| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Various social and political circumstances in
the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States
and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies
with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes
and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S.
and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the
Company's ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries
have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company's ability to complete a business combination
and the value of the Company's securities. Registration and Shareholder Rights Pursuant to a registration rights agreement entered
into on September 11, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion
of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that
may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class
A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the
Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination
of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration
statements. Underwriting Agreement The underwriters were paid a cash underwriting
discount of $0.20 per Unit, or $16,560,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per
Unit, or $28,980,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On January 20, 2022, the Company, Sazka, Allwyn
Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US HoldCo LLC, a Delaware limited
liability company and a direct, wholly owned subsidiary of Swiss NewCo (“US HoldCo”), and Allwyn Sub LLC, a Delaware limited
liability company and a direct, wholly owned subsidiary of US HoldCo (“DE Merger Sub”), entered into a Business Combination
Agreement (as it may be amended from time to time, the “Business Combination Agreement”), pursuant to which the parties thereto
will consummate the Transactions (as defined in the Business Combination Agreement) on the terms and subject to the conditions set forth
therein, including the merger of the Company with and into DE Merger Sub, with DE Merger Sub as the surviving company in the merger (the
“Merger”). Cohn Robbins will merge with and into DE Merger
Sub with DE Merger Sub surviving, and following the Merger, DE Merger Sub will liquidate its assets to US HoldCo and, following such
liquidation, US HoldCo will liquidate its assets to Swiss NewCo. Swiss NewCo will have a dual-class share structure with super voting
rights for KKCG AG, a Swiss stock corporation (“KKCG”), the majority shareholder of Sazka. (i) at the Merger Effective Time (as defined in
the Business Combination Agreement), (a) each share of Class A common stock, par value $0.0001 per share, of Cohn Robbins (“Cohn
Robbins Class A Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled
and cease to exist in exchange for the right to receive the number of newly issued shares of Class B ordinary shares, nominal value CHF
0.04 per share of Swiss NewCo (“Swiss NewCo Class B Shares”) equal to the lower of: (1) 1.4; and (2)(y)(A) the Post-Redemption
Acquiror Share Number (as defined in the Business Combination Agreement), plus (B) 6,624,000, divided by (z) the
Post-Redemption Acquiror Share Number (the lower of (1) and (2), the “Class B Exchange Ratio”); (c) Swiss NewCo will
issue a right to acquire Swiss NewCo Class B Shares in exchange for each warrant to acquire Cohn Robbins Class A Common Stock, issued
in Cohn Robbins’ initial public offering at an initial exercise price of $11.50 per share (“Cohn Robbins Warrants”),
to be transferred immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to a warrant assignment, assumption and
amendment agreement; and (ii) following the Liquidations (as defined in
the Business Combination Agreement), Computershare Trust Company, N.A. (the “Exchange Agent”) will contribute (a) all of the
issued and outstanding capital stock of Sazka (which will have been transferred to the Exchange Agent before the Merger and held in escrow)
and (b) the PIPE Investment (as defined below) (which will have been transferred to the Exchange Agent before the Merger and held in escrow)
to Swiss NewCo (1) partially as equity contribution into the capital contribution reserves of Swiss NewCo and (2) partially against the
KKCG Cash Consideration (as defined in the Business Combination Agreement). In return, the Exchange Agent will deliver (x) to KKCG, 2,015,069,102
Class A ordinary shares, nominal value CHF 0.01 per share of Swiss NewCo (“Swiss NewCo Class A Shares”) (which does not include
the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and 185,000,000 Swiss NewCo Class B Shares (which includes 30,000,000
Swiss NewCo Class B Shares subject to certain vesting and forfeiture provisions), (y) to KKCG, the KKCG Cash Consideration and (z) to
the PIPE Investors (as defined below), 353,000,000 Swiss NewCo Class B Shares, as adjusted by the Class B Exchange Ratio and/or the terms
of such agreements. At or substantially concurrently with the Acquisition
