Exhibit 4.26

CODERE ONLINE LUXEMBOURG, S.A.
LONG-TERM INCENTIVE PLAN

ADOPTED BY THE BOARD ON NOVEMBER 7, 2024

APPROVED BY SHAREHOLDERS ON JUNE 30, 2025

EXPIRY DATE: DECEMBER 31, 2028

CONTENTS

CLAUSE

1.	Interpretation	1
2.	Eligibility and Grant of Options	8
3.	Rights in relation to Shares	10
4.	Grant limits	10
5.	US Option Holders	10
6.	Vesting Dates	11
7.	Suspension of Options and Cash Payments	11
8.	Malus and clawback	12
9.	Exercise of Options	13
10.	Manner of exercise of Options	14
11.	Settlement of Options	14
12.	Alternative methods of settlement of Options	15
13.	Lapse of Options	16
14.	Termination of employment (Vesting and exercise period)	17
15.	Termination of employment (timing)	17
16.	Corporate transactions	17
	Company Sale Event	17
	De-Listing and De-Listing Transactions	19
17.	Variation of share capital	20
18.	Tax liabilities	21
19.	Relationship with employment contract	22
20.	Notices	24
21.	Administration and amendment	25
22.	Third party rights	26
23.	Data Privacy	26
24.	Severability	27
25.	Governing law and jurisdiction	27

Interpretation

1.1

In this Plan, unless otherwise stated, the words and expressions below have the following meanings.

Acquiror: a third-party either alone or together with persons acting in concert with them or it. For the avoidance of doubt, the Company’s Controlling Shareholders or its Affiliates as at the date the Plan was adopted by the Board shall not be an Acquiror.

Affiliate: means, with respect to a person (the “First Person”), (i) any other person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such First Person; and (ii) any account, fund, vehicle or investment portfolio established and controlled by such First Person or an Affiliate of such First Person or for which such First Person or an Affiliate of such First Person acts as sponsor, investment adviser or manager or with respect to which such First Person or an Affiliate of such First Person exercises discretionary control thereover.

Bad Leaver: an Option Holder who ceases to be an Employee and is not a Good Leaver. For the avoidance of doubt, this shall include:

(a)

dismissal for Cause, or cessation of employment in circumstances in which the Option Holder could have been dismissed for Cause, or

(b)

save where the Board decides otherwise, the Option Holder’s resignation (voluntary termination).

Board: the board of directors of the Company, or the remuneration committee or such other committee as the Board may appoint to administer the Plan from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in the jurisdiction in which the payment is to be made (under rule 16.6) or in which notice or other communication (under rule 20) has been given.

Cause: means, irrespective of its qualification under applicable law, any of the following:

(a)

the Option Holder committing any act of gross misconduct, fraud and/or gross negligence;

(b)

continued or material failure to perform his/her assigned duties or meet their performance targets, recurrent or serious absenteeism (other than on grounds of ill health, duly evidenced to the satisfaction of the Board) or any action that constitutes a material breach of the Option Holder´s employment with Codere Online, the terms of the Plan or their Option;

(c)

breach of any restrictive covenants (including any exclusivity, non-compete, non-solicitation and confidentiality undertakings);

(d)

the contravention of or failure to follow specific lawful written directions or instructions of the Board or the Option Holder’s manager (or any other person whose orders the Option Holder is required to follow);

(e)

failure to comply in all material respects with the Codere Group’s code of ethics or other mandatory policies that may be applicable from time to time;

(f)

the breach of good faith in the performance of assigned duties (including as a result of acts that cause disparagement of the Codere Group or the failure to appropriately safeguard the Codere Group’s reputation) or any act of disloyalty or conflict of interest;

(g)

any other kind of grossly negligent conduct, fraud, dishonesty, misconduct or criminal activity, including breach of fiduciary duties and any criminal offences (other than motoring offences not carrying a custodial sentence), including any act that would entitle a prohibition under any applicable law from being a director in any jurisdiction; or

(h)

any other act which would permit a fair disciplinary dismissal (despido disciplinario procedente).

Codere Group: the Controlling Shareholder and its subsidiaries from time to time, excluding Codere Online.

Codere Online: the Company together with its Subsidiaries from time to time (and a Codere Online Company shall mean any of these companies, as relevant).

Company: Codere Online Luxembourg, S.A.

Company Sale Event: any of the following takes place:

(a)

a direct change of control of Codere Online whereby an Acquiror, in one or a series of related transactions, either acquire directly (a) more than 50% of the issued and outstanding Shares or (b) all or substantially all of the assets of Codere Online (a “Direct Change of Control”), excluding, for the avoidance of doubt, any indirect change of control of Codere Online (through the sale of the shares of the Controlling Shareholder or any other direct or indirect holding company of the Company), or

(b)

an indirect change of control of the Company whereby an Acquiror, in one or a series of related transactions, ends up owning (indirectly) more than 50% of the issued and outstanding Shares (through the acquisition of shares of the Controlling Shareholder or any other direct or indirect holding company of the Company) and, within the period of 12 months following such indirect change of control, the relevant Option Holder has ceased to be engaged or employed by a Codere Online Company as a Good Leaver (an “Indirect Change of Control”). For the avoidance of doubt, any indirect change of control of the Company (through the sale of the shares of the Controlling Shareholder or any other direct or indirect holding company of the Company) that does not lead to the termination of the engagement or employment of the relevant Option Holder within 12 months of such indirect change of control as a Good Leaver shall not be considered an Indirect Change of Control.

