the ordinary and proper course of employment with the Company. |
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For the sake of clarity, nothing in this Section 9 prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Group Company to make any such reports or disclosures and Executive is not required to notify the Group Company that he has made such reports or disclosures. Executive further understands that this Agreement does not limit Executive’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Group Company. This Agreement does not limit Executive’s right to receive an award for information provided to any government agencies, including, but not limited to under Rule 21F-17(a) under the Securities Exchange Act of 1934, as amended, or other rules or regulations implemented under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act. Executive acknowledges, agrees, and understands that (i) nothing in this Agreement prohibits him from reporting to any governmental authority or attorney information concerning suspected violations of law or regulation, provided that Executive does so consistent with 18 U.S.C. § 1833, and (ii) Executive may disclose trade secret information to a government official or to an attorney and use it in certain court proceedings without fear of prosecution or liability, provided that Executive does so consistent with 18 U.S.C. § 1833.
| 10.1 | Survival of Obligations |
|---|---|
| The Executive's obligations under this clause survive the termination of this agreement. |
| 11. | PROTECTION OF THE COMPANY'S INTERESTS |
|---|
| 11.1 | Restricted Areas and Restricted Activities |
|---|
| (a) | For the purposes of clause 11.1(b) the expression "competitive with the business of the Company" means in competition with the business of providing and marketing of Gaming Intellectual Property, Online Raffles, Lotteries, Tournaments, Competition’s and Sportsbook operations and technology. |
|---|---|
| (b) | Subject, to clause 11.2(b), 3.2 and in consideration for $10 and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Executive must not, without the prior written consent of the Company do any of the following: |
| (i) | directly or indirectly carry on (whether alone, in partnership or in joint venture with anyone else) or otherwise be concerned with or interested in (whether as trustee, principal, agent, shareholder, unit holder or in any other capacity) in a similar or competitive business in the U.S.A., the U.K., Malta, Serbia, Montenegro, Cyprus, Tanzania, Kenya, Belgium, Peru, Curacao, South Africa and Bosnia for a period of 1 year from the Termination Date; |
|---|---|
| (ii) | at any time induce or attempt to include any director, manager or Executive of the Group Company to terminate his employment with the Group Company, whether or not that person would commit a breach of that person's contract of employment; or |
| (iii) | directly or indirectly accept or solicit, in any capacity, the business of any customer of the Group Company with whom Executive worked or otherwise had access to during the last year of Executive’s employment with the Company, or solicit, directly or indirectly, or encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or otherwise interfere with such business relationships, for a period of 1 year from the Termination Date. |
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| 11.2 | Restraints Reasonable |
|---|
| (a) | The Executive and the Company consider the restraints contained in this clause to be reasonable and intend the restraints to operate to the maximum extent. |
|---|---|
| (b) | If these restraints: |
| (i) | are void as unreasonable for the protection of the interests of the Company; and |
|---|---|
| (ii) | would be valid if part of the wording was deleted or the period or area was reduced, then the restraints will apply with the modifications necessary to make them effective. |
| 11.3 | Restraints Independent |
|---|---|
| The restraints contained in this clause are separate, distinct and several, so that the unenforceability of any restraint does not affect the enforceability of the other restraints. |
| 11.4 | Acknowledgments by Executive |
|---|---|
| The Executive acknowledges that: |
| (a) | the Executive will obtain information concerning the business and finances of the Company and Group Companies including trade secrets and industrial processes; |
|---|---|
| (b) | disclosure of Information could materially harm the Company; |
| (c) | the restrictive covenants contained in this clause are reasonable and necessary for the protection of the goodwill of the Group Companies; |
| (d) | the remedy of damages may be inadequate to protect the interests of the Group Companies and the Group Companies are entitled to seek and obtain injunctive relief, or any other remedy, in any Court; and |
| (e) | in view of the importance of the restraints contained in this clause for the protection of the proprietary interests of the Group Companies, this clause will survive the termination of the Executive's employment with the Company in all circumstances including repudiation by the Company of the remainder of this agreement. |
| 12.1 | Survival of Obligations |
|---|---|
| The Executive's obligations under this clause 12 shall survive the termination of this agreement. |
| 12.2 | Definition |
|---|---|
| The expression Termination Date means the date when the Executive ceases to be employed by the Company. |
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| 13. | RESTRICTIONS ON OTHER ACTIVITIES OF THE EXECUTIVE |
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| 13.1 | Inducements |
|---|---|
| Other than under this agreement, the Executive must not accept any payment or other benefit as an inducement or reward for any act in connection with the business of the Company or any Group Company. This clause does not prevent the Executive receiving any dividend arising from him holding shares in the Company or any Group Company. |
| 14. | TERMINATION |
|---|
| 14.1 | Termination because of Illness |
|---|---|
| The Company may terminate this agreement by not less than 2 Weeks notice in writing if it is adjudicated under part 15 that the Executive: |
| (a) | is incapacitated by illness or accident as certified by an independent medical officer for an accumulated period of 6 Months in any 24 Month period; or |
|---|---|
| (b) | is advised by an independent medical officer that the Executive's health has deteriorated to a degree that it is advisable for the Executive to cease working permanently for the Company. |
| 14.2 | Immediate Termination by the Company |
|---|---|
| The Company may terminate this agreement immediately if it is adjudicated under part 15 that the Executive: |
| (a) | Commits any act of dishonesty, fraud, willful disobedience, misconduct or breach of duty, as determined in the reasonable discretion of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Executive); |
|---|---|
| (b) | undertakes any of the activities described in clause 11.1 during his employment by the Company, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Executive); |
| (c) | willfully, persistently and materially breaches this agreement and does not remedy the breach within 14 days after receipt of notice in writing from the Company specifying the breach, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Executive); or |
| (d) | is of unsound mind or becomes liable to be dealt with under any law relating to mental health, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Executive). |
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| 14.3 | Immediate Termination by the Executive |
|---|---|