Effective Time (as defined in the Business Combination Agreement), Swiss NewCo will distribute the Available Acquiror Cash (as defined
in the Business Combination Agreement) in the following order of priority: (i) first, to pay certain transaction expenses of Cohn Robbins
and Sazka, (ii) second, to Primrose Holdings (Lux) S.à r.l the Primrose Cash Distribution (as defined in the Business Combination
Agreement), (iii) third, to KKCG, paid as KKCG Cash Consideration, up to and until the sum of distributions made pursuant to clauses
(i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to
and until the amount retained pursuant to this clause (iv) is equal to the product of (a)(x) $850 million, less (y) Transaction
Expenses (as defined in the Business Combination Agreement) payable in clause (i) multiplied by (b) the fraction 3/2, less (c)
the Net Minimum Cash (as defined in the Business Combination Agreement) and (v) fifth, one-third of any remaining amount shall be retained
on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG. The holders of Cohn Robbins Class A Common Stock
that do not elect to redeem their shares in connection with the Business Combination will share in a pool of up to 6.62 million additional
Swiss NewCo Class B Shares, to be adjusted based on the Class B Exchange Ratio (between 1.08 and 1.40) depending on the number of unredeemed
shares and subject to a redemption cap of 80%. Assuming a price of $10.00 per share of Cohn Robbins Class A Common Stock at the Merger
Closing (as defined in the Business Combination Agreement), each share of Cohn Robbins Class A Common Stock would receive Swiss NewCo
Class B Shares with a value ranging between $10.80 (assuming no redemptions by the stockholders of Cohn Robbins (the “Cohn Robbins
Stockholders”)) and $14.00 (assuming redemptions resulting in the maximum Class B Exchange Ratio and Sazka’s waiver of the
minimum cash condition, as described in the Business Combination Agreement) per share. Conditions to Closing The Business Combination Agreement is subject to the
satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and
related agreements and transactions by the Cohn Robbins Stockholders, (ii) effectiveness of the proxy statement/prospectus on Form F-4
(the “Form F-4”) filed by Swiss NewCo on July 21, 2022 in connection with the Business Combination, (iii) receipt of
certain Gaming Approvals (as defined in the Business Combination Agreement) and other regulatory approvals from regulatory authorities
in the markets Sazka operates in, (iv) exemption from compliance with the Corporations Act 2001 (Commonwealth of Australia), if entering
into the Business Combination Agreement or consummating the Transactions would result in a breach thereof, (v) receipt of approval
for the listing of the shares of Swiss NewCo to be issued in connection with the Business Combination on the New York Stock Exchange (the
“NYSE”) and (vi) the absence of any governmental order enjoining or prohibiting the consummation of Business Combination Agreement.
Other conditions to Sazka’s obligations to consummate the Business Combination include, among others, (i)(a) the amount of
cash or cash equivalents available in the Trust Account, after deducting the amount required to satisfy the redemption of any shares of
Cohn Robbins Class A Common Stock pursuant to the redemption offer (to the extent not already paid as of immediately prior to the Acquisition
Effective Time), but prior to payment of (1) any deferred underwriting commissions being held in the Trust Account and (2) any unpaid
Transaction Expenses (as defined in the Business Combination Agreement), plus (b) the amount of the PIPE Investment actually
received by Swiss NewCo (or other financing in connection with the Merger and the Acquisition Transfer (as defined in the Business Combination
Agreement)) prior to or substantially concurrently with the Acquisition Closing (as defined in the Business Combination Agreement), is
equal to or greater than $850 million; (ii) the accuracy of the representations and warranties of Cohn Robbins as of the date of the Business
Combination Agreement and as of the Acquisition Closing; and (iii) the performance or compliance of each Cohn Robbins covenant in all
material respects as of or prior to the Acquisition Closing. Conditions in favor of Cohn Robbins include: (i) the accuracy of the representations
and warranties of the Company parties as of the date of the Business Combination Agreement and as of the Acquisition Closing; (ii) the
performance or compliance of each Company party covenant in all material respects as of or prior to the Acquisition Closing; and (iii)
that there shall not have occurred and be continuing a Company Material Adverse Effect (as defined in the Business Combination Agreement)
after the date of the Business Combination Agreement. Covenants The Business Combination Agreement contains additional
