Los tipos de opciones reales

4.1 The Company is the Paysafe Group’s ultimate holding company and is incorporated in the

Isle of Man. The Company has 11 wholly owned subsidiaries: Optimal Payments (UK) Limited, Paysafe Financial Services Limited, PAYS Services Limited, Netpro Limited and Netinvest Limited, each of which is incorporated in England and Wales, Paysafe Callco Inc., NT Services Building Corporation, 1155259 Alberta Limited and Cardload Incorporated, each of which is incorporated in Canada, and Net Group Holdings Limited and Paysafe Finance Limited, each of which is incorporated in the Isle of Man. Paysafe also directly holds 90 per cent. of the shares in NT Services Limited, a company incorporated in Canada, with 1155259 Alberta Limited, a wholly owned subsidiary of Paysafe, holding the remaining 10 per cent. of NT Services Limited.

4.2 Netinvest Limited has two wholly owned subsidiaries, Paysafe Processing Limited which is

incorporated in England and Wales and Sentinel Topco Limited which is incorporated in

Jersey. Paysafe Processing Limited has seven wholly owned subsidiaries: NETBANX! B.V.

Limited, which is incorporated in the Netherlands, Paysafe Checkout Incorporated, Paysafe Services (Canada) Incorporated, Paysafe Technologies Incorporated and Paysafe Merchant Services Incorporated, each of which is incorporated in Canada, Paysafe Services (Australia) Pty Limited which is incorporated in Australia and NBX Holdings Corporation, which is incorporated in Delaware. NBX Holdings Corporation has two wholly owned subsidiaries, NBX Services Corporation and NBX Merchant Services Corporation, each of which is incorporated in Delaware. NBX Services Corporation holds 98 per cent. of the partnership interests in TK Global Partners, LP and Netbx Services LLC, which is incorporated in Delaware and is a wholly owned subsidiary of NBX Services Corporation, holds the remaining 2 per cent. of the partnership interests in TK Global Partners, LP.

4.3 Sentinel Topco Limited has a wholly owned subsidiary, Sentinel Holdco 2 Limited, which is

incorporated in England and Wales and which in turn has a wholly owned subsidiary, Sentinel Midco Limited, which is incorporated in England and Wales. Sentinel Midco Limited has a wholly owned subsidiary, Sentinel Bidco Limited which is incorporated in England and Wales and which has a wholly owned subsidiary, Skrill Group Limited which is a parent company of the Skrill Group and is incorporated in Jersey. Skrill Group Limited has six wholly owned subsidiaries, namely Skrill Capital UK Limited, Digital Payments Europe Limited and MB Acquisitions Limited, which are incorporated in England and Wales, Skrill Capital Limited, which is incorporated in Jersey, Digital Payment Solutions New Zealand Limited, which is incorporated in New Zealand and Digital Payment Solutions Australia Pty Limited, which is incorporated in Australia. Skrill Capital UK Limited is a parent company of Payolution GmbH, which is incorporated in Austria and Payolution GmbH is the parent company of Payolution Schweiz GmbH, which is incorporated in Switzerland.

4.4 MB Acquisitions Limited is the parent company of Skrill Holdings Limited, which is

incorporated in England and Wales, and this entity holds the majority of the subsidiary companies within the Skrill Group, which includes the paysafecard Austrian, German, Swiss, Turkish, Gibraltan, US and South American business lines. MB Acquisitions Limited’s other direct subsidiary is MB Employees Nominees Limited, which is established in England and Wales. Skrill Holdings Limited’s direct subsidiaries consist of (a) Skrill Limited, which is

incorporated in England and Wales, (b) Skrill International Payments Limited, which is incorporated in England and Wales, (c) Sabemul Beteiligungsverwaltungs GmbH, which is incorporated in Austria, (d) Skrill Services GmbH, which is incorporated in Germany, (e) Skrill Canada Inc., which is incorporated in Canada (f) Skrill Hong Kong Limited, which is incorporated in Hong Kong, (g) Skrill Singapore Pte. Limited, which is incorporated in Singapore and (h) Paysafe Bulgaria EOOD, which is incorporated in Bulgaria. Sabemul Beteiligungsverwaltungs GmbH has two subsidiaries: Smart Voucher Limited, which is the Ukash business and is incorporated in the UK and paysafecard.com Wertkarten GmbH, which is incorporated in Austria, and holds the entities which make up the paysafecard group.