| The Executive may terminate this agreement immediately upon, and for a period of thirty (30) days following, the occurrence of any of the following: |
| (a) | the Company has gone into receivership or liquidation; |
|---|---|
| (b) | any amount payable by the Company to the Executive under this agreement remains unpaid for more than 14 days after the Executive has given written notice of default to the Company; |
| (c) | without Executive’s consent, his position or duties are modified by the Company to such an extent that his duties are no longer consistent with the position of Chief Executive Officer of the Company; |
| (d) | there has been a material breach by the Company of a material term of this Agreement or Employee reasonably believes that the Company is violating any law which would have a material adverse effect on the Company’s operations and such violation continues uncured following thirty (30) days after such breach and after notice thereof has been provided to the Company by the Executive, or |
| (e) | Executive’s compensation as set forth hereunder is reduced without Executive’s consent, or the Company fails to pay to Executive any compensation due to him hereunder upon fifteen (15) days written notice from Executive informing the Company of such failure. |
| 14.4 | Severance Pay |
|---|---|
| If the Executive’s employment herein is terminated (a) by the Company without "Cause", except for a reason set forth in Section 14.1 or 14.2 hereof, or (b) by the Executive pursuant to Section 14.3 hereof (each a “Severance Termination”), the Company shall pay the Executive severance pay in an amount equal to (a) a lump sum cash severance payment equal to the sum of (i) 18 months of Executive’s then current annual Basic Salary plus (ii) an amount equal to Executive’s targeted bonus for the year of termination (such total payment referred to herein as the “Severance Payment”); (b) Executive shall be entitled to a lump sum cash bonus payment based on prior service in an amount equal to the sum of (i) any unpaid bonus for the prior year that would have been paid had Executive not been terminated prior to such payment plus (ii) Executive’s targeted bonus for the year of termination multiplied by the number of days in such year preceding the termination date, divided by 365; additionally and notwithstanding anything to the contrary in any equity award agreement, any unvested stock options or other equity compensation (including, but not limited to restricted stock units (RSUs)) previously granted to the Executive will vest immediately upon such termination and in the case of stock options, shall be exercisable by the Executive until the earlier of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances. For purposes of this Agreement, the term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in the course of his employment hereunder or the Executive's ability to perform adequately and effectively his duties hereunder as determined in the reasonable good faith determination of the independent members of the Board of Directors of Golden Matrix.<br> <br><br> <br>Additionally, in the event of a Severance Termination, unvested equity benefits (including options, unvested RSU’s or unvested equity awards) will vest immediately upon such termination. Executive shall be entitled to no other post-employment benefits except as provided for under this Section 14.4 and for benefits payable under applicable benefit plans in which Executive is entitled to participate through the termination date, subject to and in accordance with the terms of such plans. |
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| 14.5 | Termination Payment |
|---|---|
| Except as set forth under Section 14.4 or 14.6, below, upon the termination of this Agreement by the Company or Executive, Executive shall be entitled to salary accrued through the termination date and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of the termination date. Additionally, any unvested stock options or unvested equity compensation held by Executive shall immediately terminate and be forfeited (unless otherwise provided in the applicable award agreement) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable Stock Incentive Plan or Equity Compensation Plan, or award agreement, as such may describe the rights and obligations upon termination of employment of Executive. |
| 14.7 | Change of Control Payment |
|---|---|
| In the event that Executive’s employment is terminated (a) by the Company for any reason other than (i) those set forth in Section 14.1 or 14.2 hereof, (ii) by the death of Executive, or (iii) by the Company without "Cause", or (b) by the Executive pursuant to Section 14.3 hereof (as applicable, a “Change of Control Termination”) during the twelve month period following a Change of Control or in anticipation of a Change of Control, the Company shall pay Executive, within 60 days following the later of (i) the date of such Change of Control Termination; and (ii) the date of such Change of Control, a cash severance payment in a lump sum in an amount equal to 3.0 times the sum of (a) the current annual Basic Salary of the Executive (less any actual payments made in connection with any severance payments pursuant to Section 14.4); and (b) the amount of the most recent bonus paid to the Executive for the last completed fiscal year, if any (less any actual payments made in connection with any severance payments pursuant to Section 14.4)((a) and (b), the “Change of Control Payment”). If Executive’s employment ends due to a Change of Control Termination within six (6) months prior to a Change of Control, it will be deemed to be “in anticipation of a Change of Control” for purposes of this paragraph. In addition, in the event of a Change of Control, all of Executive’s equity-based compensation (including options and equity subject to vesting) shall immediately vest regardless of whether the Executive is retained by the Company or successor following the Change of Control. Additionally, in the event of a Change of Control Termination, unvested equity benefits and awards (including options, unvested RSU’s or unvested equity awards) will vest immediately upon such termination and in the case of stock options, shall be exercisable by the Executive until the earlier of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances.<br> <br><br> <br>For the sake of clarity, if the Executive has already received any severance pay under Section 14.4, above, prior to a deemed Change of Control Termination, such amounts shall be subtracted from the Change of Control Payment payable hereunder. |
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| 14.8 | Payment in Lieu of Severance |
|---|---|
| Payment under clause 14.4 constitutes full satisfaction and discharge of the Company's obligations with respect to notice of termination. |
| 14.9 | Obligations on Termination |
|---|---|
| On termination of this agreement, the Executive must return to the Company all tangible property of the Company or any Group Company including, but not limited to, all books, documents, papers, materials, credit cards, cars and keys held by the Executive or under the Executive's control. |
| 15. | ADJUDICATION |
|---|---|
| An issue which requires adjudication under this agreement is adjudicated if the following procedures are followed: |
| (a) | The parties must within two (2) Business Days after the receipt of notice from a party requiring adjudication appoint an Expert agreed to by both parties to determine which of the Company's or the Executive's position is the more reasonable having regard to the law and the facts. |
|---|---|