Any internal restructuring or reorganization (within Codere Online or Codere Group or its existing shareholders and not involving third parties) of Codere Group’s ownership interest in the Company or change of ownership arising out of a debt restructuring (including a debt-to-equity deal) will not be deemed a Company Sale Event.

Controlling Shareholder: Codere Group Topco S.A. and its successors and assigns, including, in the event of any Codere Group restructurings, any successors to Codere New Topco S.A. as Codere Group’s “topco”.

Costs: means (i) any costs, commissions, expenses and fees, including but not limited to consultancy and advisors’ fees (in particular, expenses and fees derived from, among others, financial, tax and legal advice), incurred or to be incurred by the Company, the Controlling Shareholder or its Affiliates in connection with a De-Listing Transaction and (ii) any taxes or other duties incurred, or to be incurred, by the Company, the Controlling Shareholder (or any of their respective Affiliates) in connection with a De-Listing Transaction.

Data Controller: means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or member state law, the controller or the specific criteria for its nomination may be provided for by European Union or member state law.

Data Protection Laws: A set of legal frameworks that regulate the collection, use, storage, and sharing of personal data, aiming to protect the fundamental rights and freedoms of individuals, particularly their right to privacy.

Data Protection Officer: An individual appointed by an organization, either public or private, responsible for overseeing compliance with applicable data protection laws, particularly the Data Protection Laws.

Data Subject: a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Data Protection Supervisory Authority: An independent public authority established in each European Union member state, responsible for monitoring the application of Data Protection Laws

Dealing Day: a day on which the NASDAQ is open for business.

Dealing Restrictions: restrictions imposed by the Company’s Insider Trading and Fair Disclosure Policy (as amended from time to time) or any other share dealing code adopted by the Company from time to time, the NASDAQ Rules or any applicable laws, codes or regulations which impose restrictions on dealing in shares and other securities.

De-Listing: means the Shares cease to be listed, traded or publicly quoted on NASDAQ pursuant to a voluntary decision of the Company or its shareholders (other than pursuant to a De-Listing Transaction) and are not immediately re-listed, re-traded or requoted on NASDAQ or any other major stock exchange. For the avoidance of doubt, a de-listing that is mandatory due to a breach by the Company of the legal requirements necessary to be listed on NASDAQ will not be considered a De-Listing for this purpose.

De-Listing Transaction: means a De-Listing that results from a transaction or series of related transactions in which a Transaction Value is established (other than as a result of a Company Sale Event that involves a direct change of control of the Company pursuant to (a) in the definition of Company Sale Event). For these purposes, “Transaction Value” means the consideration paid or otherwise attributed to 100% of the equity value of Codere Online agreed by the parties (i.e. seller and buyer) in the context of a transaction entailing a De-Listing regardless of the form of payment (including, but not limited to, cash, securities, assumption of debt or any other consideration of any form), net of any contingent amounts, amounts in escrow, quantifiable indemnities and Costs. For the avoidance of doubt, a de-listing transaction that is mandatory due to a breach by the Company of the legal requirements necessary to be listed on NASDAQ will not be considered a De-Listing Transaction for this purpose.

Employee: any individual who is an employee of a Codere Online Company.

Employer Company: the Option Holder’s employer or former employer.

Exercise Notice: a document in the form prescribed by the Board from time to time that the Option Holder must complete and return (together with any other documents or payments required under the Plan) to the Company in order to exercise an Option.

Exercise Price: the price at which each Share subject to an Option may be acquired on the exercise of that Option, which will be equal to the greater of (i) the Market Value of a Share and (ii) the nominal value of a Share on the Grant Date of the option.

Good Leaver: an Option Holder who ceases to be an Employee due to any of the following reasons:

death;

illness or disability rendering such Option Holder, in the reasonable opinion of the Board, permanently incapable of continued employment in his/her current position carrying out the normal duties for that position (save where such incapacity is the result of misuse of drugs or alcohol);

retirement as agreed with their Employer Company (or at any minimum age, where mandatory under or permitted by any applicable laws);

termination by their Employer Company for any reason other than for Cause;

Redundancy;

their Employer Company ceasing to be a Codere Online Company, or the transfer of all or the entire business in which the Option Holder is employed to an Acquiror that is not a Codere Online Company (a “Partial Transfer”), provided that:

the relevant Option Holder remains employed by the subsidiary that is transferred or with the business being transferred and is in Good Standing;

ii.

the Option Holder enters into any non-compete and non-solicit covenants requested by the Board; and

iii.

at the time of the Partial Transfer, the Option Holder is not and cannot be deemed to be a Bad Leaver,

or for any other reason where such Option Holder is designated by the Board in its sole and absolute discretion as a “Good Leaver”.