covenants, including, among others, providing that (i) the parties may conduct their respective businesses in the ordinary course through
the Merger Closing and the Acquisition Closing, as applicable, (ii) the parties may not initiate any negotiations or enter into any agreements
for certain alternative transactions, (iii) Sazka is to prepare and deliver to Cohn Robbins certain audited consolidated financial statements
as of and for the year ended December 31, 2020, (iv) Swiss NewCo and Cohn Robbins are to prepare, with the assistance of Sazka, and file
the Form F-4 and take certain other actions to obtain the requisite approval of the Cohn Robbins Stockholders of certain proposals regarding
the Business Combination and (v) the parties must use reasonable best efforts to obtain any necessary approvals from governmental agencies. Representations and Warranties The Business Combination Agreement contains customary
representations and warranties by Cohn Robbins, Sazka, Swiss NewCo, US HoldCo and DE Merger Sub. The representations and warranties of
the respective parties to the Business Combination Agreement generally will not survive the Acquisition Closing. Vendor Agreements The Company has entered into an agreement with
an investment bank for advisory services. The services are being rendered in connection with the Company’s Business Combination
Agreement and are contingent upon the closing of the Business Combination. The total fee expected to be incurred upon the consummation
of the Business Combination Agreement is $12,500,000. The Company entered into an agreement with a
financial advisor for assistance in raising the PIPE financing for its pending Business Combination. The total fee expected to be incurred
upon the consummation of the Business Combination Agreement is $3,000,000. Termination The Business Combination Agreement contains certain
termination rights for both Cohn Robbins and Sazka including, but not limited to, the right to terminate at any time prior to the consummation
of the Business Combination (i) by mutual written consent of Cohn Robbins and Sazka, (ii) by either Cohn Robbins or Sazka if certain
approvals of the Cohn Robbins Stockholders, to the extent required under the Business Combination Agreement, are not obtained as set
forth therein or (iii) by either Cohn Robbins or Sazka in certain other circumstances set forth in the Business Combination Agreement,
including, among others, (a) if the consummation of the Business Combination is permanently enjoined or prohibited by the terms
of a final, non-appealable Governmental Order or other Law (each as defined in the Business Combination Agreement), (b) in the event
of certain uncured breaches by the other party or (c) if the Acquisition Closing has not occurred on or before September 20, 2022 (the
“Original End Date”). The Business Combination Agreement provides for certain conditions under which the Original End Date
can be extended by two months, to November 20, 2022. PIPE Subscription Agreements On January 20, 2022, concurrently with the execution
of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into subscription agreements (the “PIPE Subscription
Agreements”) with certain third-party investors (the “Third-Party PIPE Investors”) and the Sponsor (as defined below)
(together with the Third-Party PIPE Investors, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase,
severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, a number of Swiss NewCo Class B Shares (the
“PIPE Subscribed Shares”) equal to (x) an aggregate amount of Base Shares (as defined in the PIPE Subscription Agreements)
purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio
and (ii) in the case of the Sponsor, 1.08, for aggregate gross proceeds of $353 million, in private placements to be issued substantially
concurrently with the closing of the Business Combination (the “PIPE Investment”). The PIPE Investment is contingent upon,
among other things, the substantially concurrent closing of the Business Combination. As described in the PIPE Subscription Agreements,
the obligations of the parties to consummate the purchase and sale of the PIPE Subscribed Shares is conditioned upon, among other things,
(i) there not being in force any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then
in effect and has the effect of making the consummation of the transactions contemplated thereby illegal or otherwise restraining or prohibiting
consummation of the transactions contemplated thereby; (ii) there not being any suspension of the qualification of the offering or sale
or trading of PIPE Subscribed Shares and there being no suspension or removal from listing of the PIPE Subscribed Shares on the stock
exchange or initiation or threatening of any proceedings for any of such purposes and the PIPE Subscribed Shares having been approved
for listing on the NYSE, subject to official notice of issuance; (iii) all conditions precedent to the closing of the Business Combination