| (b) | If the Expert appointed under clause (a) is unable to carry out the determination another Expert must be appointed in accordance with clause (a) to determine the dispute. |
| (c) | The Expert appointed under this clause acts as an expert and not an arbitrator. |
| (d) | Each party must make a written submission to the Expert in support of its position. The submission must be delivered to the Expert within 15 days after his appointment, and must request the Expert's determination on an urgent basis. |
| (e) | The parties must co-operate fully with the Expert and make available to the Expert all relevant information and documents. |
| (f) | The Expert's determination is final and binding on the parties. |
| (g) | The cost of the Expert shall be borne by the party whose position was not determined to be the more reasonable by the Expert. |
| (h) | Failure by a party to do anything required of it under this clause 15 shall be deemed a refusal to co-operate fully and the matter shall be deemed adjudicated in favor of the other party which shall entitle the other party to act on the basis that the Expert has adjudicated in its favor. |
| (i) | Until the dispute has been decided by the Expert, the status quo shall prevail. |
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| 16. | INDEMNIFICATION |
|---|
| 16.1. | The Company agrees to indemnify Executive and hold Executive harmless from and against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Executive is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Executive in connection with this agreement to the full extent permitted by applicable law and the Company’s governing documents, as may be amended from time to time, and pursuant to any indemnification agreement between Executive and the Company. |
|---|---|
| 16.2. | The indemnification provision of this ARTICLE 16 shall be in addition to any liability which the Company may otherwise have to Executive. |
| 16.3. | If any action, proceeding or investigation is commenced as to which Executive proposes to demand such indemnification, Executive shall notify the Company with reasonable promptness. Executive shall have the right to retain counsel of Executive’s own choice to represent Executive and the Company shall pay all reasonable fees and expenses of such counsel; and such counsel shall, to the fullest extent consistent with such counsel’s professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Executive made with the Company’s written consent, which consent shall not be unreasonably withheld or delayed, to the fullest extent permitted by applicable law and the Company’s governing documents, as may be amended from time to time. |
| 17. | GENERAL |
|---|
| 17.1 | Notices |
|---|
| (a) | Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to this agreement: |
|---|
| (i) | must be in legible writing and in English addressed as shown at the commencement of this agreement, or as specified to the sender by any party by notice; |
|---|---|
| (ii) | where the sender is a company, must be signed by an officer or under the common seal of the sender; |
| (iii) | is regarded as being given by the sender and received by the addressee: |
| (1) | if by delivery in person, when delivered to the addressee; |
|---|---|
| (2) | if by post, 3 Business Days from and including the date of postage; or |
| (3) | if by email transmission, when transmitted to the addressee, |
| but if the delivery or receipt is on a day which is not a Business Day or is after 4:00 pm (addressee's time) it is regarded as received at 9:00 am on the following Business Day; and | |
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| (iv) | can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender. |
|---|
| (b) | A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause 16.1(a)(iii) and informs the sender that it is not legible. |
|---|---|
| (c) | In this clause 16.1, a reference to an addressee includes a reference to an addressee's officers or agents. |
| 17.2 | Governing Law and Jurisdiction |
|---|
| (a) | This agreement shall be governed and interpreted in accordance with the laws of Serbia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Serbia. |
|---|---|
| (b) | Each of the parties irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. |
| 17.3 | Prohibition, Enforceability and Severance |
|---|
| (a) | Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. |
|---|---|
| (b) | Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. |
| (c) | If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement. |
| 17.4 | Waiver |
|---|---|
| The failure of either the Company or the Executive at any time to require performance by the other party of any provision of this agreement does not affect the party's right to require the performance at any time.<br> <br><br> <br>The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself. |
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| 17.5 | Binding Effect; Assignment. |
|---|---|
| This agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, successors and assigns. Executive may not assign any of his rights or obligations under this agreement. The Company may assign its rights and obligations under this agreement to any successor entity. |
| 17.6 | Entire Agreement. |
|---|---|
| This agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Executive, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this agreement. This agreement does not constitute a commitment of the Company with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein. |
| 17.7 | Amendment. |
|---|---|
| No modification, change or amendment of this agreement or any of its provisions shall be valid, unless in a writing signed by the parties and approved by the Committee and/or Board of Directors of Golden Matrix. |
| 17.8 | Legal Counsel. |
|---|---|
| Executive acknowledges and warrants that (A) he has been advised that Executive’s interests may be different from the Company’s interests, (B) he has been afforded a reasonable opportunity to review this agreement, to understand its terms and to discuss it with an attorney and/or financial advisor of his choice and (C) he knowingly and voluntarily entered into this agreement. The Company and Executive shall each bear their own costs and expenses in connection with the negotiation and execution of this agreement. |
| 17.9 | Clawback. |
|---|---|
| Notwithstanding any provision in this agreement to the contrary, any portion of the payments and benefits provided under this agreement, as well as any other payments and benefits which the Executive receives pursuant to a Company plan or other arrangement, shall be subject to Golden Matrix Group, Inc.’s Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation. |
| 17.10 | Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. |
|---|---|
| This agreement and any signed agreement or instrument entered into in connection with this agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manners and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity. |
[Remainder of page left intentionally blank. Signature page follows.]
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EXECUTED AS AN AGREEMENT
EXECUTED FOR AND ON BEHALF OF THE COMPANY
Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd
by its Chief Financial Officer
/s/ Snezana Bozovic
Printed Name: Snezana Bozovic
SIGNED SEALED AND DELIVERED BY EXECUTIVE
by the said Zoran Milosevic
/s/ Zoran Milosevic
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gmgi_ex106.htm
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
Between
Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd
and
Snezana Bozovic
THIS EMPLOYMENT AGREEMENT is made the 18th day of June 2024, effective on the 1^st^ of June 2024.