4.5 paysafecard.com Wertkarten GmbH, which is currently part of the Skrill Group, has eleven

wholly owned subsidiaries being (a) Prepaid Services Company Limited, which is incorporated in England and Wales, (b) paysafecard.com Wertkarten Vertriebs GmbH, which is incorporated in Austria, (c) cpt Dienstleistungen GmbH, which is incorporated in Germany, (d) paysafecard.com USA Inc., which is incorporated in Delaware, (e) MAC Limited which is incorporated in Gibraltar, (f) paysafecard.com Schweiz GmbH, which is incorporated in Switzerland, (g) paysafecard.com o¨n o¨deme servicleri limited s¸irketi, which is incorporated in Turkey and in which paysafecard.com Wertkarten Vertriebs GmbH holds a minority interest, (h) paysafecard.com Me´xico S.A. de C.V., which is incorporated in Mexico and in which paysafecard.com Wertkarten Vertriebs GmbH holds a minority interest, (i) paysafecard.com Argentina S.R.L, which is incorporated in Argentina and in which paysafecard.com Wertkarten Vertriebs GmbH holds a minority interest, (j) paysafecard.com Croatia D.O.O., which is incorporated in Croatia, and Paysafecard.com USA Inc., which is incorporated in the United States of America. The Skrill Group also holds minority interests in Cybits Holding AG and Live Gamer Inc.

4.6 Paysafe CallCo Inc. has one wholly owned subsidiary, Paysafe ExchangeCo Inc., which is

incorporated in Canada. Paysafe ExchangeCo Inc. has a wholly owned subsidiary, FANS Entertainment Inc., which is incorporated in Canada and FANS Entertainment Inc. has a wholly owned subsidiary, FANS Entertainment LLC, which is incorporated in Delaware.

4.7 Net Group Holdings Limited has four wholly owned subsidiaries, Net ID Limited, Netadmin

Limited, NETB Limited and Paysafe Merchant Services Limited, each of which is incorporated in the Isle of Man. Paysafe Merchant Services Limited has one wholly owned subsidiary, Optimal Payments Merchant Services (Mauritius) Limited, which is incorporated in Mauritius.

4.8 Optimal Payments (UK) Limited has one wholly owned subsidiary, Optimal Payments

(Bulgaria) EOOD, which is incorporated in Bulgaria and Paysafe Financial Services Limited has one wholly owned subsidiary, Optimal Payments Services Incorporated, which is incorporated in Delaware. Optimal Payments Services Incorporated also has a wholly owned subsidiary incorporated in Delaware, OPL Payment Services LLC.

4.9 Prior to Completion, the Skrill Group completed an intra-group restructuring to transfer Skrill USA Inc. outside the Skrill Group to Sentinel Group Holdings S.A. Paysafe has commenced the process for obtaining the required approvals in connection with Skrill USA Inc.’s money transmitter licences from the relevant US states or territories in order for the Paysafe Group to be able to acquire Skrill USA Inc. and has started to receive regulatory approvals from some of the relevant US states and territories. The transfer of Skrill USA Inc. to Sentinel Group Holdings S.A. was carried out at market value and the consideration (which was

e5.2 million) was left outstanding as a loan between Skrill Holdings Limited and Sentinel Group Holdings S.A. In addition, Skrill Holding Limited also provided Skrill USA Inc. with a funding loan for working capital purposes. Assuming that the required approvals are received in a timely fashion, Skrill Holdings Limited will repurchase Skrill USA Inc. on receipt of the relevant approvals and the consideration for that transfer will be the release of Sentinel

Group Holdings S.A.’s obligation to repay the e5.2 million loan owed to Skrill Holdings

Limited (and therefore Skrill Holdings Limited will not be required to raise any funds to finance the acquisition).

4.10 Sentinel Group Holdings S.A. has agreed that it will not sell Skrill USA Inc. to a third party for a period of six months after Completion. If Skrill Holdings Limited has not obtained the relevant approvals to enable Skrill USA Inc. to be transferred to Skrill Holdings Limited

within the six month period following Completion, Sentinel Group Holdings S.A. shall be permitted to sell Skrill USA Inc. to a third party. In the event Skrill USA Inc. is sold to a third party, Sentinel Group Holdings S.A. will use reasonable endeavours to sell Skrill USA Inc. for the best possible purchase price, and the proceeds of that sale shall be used to repay the loans put in place between Skrill Holdings Limited and both Sentinel Group Holdings S.A. and Skrill USA Inc., and any excess loan amount that remains outstanding (whether relating to the working capital loan or the consideration for the transfer of Skrill USA Inc.) shall be waived by Skrill Holdings Limited.