shall have been, or will be reasonably expected to be, satisfied or waived by the party who is the beneficiary of such condition(s) in
the Business Combination Agreement; (iv) certain Swiss NewCo Class B Shares shall have been delivered to the Cohn Robbins Stockholders;
(v) solely with respect to Swiss NewCo’s and Cohn Robbins’s obligations to close: (1) subject to certain exceptions described
in the PIPE Subscription Agreements, the representations and warranties made by the PIPE Investors being true and correct as of the closing
date set forth therein (the “PIPE Investment Closing”) and (2) each PIPE Investor having performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required by its applicable PIPE Subscription Agreement to be performed,
satisfied or complied with by it at or prior to the PIPE Investment Closing; and (vi) solely with respect to the PIPE Investors’
obligations to close: (1) subject to certain exceptions described in the PIPE Subscription Agreements, the representations and warranties
made by Cohn Robbins (in the case of third-party investors) and Swiss NewCo being true and correct as of the closing
date set forth therein, (2) each of Cohn Robbins (in the case of third-party investors) and Swiss NewCo having performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required by the PIPE Subscription Agreements to be
performed, satisfied or complied with by Cohn Robbins and/or Swiss NewCo, as applicable, at or prior to the PIPE Investment Closing. In
addition, solely with respect to the Third-Party PIPE Investors’ obligations to close: (a) subject to certain exceptions
described in the PIPE Subscription Agreements, the terms of the Business Combination Agreement shall not have been amended or waived in
a manner that would reasonably be expected to materially and adversely affect the economic benefits that the PIPE Investors would reasonably
expect to receive under the PIPE Subscription Agreements and (b) there shall have been no amendment, waiver or modification to any
PIPE Subscription Agreement that materially benefits any PIPE Investor unless all PIPE Investors have been offered the same benefits.
The Sponsor’s PIPE Subscription Agreement (the “Insider Subscription Agreement”) includes additional provisions providing
the Sponsor with certain rights in the event that certain agreements in connection with the Business Combination and/or other subscription
agreements are amended, or new agreements are entered into in connection with the Business Combination. The PIPE Subscribed Shares mentioned above include
settlement provisions that could change the settlement amounts depending on the number of redemptions prior to the closing date. Since
the number of redemptions is not fixed and the settlement with the investor differs from the older, this instrument is not considered
indexed to the entity’s own equity and therefore should be classified as a liability and measured at fair value, with changes in
fair value each period recognized in the unaudited condensed statement of operations. The PIPE Subscription Agreements provide certain
registration rights for Third-Party PIPE Investors. In particular, Swiss NewCo is required to file with the SEC, within thirty (30) calendar
days after the consummation of the transactions contemplated by the Business Combination Agreement, a registration statement covering
the resale of the PIPE Subscribed Shares and to use its commercially reasonable efforts to have such registration statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof
if the SEC notifies Swiss NewCo that it will “review” the Form F-4 and (ii) the tenth (10th) business day after the date
Swiss NewCo is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed”
or will not be subject to further review. Swiss NewCo must use commercially reasonable efforts to keep the registration statement effective
until the earliest of: (i) three (3) years from the date of effectiveness of the registration statement; (ii) the date the Third-Party
PIPE Investors no longer hold any registrable shares; and (iii) the date all registrable shares held by the Third-Party PIPE Investors
may be sold without restriction under Rule 144 under the Securities Act. The PIPE Subscription Agreements also provide certain demand
and piggyback rights for certain Third-Party PIPE Investors that hold more than $100 million and $75 million of PIPE Subscribed Shares,
respectively. Pursuant to the Sponsor Agreement (as defined below), the Swiss NewCo Class B Shares issued to the Sponsor in the PIPE Investment
will not be subject to a lock-up period. Additionally, pursuant to the PIPE Subscription
Agreements, the PIPE Investors agreed to waive any claims that they may have at the PIPE Investment Closing, or in the future, as a result
of, or arising out of, the PIPE Subscription Agreements against Cohn Robbins, including with respect to the monies held in the Trust Account.