BETWEEN: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd of: Bulevar Mihajla Pupina 10B 11070 Novi Beograd Republic of Serbia (the "Company")
AND: Snezana Bozovic (the “Employee”)
RECITALS:
| A. | The Company has agreed to employ the Employee and the Employee has agreed to accept the appointment as an employee of the Company on the terms contained in this agreement. |
|---|---|
| B. | Term of Employment. Except as otherwise provided below, the Company shall employ Employee for the period commencing on the Start Date and ending on August 20, 2026. At the expiration of the original term or any extended term (each a “Renewal Date”), Employee’s employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall give written notice to the other of its intention not to renew such employment at least three months prior to such Renewal Date. |
| D. | The parties agree that Employee’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, subject to the terms of this agreement. Employee understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of her employment with the Company. However, as described in this agreement, Employee may be entitled to severance benefits depending on the circumstances of Employee’s termination of employment with the Company as discussed below. |
THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this agreement, the receipt and sufficiency of which is confirmed by the parties, to the following:
| 1. | DEFINITIONS AND INTERPRETATION |
|---|---|
| 1.1 | Definitions |
| Basic Salary means the basic salary package of the Employee as adjusted under clause 4.2;<br> <br><br> <br>Board means the board of directors of the Company;<br> <br><br> <br>Business Day means a date other than a Saturday or Sunday, where the banks are generally open for business in Serbia.<br> <br><br> <br>Calendar Quarter means any of the following during any calendar year: the three (3) month period ending March 31, June 30, September 30 or December 31; |
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| Change of Control means the happening of any of the following without the prior written approval of Employee:<br> <br><br> <br>(i) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities;<br> <br><br> <br>(ii) A merger or consolidation of the Company whether or not approved by Directors of the Company, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or<br> <br><br> <br>Closing Sales Price means the last sales price of the common stock of Golden Matrix on the Nasdaq Capital Market as reported by NASDAQ.com (or a comparable reporting service of national reputation selected by the Company (collectively, “NASDAQ.com”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc., in each case for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day;<br> <br><br> <br>Committee means the Compensation Committee or Audit Committee of the Board of Directors of Golden Matrix;<br> <br><br> <br>Expert means an individual appointed under clause 15(a), (b) or (c), by the mutual approval of the Company and the Employee;<br> <br><br> <br>Golden Matrix means the Company’s parent company, Golden Matrix Group, Inc.;<br> <br><br> <br>Group means the Company and any subsidiary company;<br> <br><br> <br>Group Company means the Company or any direct or indirect subsidiary of the Company, and any direct or indirect parent of the Company;<br> <br><br> <br>Information means any information in respect of the Company's business which is not in the public domain and includes, but is not limited to, any document, book, account, process, patent, specification, drawing, design or know-how which: | |
|---|---|
| (a) | comes to the notice of the Employee in the course of the Employee's employment; or |
| (b) | is generated by the Employee in the course of performing the Employee's obligations. |
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| Month means calendar month;<br> <br><br> <br>Monthly Salary has the meaning given to such term in Section 4.2;<br> <br><br> <br>Quarterly Average means the average of the Closing Sales Prices of Golden Matrix’s common stock on the Nasdaq Capital Market on the last trading day of each month during the applicable Calendar Quarter (or portion thereof);<br> <br><br> <br>Quarterly Salary has the meaning given to such term in Section 4.2;<br> <br><br> <br>Quarterly Salary Shares has the meaning given to such term in Section 4.1;<br> <br><br> <br>Start Date means the June 1, 2024;<br> <br><br> <br>Salary Review Date means every 12 months after the Start Date; and<br> <br><br> <br>Termination Date means the date when the Employee ceased to be employed by the Company. | |
|---|---|
| 1.2 | Interpretation |
| In this agreement, headings are for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires: |
| (a) | a reference to termination of this agreement includes a reference to termination of the Employee's contract of employment; |
|---|
| (b) | words importing the singular include the plural and vice versa; |
| (c) | words importing a gender include any gender; |
| (d) | other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning; |
| (e) | an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa; |
| (f) | a reference to anything (including, but not limited to, any right) includes a part of that thing; |
| (g) | a reference to a party to a document includes that party's successors and permitted assigns; |
| (h) | a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and |
| (i) | a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement. |
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| 2. | APPOINTMENT |
|---|---|
| Employee shall serve as an employee of the Company pursuant to the terms of this agreement and the Employee accepts that appointment. |
| 3. | DUTIES OF EMPLOYEE |
|---|---|
| 3.1 | General Duties |
| The Employee must: |
| (a) | devote her full time, attention and skill during normal business hours, and at other times as reasonably necessary, to the duties of office; |
|---|---|
| (b) | faithfully and diligently perform the duties and exercise the powers consistent with the position of an employee; |
| (c) | provide her services in a proper, efficient, diligent and competent manner and so as to promote the development of the Company; |
| (d) | act at all times with the utmost good faith to promote the welfare and interests of the Company; |
| (e) | at all times comply with the then current business plan of the Company, as approved by the Board of Directors of the Company; and |
| (f) | at all times maintain accurate and complete financial records of all financial transactions undertaken in the performance of these services and in the operations of the Company. |
| 3.2 | Non-Exclusive |
|---|---|
| The Company acknowledges that the Employee will be entitled to continue her involvement with None. |
| 4. | REMUNERATION |
|---|---|
| 4.1 | Basic Salary |
| During the period that the Employee serves the Company under this agreement, the Company must pay the Employee an annual salary, pro-rated for partial periods, equal to the Basic Salary, determined under this clause 4. The Monthly Salary shall be payable in equal monthly payments by, or as otherwise agreed between the parties. The Quarterly Salary shall be paid by Golden Matrix by the fourth (4^th^) day following the end of each Calendar Quarter, in cash, or at the option of the Chief Executive Officer of Golden Matrix, shares of common stock (the “Quarterly Salary Shares”).<br> <br><br> <br>If paid in Quarterly Salary Shares, the total Quarterly Salary Shares shall equal the Quarterly Salary due for the applicable Calendar Quarter (or portion thereof), divided by the Quarterly Average, rounded to the nearest whole share. Quarterly Salary Shares shall be issued under an equity compensation plan approved by the stockholders of Golden Matrix. |
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| 4.2 | Starting Salary |
