EX-2.6 2 gmgi_ex26.htm FIFTH AMENDMENT TO AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT gmgi_ex26.htm

EXHIBIT 2.6

 

FIFTH AMENDMENT TO

AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT

OF SHARE CAPITAL

 

This Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective October 1, 2024 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231, 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, 20232; (ii) the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 20243; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 20234; 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, 20245 (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 Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, 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 2.1.4 of the Purchase Agreement as in effect through and including the Fourth Amendment thereto (as specified above), Purchaser is obligated to pay the Sellers the additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) within five (5) Business Days following October 9, 2024 if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied;

 

WHEREAS, for purposes of the foregoing, the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under the Purchase Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter; 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

5 https://www.sec.gov/Archives/edgar/data/1437925/000147793224003781/gmgi_ex25.htm

 

 

Page 1 of 6

Fifth 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 2.1.4 of the Purchase Agreement is amended and restated to read in its entirety as follows:

 

“2.1.4

 

(i) The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”), which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000).

 

(ii) The (a) Contingent Post-Closing Cash Consideration shall be paid to the Sellers pursuant to the Contingent Post-Closing Cash Consideration Payment Schedule below, and (b) the Post-Closing Shares shall be issued to the Sellers within five (5) Business Days following October 9, 2024 (the “Determination Date”), in each case, if (and only if) Purchaser has determined that each of the Contingent Post-Closing Payment Conditions (hereafter defined) have been satisfied on each applicable date that Contingent Post-Closing Cash Consideration is due pursuant to the Contingent Post-Closing Cash Consideration Payment Schedule and on the Determination Date. For purposes of the foregoing, “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter (to the extent such confirmation is required by the Purchaser in its sole discretion). The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”.

 

(iii) At the option of the Purchaser, in its sole discretion, the Purchaser may accelerate the issuance of the Post-Closing Shares. If issued prior to the date due as discussed above, the Determination Date shall be deemed mutually amended to be the date of such issuance for all purposes.

 

 

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Fifth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital

 

 

(iv) The Contingent Post-Closing Cash Consideration shall be paid to each of the Sellers as follows (the “Contingent Post-Closing Cash Consideration Payment Schedule”):

 

(A) Milovanović – a total of USD$2,000,000 of the Contingent Post-Closing Cash Consideration due to Milovanović shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of a Debt Conversion Agreement in the form attached as Exhibit M hereto (the “October 2024Debt Conversion Agreement”), and the remaining USD$2,625,000 of Contingent Post-Closing Cash Consideration due to Milovanović (pursuant to Schedule C hereof), shall be deferred until at least November 9, 2024, and shall thereafter be payable upon written demand by Milovanović to the Purchaser, within two (2) Business Days;

 

(B) Milosevic – a total of USD$100,000 of the Contingent Post-Closing Cash Consideration due to Milosevic shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, and the remaining USD$150,000 of Contingent Post-Closing Cash Consideration due to Milosevic (pursuant to Schedule C hereof), shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024, November 1, 2024 and December 1, 2024; and

 

(C) Božović – a total of USD$25,000 of the Contingent Post-Closing Cash Consideration due to Božović shall be satisfied in shares of Purchaser Common Stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, and the remaining USD$100,000 of Contingent Post-Closing Cash Consideration due to Božović (pursuant to Schedule C hereof), shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024 and November 1, 2024.”

 

(b) The October 2024 Debt Conversion Agreement attached as Attachment 1 to this Amendment shall be deemed Exhibit M to the Purchase Agreement.

 

2. 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.

 

 

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Fifth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital

 

 

3. 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.

 

4. 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.

 

5. 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.

 

6. 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.

 

7. 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.

 

8. 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.

 

9. 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.

 

 

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Fifth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital

 

 

10. 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.

 

11. 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.

 

12. 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.

 

13. 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.]

 

 

Page 5 of 6

Fifth 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 Milošević

 

 

 

Name:

Zoran Milošević

 

 

 

 

 

By:

/s/ Snežana Božović

 

 

Name:

Snežana Božović

 

 

Page 6 of 6

Fifth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital

 

 

Attachment 1

 

[Attached]

 

 

1