The PIPE Subscription Agreements will terminate, and be of no further force and effect: (i) upon the earliest to occur of (1) such date
and time as the Business Combination Agreement is terminated in accordance with its terms, (2) the mutual written agreement of each of
the parties to the PIPE Subscription Agreements and (3) sixty (60) days after the Agreement End Date (as defined in the Business Combination
Agreement) if the PIPE Investment Closing has not occurred by such date and the terminating party’s breach was not the primary reason
such closing failed to occur by such date or (ii) if the conditions to closing set forth in the PIPE Subscription Agreements are not satisfied
or waived, or are not capable of being satisfied, on or prior to the PIPE Investment Closing and, as a result thereof, the transactions
contemplated by the PIPE Subscription Agreements will not be or are not consummated by the PIPE Investment Closing. Sponsor Agreement On January 20, 2022, Cohn Robbins announced its
entry into a Sponsor Agreement (the “Sponsor Agreement”), by and among the Sponsor, Cohn Robbins, Swiss NewCo, Clifton S.
Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”)
and Sazka, pursuant to which the Sponsor and the Insiders have agreed that, immediately prior to the consummation of the Merger (but subject
to the prior satisfaction of all of the conditions to consummation of the Merger set forth in Article X of the Business Combination Agreement),
the Sponsor and the Insiders shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of such Sponsor’s or Insider’s
right, title and interest in, to and under such Sponsor’s or Insider’s shares of Cohn Robbins Class B common stock, par value
$0.0001 per share (“Cohn Robbins Class B Common Stock”) in exchange for shares of Cohn Robbins Class A Common Stock (the “Share
Conversion”). In connection with the Share Conversion, (i) all 20,540,000 outstanding shares of Cohn Robbins Class B Common Stock
held by the Sponsor shall be exchanged and converted into the number of shares of Cohn Robbins Class A Common Stock equal to (x) 17,253,600, divided
by (y) the Class B Exchange Ratio and (ii) all 160,000 outstanding shares of Cohn Robbins Class B Common Stock held by Anne Sheehan,
C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall shall be exchanged and converted into the number of shares of Cohn Robbins
Class A Common Stock equal to (x) 160,000, divided by (y) the Class B Exchange Ratio. Under the Sponsor Agreement, the Sponsor has
agreed, among other things, that, (i) immediately prior to the consummation of the Merger (but subject to the prior satisfaction of all
of the conditions to consummation of the Merger set forth in Article X of the Business Combination Agreement), the Sponsor shall automatically
irrevocably surrender and forfeit to Cohn Robbins for no consideration, as a contribution to capital, a certain number of Cohn Robbins
Warrants, as set forth therein and (ii) the Swiss NewCo Class B Shares held by the Sponsor will be subject to certain vesting and lock-up
terms. Sponsor Support Agreement On January 20, 2022, Cohn Robbins announced its
entry into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among the Sponsor, Cohn Robbins, Swiss NewCo,
the Insiders and Sazka, pursuant to which the Sponsor agreed to, among other things, vote in favor of the Business Combination Agreement
and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. Under the Sponsor Support Agreement, the Sponsor
and Insiders agreed, with some exclusions, that until the termination of the Business Combination Agreement, they shall not, and shall
cause their Affiliates (as defined under the Sponsor Support Agreement) not to, without the prior written consent of Cohn Robbins and
Sazka: (i) offer for sale, sell (including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of,
directly or indirectly (including by gift, merger, tendering into any tender offer or exchange offer) (collectively, a “Transfer”),
or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing
arrangement) with respect to, or consent to, a Transfer of, any or all of their Cohn Robbins shares; (ii) grant any proxies or powers
of attorney with respect to any or all of their Cohn Robbins shares held by them (except in connection with voting by proxy at a meeting
of shareholders of Cohn Robbins as contemplated in Business Combination Agreement); or (iii) permit to exist any mortgage, pledge, security
interest, encumbrance, lien, license or sub-license, charge or other similar encumbrance or interest (including, in the case of any equity