|---|---|
| The “Basic Salary” is Two Hundred and Sixteen Thousand dollars per annum ($216,000.00 USD), of which (a) One Hundred and Forty-Five Thousand Two Hundred dollars ($145,200), which shall be paid monthly (the “Monthly Salary”); and (b) Seventy Thousand Eight Hundred dollars ($70,800), which shall be paid quarterly (the “Quarterly Salary”), each pro-rated for partial periods, as discussed in Section 4.1, above. |
| 4.3 | Salary Review |
|---|
| (a) | The Basic Salary (and the breakdown between Monthly Salary and Quarterly Salary) is subject to review by the Committee, on each Salary Review Date. |
|---|---|
| (b) | The Basic Salary for the period after a review is the amount per annum agreed between the Employee and the Committee, subject to an increase of no less than 10% per annum. |
| (c) | At each review, the Basic Salary may be increased having regard to: |
| (i) | the cost of living; |
|---|---|
| (ii) | the responsibilities of the Employee and remuneration available in the workforce outside the Company for a person with responsibilities and experience equivalent to those of the Employee; and |
| (iii) | the performance of the Employee. |
| (d) | Increases in such Basic Salary (and the breakdown between Monthly Salary and Quarterly Salary) shall be documented in the Company’s records, but shall not require the parties enter into a new or amended form of this agreement. |
|---|
| 4.4 | Other Benefits. |
|---|---|
| Employee shall be entitled to participate in the Company’s Employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time (including, without limitation, any incentive program or discretionary bonus program of the Company which may be implemented in the future by the Board), to the extent and on such terms and conditions as the Company customarily makes such plans available to its senior Employees. |
| 5. | BONUS AND/OR INCENTIVES |
|---|
| 5.1 | The Board at their discretion will create an Employee cash bonus plan. The bonus will align shareholder values with the bonus plan. The Board will set Employee goals with the Employees that reward the plans successful completion. |
|---|---|
| 5.2 | The Company may with the express agreement of the Employee, satisfy any bonus payment by the granting of shares or other interests in Golden Matrix (or any other company acceptable to the Employee). |
| 5.3 | Golden Matrix may issue options to Employee from time to time. |
| 5.4 | The Board of Directors of Golden Matrix or Compensation Committee of Golden Matrix may award the Employee bonuses from time to time, in their discretion, in cash, stock or other securities of the Golden Matrix. |
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| 6. | EXPENSES |
|---|
| (a) | The Company must reimburse the Employee for reasonable out-of-pocket expenses incurred by the Employee on Company business including but not limited to travel and entertainment. |
|---|---|
| (b) | The Company may require evidence of expenses incurred by the Employee. |
| The Committee of Golden Matrix in conjunction with the Board of Golden Matrix may approve any variations to this Clause provided that such variations are with the Employee’s consent. | |
|---|---|
| 7. | LEAVE |
| 7.1 | Leave Entitlements |
| (a) | The Employee is entitled to public holidays, and holiday leave in conformity with Serbian statutory entitlements. |
|---|---|
| (b) | The Employee must take annual leave at a period or periods agreed between the Company and Employee. The Company’s consent shall not be unreasonably withheld. |
| (c) | Annual leave entitlements shall accrue on a pro rata basis during the first year of the Employee’s employment by the Company and, thereafter, upon each anniversary of the Employment Date, as provided in Serbia. |
| 7.2 | Accrued Leave |
|---|
| Subject to any statutory provision, the Company may require the Employee to take any significant accrued leave entitlement. | |
|---|---|
| 8.3 | Special Leave |
| The Employee will in each period of twelve months be entitled to seven days special leave. Any untaken special leave is not cumulative and you are required to notify the Company as soon as possible on the day of any absence if you are taking special leave. You will not be entitled to a lump sum payment for unused special leave at the termination of your employment. | |
|---|---|
| 8. | PAYMENT DURING ABSENCE ON MEDICAL GROUNDS |
| 8.1 | Sick Leave Entitlement |
| (a) | The Company must continue to pay the Employee's salary in full during any absences on medical grounds up to a maximum total of 14 Business Days absence in any period of 12 Months or whatever minimum that may be dictated by local Serbian legislation. |
|---|---|
| (b) | The Employee’s sick leave entitlement under clause 8.1(a) arises on the Start Date of this agreement and is renewed on each anniversary of that date. |
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| 8.2 | Sick Leave Not Cumulative |
|---|---|
| The Employee's sick leave entitlement under clause 8.1(a) is not cumulative from year to year. |
| 8.3 | Evidence of Illness or Injury |
|---|---|
| The Employee must, if the Company so requires, provide evidence to the reasonable satisfaction of the Company that any absence was due to illness or involuntary injury. |
| 8.4 | Compensation |
|---|
| (a) | If the Employee's absence is due to any actionable negligence of a third party for which damages are or may be recoverable then all money paid by the Company under clause 8.1(a) is a loan to the Employee. |
|---|---|
| (b) | The Employee must immediately notify the Company of any claim, compromise, settlement or judgment made or awarded to the Employee in respect of any absence from work as a result of the negligence of a third party. |
| (c) | If the Company requires, the Employee must refund to the Company an amount of the money advanced to the Employee for the period of incapacity which is equivalent to any compensation the Employee received for lost wages and other emolument. |
| 9. | CONFIDENTIALITY |
|---|---|
| 9.1 | Employee's Obligations |
| The Employee must: |
| (a) | keep any information secret and confidential, except to the extent that the Employee is required by law to disclose it; |
|---|---|
| (b) | take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any information; and |
| (c) | not disclose information to any third party without first obtaining the written consent of the Board except in the ordinary and proper course of employment with the Company. |
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For the sake of clarity, nothing in this Section 9 prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employee does not need the prior authorization of the Group Company to make any such reports or disclosures and Employee is not required to notify the Group Company that she has made such reports or disclosures. Employee further understands that this Agreement does not limit Employee’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Group Company. This Agreement does not limit Employee’s right to receive an award for information provided to any government agencies, including, but not limited to under Rule 21F-17(a) under the Securities Exchange Act of 1934, as amended, or other rules or regulations implemented under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act. Employee acknowledges, agrees, and understands that (i) nothing in this Agreement prohibits her from reporting to any governmental authority or attorney information concerning suspected violations of law or regulation, provided that Employee does so consistent with 18 U.S.C. § 1833, and (ii) Employee may disclose trade secret information to a government official or to an attorney and use it in certain court proceedings without fear of prosecution or liability, provided that Employee does so consistent with 18 U.S.C. § 1833.