securities, any voting, transfer or similar restrictions) with respect to any or all of their Cohn Robbins shares other than those created
by Sponsor Support Agreement. Shareholder Support Agreement On January 20, 2022, Cohn Robbins also announced
entry into a Shareholder Support Agreement (the “Shareholder Support Agreement”), by and among Cohn Robbins, Sazka, Swiss
NewCo and KKCG. Pursuant to the Shareholder Support Agreement, KKCG agreed to, among other things, vote to approve and adopt the effectiveness
of the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions
of the Shareholder Support Agreement, and do all other things to facilitate, accelerate or further the Business Combination and all other
documents and transactions contemplated thereby and exercise its shareholders rights and vote against (i) any alternative merger, purchase
of all or substantially all of Sazka’s or Swiss NewCo’s, as applicable, assets or other business combination transactions
(other than the Business Combination Agreement and all other documents and transactions contemplated thereby), and (ii) any proposal,
action or agreement that would (x) impede, frustrate, prevent or nullify any provision of the Business Combination Agreement and all other
documents and transactions contemplated thereby or result in any breach of any covenant, representation, warranty or any other obligation
or agreement of the Sazka or Swiss NewCo under the Business Combination Agreement and all other documents contemplated thereby or (y)
result in any of the conditions set forth in Article X of the Business Combination Agreement or the other documents contemplated thereby,
once agreed, not being fulfilled. Pursuant to the Shareholder Support Agreement,
KKCG also agreed to, among other things, not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Cohn Robbins, Swiss NewCo, US
HoldCo, DE Merger Sub, Sazka or any of their respective successors or directors (i) challenging the validity of, or seeking to enjoin
the operation of, any provision of the Shareholder Support Agreement or (ii) alleging a breach of any fiduciary duty of any person in
connection with the evaluation, negotiation or entry into the Business Combination Agreement and all other documents and transactions
contemplated therein. KKCG has also agreed that its shares of Sazka
(including any securities convertible into or exercisable or exchangeable for Sazka common shares) shall be subject to a lock-up pursuant
to the terms of the Relationship Agreement (as defined below). Transfer Restrictions and Registration Rights The Business Combination Agreement contemplates that,
at the Acquisition Closing, Swiss NewCo, the Cohn Robbins Class B Common Stock holders, the Sazka shareholders and certain of their respective
affiliates will enter into a registration rights agreement, pursuant to which Swiss NewCo will agree to register for resale, pursuant
to Rule 415 under the Securities Act, certain Swiss NewCo Class B Shares and other equity securities of Swiss NewCo that are held by the
parties thereto from time to time. The Business Combination Agreement contemplates
that, at the Acquisition Closing, Swiss NewCo and certain persons who will be shareholders of Swiss NewCo after the Acquisition Closing
will enter into a Relationship Agreement (the “Relationship Agreement”). The Relationship Agreement provides for certain events
that would trigger the transfer and sale of Swiss NewCo Class A Shares held by KKCG to Swiss NewCo. The Relationship Agreement also provides
for certain transfer restrictions and vesting provisions in relation to the 30,000,000 Swiss NewCo Class B Shares (the “Earnout
Shares”) received by KKCG in connection with the Acquisition Closing. Under the Relationship Agreement, among other things (i) if,
at any time during the seven (7) years following the date on which the Acquisition Closing occurs (the “Acquisition Closing Date”)
(the “Measurement Period”), the VWAP (as defined in the Relationship Agreement) of Swiss NewCo Class B Shares is greater than
USD 12.00 for any twenty (20) Trading Days (as defined in the Relationship Agreement) within a period of thirty (30) consecutive Trading
Days (the date when the foregoing is first satisfied, the “First Earnout Achievement Date”), then 15,000,000 of the unvested
Earnout Shares owned by KKCG shall vest on the First Earnout Achievement Date and (ii) if, at any time during the Measurement Period,
the VWAP of Swiss NewCo Class B Shares is greater than USD 14.00 for any twenty (20) Trading Days within a period of thirty (30) |