| 10.1 | Survival of Obligations |
|---|---|
| The Employee's obligations under this clause survive the termination of this agreement. |
| 11. | PROTECTION OF THE COMPANY'S INTERESTS |
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| 11.1 | Restricted Areas and Restricted Activities |
| (a) | For the purposes of clause 11.1(b) the expression "competitive with the business of the Company" means in competition with the business of marketing of Gaming Intellectual Property, Online Raffles, Lotteries, Tournaments, Competition’s and Sportsbook operations and technology. |
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| (b) | Subject, to clause 11.2(b), 3.2 and in consideration for $10 and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Employee must not, without the prior written consent of the Company do any of the following: |
| (i) | directly or indirectly carry on (whether alone, in partnership or in joint venture with anyone else) or otherwise be concerned with or interested in (whether as trustee, principal, agent, shareholder, unit holder or in any other capacity) in a similar or competitive business in the U.S.A., the U.K., Malta, Serbia, Montenegro, Cyprus, Tanzania, Kenya, Belgium, Peru, Curacao, South Africa and Bosnia for a period of 1 year from the Termination Date; |
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| (ii) | at any time induce or attempt to include any director, manager or Employee of the Group Company to terminate her employment with the Group Company, whether or not that person would commit a breach of that person's contract of employment; or |
| (iii) | directly or indirectly accept or solicit, in any capacity, the business of any customer of the Group Company with whom Employee worked or otherwise had access to during the last year of Employee’s employment with the Company, or solicit, directly or indirectly, or encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or otherwise interfere with such business relationships, for a period of 1 year from the Termination Date. |
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| 11.2 | Restraints Reasonable |
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| (a) | The Employee and the Company consider the restraints contained in this clause to be reasonable and intend the restraints to operate to the maximum extent. |
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| (b) | If these restraints: |
| (i) | are void as unreasonable for the protection of the interests of the Company; and |
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| (ii) | would be valid if part of the wording was deleted or the period or area was reduced, then the restraints will apply with the modifications necessary to make them effective. |
| 11.3 | Restraints Independent |
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| The restraints contained in this clause are separate, distinct and several, so that the unenforceability of any restraint does not affect the enforceability of the other restraints. |
| 11.4 | Acknowledgments by Employee |
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| The Employee acknowledges that: |
| (a) | the Employee will obtain information concerning the business and finances of the Company and Group Companies including trade secrets and industrial processes; |
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| (b) | disclosure of Information could materially harm the Company; |
| (c) | the restrictive covenants contained in this clause are reasonable and necessary for the protection of the goodwill of the Group Companies; |
| (d) | the remedy of damages may be inadequate to protect the interests of the Group Companies and the Group Companies are entitled to seek and obtain injunctive relief, or any other remedy, in any Court; and |
| (e) | in view of the importance of the restraints contained in this clause for the protection of the proprietary interests of the Group Companies, this clause will survive the termination of the Employee's employment with the Company in all circumstances including repudiation by the Company of the remainder of this agreement. |
| 12.1 | Survival of Obligations |
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| The Employee's obligations under this clause 12 shall survive the termination of this agreement. |
| 12.2 | Definition |
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| The expression Termination Date means the date when the Employee ceases to be employed by the Company. |
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| 13. | RESTRICTIONS ON OTHER ACTIVITIES OF THE EMPLOYEE |
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| 13.1 | Inducements |
| Other than under this agreement, the Employee must not accept any payment or other benefit as an inducement or reward for any act in connection with the business of the Company or any Group Company. This clause does not prevent the Employee receiving any dividend arising from her holding shares in the Company or any Group Company. |
| 14. | TERMINATION |
|---|---|
| 14.1 | Termination because of Illness |
| The Company may terminate this agreement by not less than 2 Weeks notice in writing if it is adjudicated under part 15 that the Employee: |
| (a) | is incapacitated by illness or accident as certified by an independent medical officer for an accumulated period of 6 Months in any 24 Month period; or |
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| (b) | is advised by an independent medical officer that the Employee's health has deteriorated to a degree that it is advisable for the Employee to cease working permanently for the Company. |
| 14.2 | Immediate Termination by the Company |
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| The Company may terminate this agreement immediately if it is adjudicated under part 15 that the Employee: |
| (a) | Commits any act of dishonesty, fraud, willful disobedience, misconduct or breach of duty, as determined in the reasonable discretion of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Employee); |
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| (b) | undertakes any of the activities described in clause 11.1 during her employment by the Company, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Employee); |
| (c) | willfully, persistently and materially breaches this agreement and does not remedy the breach within 14 days after receipt of notice in writing from the Company specifying the breach, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Employee); or |
| (d) | is of unsound mind or becomes liable to be dealt with under any law relating to mental health, as determined by the reasonable determination of the independent members of the Board of Directors of Golden Matrix acting in good faith (without the vote of the Employee). |
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| 14.3 | Immediate Termination by the Employee |
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| The Employee may terminate this agreement immediately upon, and for a period of thirty (30) days following, the occurrence of any of the following: |
| (a) | the Company has gone into receivership or liquidation; |
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| (b) | any amount payable by the Company to the Employee under this agreement remains unpaid for more than 14 days after the Employee has given written notice of default to the Company; |
| (c) | there has been a material breach by the Company of a material term of this Agreement or Employee reasonably believes that the Company is violating any law which would have a material adverse effect on the Company’s operations and such violation continues uncured following thirty (30) days after such breach and after notice thereof has been provided to the Company by the Employee, or |
| (e) | Employee’s compensation as set forth hereunder is reduced without Employee’s consent, or the Company fails to pay to Employee any compensation due to her hereunder upon fifteen (15) days written notice from Employee informing the Company of such failure. |
| 14.4 | Severance Pay |
|---|---|
| If the Employee’s employment herein is terminated (a) by the Company without "Cause", except for a reason set forth in Section 14.1 or 14.2 hereof, or (b) by the Employee pursuant to Section 14.3 hereof (each a “Severance Termination”), the Company shall pay the Employee severance pay in an amount equal to (a) a lump sum cash severance payment equal to the sum of (i) 6 months of Employee’s then current annual Basic Salary plus (ii) an amount equal to Employee’s targeted bonus for the year of termination (such total payment referred to herein as the “Severance Payment”); (b) Employee shall be entitled to a lump sum cash bonus payment based on prior service in an amount equal to the sum of (i) any unpaid bonus for the prior year that would have been paid had Employee not been terminated prior to such payment plus (ii) Employee’s targeted bonus for the year of termination multiplied by the number of days in such year preceding the termination date, divided by 365; additionally and notwithstanding anything to the contrary in any equity award agreement, any unvested stock options or other equity compensation (including, but not limited to restricted stock units (RSUs)) previously granted to the Employee will vest immediately upon such termination and in the case of stock options, shall be exercisable by the Employee until the earlier of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances. For purposes of this Agreement, the term for "Cause" shall mean because of gross negligence or willful misconduct by the Employee either in the course of her employment hereunder or the Employee's ability to perform adequately and effectively her duties hereunder as determined in the reasonable good faith determination of the independent members of the Board of Directors of Golden Matrix. | |
| Additionally, in the event of a Severance Termination, unvested equity benefits (including options, unvested RSU’s or unvested equity awards) will vest immediately upon such termination. Employee shall be entitled to no other post-employment benefits except as provided for under this Section 14.4 and for benefits payable under applicable benefit plans in which Employee is entitled to participate through the termination date, subject to and in accordance with the terms of such plans. |
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| 14.5 | Termination Payment |
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| Except as set forth under Section 14.4 or 14.6, below, upon the termination of this Agreement by the Company or Employee, Employee shall be entitled to salary accrued through the termination date and no other benefits other than as required under the terms of employee benefit plans in which Employee was participating as of the termination date. Additionally, any unvested stock options or unvested equity compensation held by Employee shall immediately terminate and be forfeited (unless otherwise provided in the applicable award agreement) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable Stock Incentive Plan or Equity Compensation Plan, or award agreement, as such may describe the rights and obligations upon termination of employment of Employee. |
| 14.7 | Change of Control Payment |
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| In the event that Employee’s employment is terminated (a) by the Company for any reason other than (i) those set forth in Section 14.1 or 14.2 hereof, (ii) by the death of Employee, or (iii) by the Company without "Cause", or (b) by the Employee pursuant to Section 14.3 hereof (as applicable, a “Change of Control Termination”) during the twelve month period following a Change of Control or in anticipation of a Change of Control, the Company shall pay Employee, within 60 days following the later of (i) the date of such Change of Control Termination; and (ii) the date of such Change of Control, a cash severance payment in a lump sum in an amount equal to 3.0 times the sum of (a) the current annual Basic Salary of the Employee (less any actual payments made in connection with any severance payments pursuant to Section 14.4); and (b) the amount of the most recent bonus paid to the Employee for the last completed fiscal year, if any (less any actual payments made in connection with any severance payments pursuant to Section 14.4)((a) and (b), the “Change of Control Payment”). If Employee’s employment ends due to a Change of Control Termination within six (6) months prior to a Change of Control, it will be deemed to be “in anticipation of a Change of Control” for purposes of this paragraph. In addition, in the event of a Change of Control, all of Employee’s equity-based compensation (including options and equity subject to vesting) shall immediately vest regardless of whether the Employee is retained by the Company or successor following the Change of Control. Additionally, in the event of a Change of Control Termination, unvested equity benefits and awards (including options, unvested RSU’s or unvested equity awards) will vest immediately upon such termination and in the case of stock options, shall be exercisable by the Employee until the earlier of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances.<br> <br><br> <br>For the sake of clarity, if the Employee has already received any severance pay under Section 14.4, above, prior to a deemed Change of Control Termination, such amounts shall be subtracted from the Change of Control Payment payable hereunder. |
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| 14.8 | Payment in Lieu of Severance |
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| Payment under clause 14.4 constitutes full satisfaction and discharge of the Company's obligations with respect to notice of termination. | |
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| 14.9 | Obligations on Termination |
| On termination of this agreement, the Employee must return to the Company all tangible property of the Company or any Group Company including, but not limited to, all books, documents, papers, materials, credit cards, cars and keys held by the Employee or under the Employee's control. |
| 15. | ADJUDICATION |
|---|---|
| An issue which requires adjudication under this agreement is adjudicated if the following procedures are followed: |
| (a) | The parties must within two (2) Business Days after the receipt of notice from a party requiring adjudication appoint an Expert agreed to by both parties to determine which of the Company's or the Employee's position is the more reasonable having regard to the law and the facts. |
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| (b) | If the Expert appointed under clause (a) is unable to carry out the determination another Expert must be appointed in accordance with clause (a) to determine the dispute. |
| (c) | The Expert appointed under this clause acts as an expert and not an arbitrator. |
| (d) | Each party must make a written submission to the Expert in support of its position. The submission must be delivered to the Expert within 15 days after her appointment, and must request the Expert's determination on an urgent basis. |
| (e) | The parties must co-operate fully with the Expert and make available to the Expert all relevant information and documents. |
| (f) | The Expert's determination is final and binding on the parties. |
| (g) | The cost of the Expert shall be borne by the party whose position was not determined to be the more reasonable by the Expert. |
| (h) | Failure by a party to do anything required of it under this clause 15 shall be deemed a refusal to co-operate fully and the matter shall be deemed adjudicated in favor of the other party which shall entitle the other party to act on the basis that the Expert has adjudicated in its favor. |
| (i) | Until the dispute has been decided by the Expert, the status quo shall prevail. |
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| 16. | INDEMNIFICATION |
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| 16.1. | The Company agrees to indemnify Employee and hold Employee harmless from and against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Employee in connection with this agreement to the full extent permitted by applicable law and the Company’s governing documents, as may be amended from time to time, and pursuant to any indemnification agreement between Employee and the Company. |
| 16.2. | The indemnification provision of this ARTICLE 16 shall be in addition to any liability which the Company may otherwise have to Employee. |
| 16.3. | If any action, proceeding or investigation is commenced as to which Employee proposes to demand such indemnification, Employee shall notify the Company with reasonable promptness. Employee shall have the right to retain counsel of Employee’s own choice to represent Employee and the Company shall pay all reasonable fees and expenses of such counsel; and such counsel shall, to the fullest extent consistent with such counsel’s professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Employee made with the Company’s written consent, which consent shall not be unreasonably withheld or delayed, to the fullest extent permitted by applicable law and the Company’s governing documents, as may be amended from time to time. |
| 17. | GENERAL |
| 17.1 | Notices |
| (a) | Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to this agreement: |
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| (i) | must be in legible writing and in English addressed as shown at the commencement of this agreement, or as specified to the sender by any party by notice; |
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| (ii) | where the sender is a company, must be signed by an officer or under the common seal of the sender; |
| (iii) | is regarded as being given by the sender and received by the addressee: |
| (1) | if by delivery in person, when delivered to the addressee; |
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| (2) | if by post, 3 Business Days from and including the date of postage; or |
| (3) | if by email transmission, when transmitted to the addressee, but if the delivery or receipt is on a day which is not a Business Day or is after 4:00 pm (addressee's time) it is regarded as received at 9:00 am on the following Business Day; and |
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| (iv) | can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender. |
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| (b) | A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause 16.1(a)(iii) and informs the sender that it is not legible. |
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| (c) | In this clause 16.1, a reference to an addressee includes a reference to an addressee's officers or agents. |
| 17.2 | Governing Law and Jurisdiction |
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| (a) | This agreement shall be governed and interpreted in accordance with the laws of Serbia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Serbia. |
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| (b) | Each of the parties irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. |
| 17.3 | Prohibition, Enforceability and Severance |
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| (a) | Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. |
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| (b) | Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. |
| (c) | If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement. |
| 17.4 | Waiver |
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| The failure of either the Company or the Employee at any time to require performance by the other party of any provision of this agreement does not affect the party's right to require the performance at any time.<br> <br><br> <br>The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself. |
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| 17.5 | Binding Effect; Assignment. |
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| This agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, successors and assigns. Employee may not assign any of her rights or obligations under this agreement. The Company may assign its rights and obligations under this agreement to any successor entity. | |
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| 17.6 | Entire Agreement. |
| This agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Employee, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this agreement. This agreement does not constitute a commitment of the Company with regard to Employee’s employment, express or implied, other than to the extent expressly provided for herein. |
| 17.7 | Amendment. |
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| No modification, change or amendment of this agreement or any of its provisions shall be valid, unless in a writing signed by the parties and approved by the Committee and/or Board of Directors of Golden Matrix. | |
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| 17.8 | Legal Counsel. |
| Employee acknowledges and warrants that (A) she has been advised that Employee’s interests may be different from the Company’s interests, (B) she has been afforded a reasonable opportunity to review this agreement, to understand its terms and to discuss it with an attorney and/or financial advisor of her choice and (C) she knowingly and voluntarily entered into this agreement. The Company and Employee shall each bear their own costs and expenses in connection with the negotiation and execution of this agreement. |
| 17.9 | Clawback. |
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| Notwithstanding any provision in this agreement to the contrary, any portion of the payments and benefits provided under this agreement, as well as any other payments and benefits which the Employee receives pursuant to a Company plan or other arrangement, shall be subject to Golden Matrix Group, Inc.’s Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation. | |
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| 17.10 | Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. |
| This agreement and any signed agreement or instrument entered into in connection with this agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manners and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity. |
[Remainder of page left intentionally blank. Signature page follows.]
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EXECUTED AS AN AGREEMENT
EXECUTED FOR AND ON BEHALF OF THE COMPANY
Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd
by its Chief Executive Officer
| /s/ Zoran Milosevic |
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Printed Name: Zoran Milosevic___________________
SIGNED SEALED AND DELIVERED BY EMPLOYEE
by the said Snezana Bozovic
| /s/ Snezana Bozovic |
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