Good Standing: means, with respect to an Option Holder, that Option Holder continuing to be employed by a Codere Online Company and performing his/her duties under their employment agreement with the utmost loyalty, effort, commitment and diligence required by his/her position in accordance with his/her employment terms and acting in the best interests of Codere Online. Without limitation, an Option Holder shall not be considered to be in “Good Standing” during such time as (i) a circumstance or event exists that could entitle the relevant Employer Company to terminate his/her employment or service agreement as a Bad Leaver or (ii) an investigation is ongoing into whether such circumstance or event exists.

Grant Date: the date on which an Option is, was, or is to be granted.

Market Value: the market value of a Share as determined by the closing Share price on NASDAQ on the Grant Date.

NASDAQ: the Nasdaq Stock Exchange.

NASDAQ Rules: the NASDAQ Rulebook, as amended from time to time, or any other legislation, regulations or codes pertaining to companies listed on the NASDAQ.

Nominee: the person nominated by the Board to hold an Option and/or Shares issued or transferred pursuant to the exercise of an Option in trust for the Option Holder subject to the rules and the terms of documentation prescribed by the Board.

Non-Compete/Non-Solicit Agreement: a non-compete and/or non-solicitation agreement in such form as the Board may determine from time to time.

Option: an option to acquire Shares at the Exercise Price.

Option Holder: an individual who holds an Option or, where applicable and accepted by the Board, that individual’s personal representatives or Nominee, and where relevant shall include a former Option Holder.

Ordinary Vesting Dates: the dates set out in the relevant Participant Letter, which shall ordinarily be January 1st of the first, second, third and fourth year after the year in which the Option was granted (with the Option Vesting in respect of 25% of the total number of Shares over which it was granted on each such date, subject to the rules of the Plan, including but not limited to rule 6.2).

Participant Letter: a letter setting out the terms of an Option, in accordance with rule 2.5, in the form prescribed by the Board from time to time.

Personal Data: means any information relating to an identified or identifiable natural person.

Plan: the incentive scheme constituted and governed by these rules, as amended from time to time.

Redundancy: has the meaning given to it in sections 51 (Despido colectivo) and 52.c (Extinción del trabajo por causas objetivas) of the Real Decreto Legislativo 2/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Estatuto de los Trabajadores (“ET”), and shall be taken to have occurred at the conclusion of the legal process set out in sections 51 and 53 of the ET, correspondingly or, in circumstances where sections 51 and 53 of the ET does not apply, at the conclusion of any other equivalent process which complies with any applicable laws and, provided that in both cases, at the time of the Redundancy, (i) no circumstance or event exists that could entitle the relevant Employer Company to terminate the Option Holder’s employment or service agreement as a Bad Leaver and (ii) no investigation is ongoing into whether such circumstance or event exists.

Relevant Company: the Option Holder’s Employer Company or any other person who is or could be required to account to any Tax Authority for a Tax Liability in respect of an Option Holder.

Section 409A: means section 409A of the US Internal Revenue Code of 1986, as amended from time to time.

Share: an ordinary share of €1.00 nominal value (subject to rule 17) in the capital of the Company.

Subsidiary: with respect to any person, any other person that, now or in the future, is directly or indirectly controlled by such person, including (i) any trust in which such person holds all of the beneficial interests and (ii) any partnership, limited liability company or similar entity in which such person holds all of the interests other than the interests of any general partner, managing member or similar person. For the avoidance of doubt, a person shall be deemed to control another person if such first person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise, all the foregoing in accordance with, as and further set out in, Article 42 of the Spanish Commercial Code.

Taxes: all direct or indirect taxes, charges, surcharges, fees, duties, levies, including income tax, corporate income tax, value added tax, transfer tax, property tax, professional tax, penalty tax on disallowed expenses, stamp duties, excise, customs duties, municipal license or permit, employment or other social security charges (including any payroll-related charges and health, unemployment, housing, family allowances, pension or retirement contributions), or any other charge in the nature of taxation, whether payable directly, by withholding (wherever imposed), by means of a direct liability, tax succession, joint and several liability, or subsidiary or secondary liability or otherwise, including any interest thereon, and penalties, liability, fines or additional amounts in relation, or attributable, thereto, and any payment made in or in relation thereto, imposed by any tax authority and regardless of whether chargeable against or attributable to, in each case directly or primarily, any person, or whether any amount in respect of any of them is recoverable from any other person (and “Tax” shall have a corresponding meaning).

Tax Authority: the relevant tax authority in the relevant jurisdiction.

Taxable Event: any event or circumstance that gives or may give rise to a liability for the Option Holder to pay (or for any Relevant Company to account to any Tax Authority for or in respect of the Option Holder or former Option Holder) a Tax Liability in respect of the Option, including its Vesting, exercise, assignment or surrender for consideration, or the receipt of any benefit in connection with it.

Tax Liability: the total of any Taxes, social security contributions and medicare or their equivalents in any jurisdiction for which any Relevant Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event and any related fines, penalties and interest.

US Option Holder: means an Option Holder (or proposed Option Holder, where the context so permits or requires) who is, becomes, or is expected to become, subject to U.S. income tax under the United States Internal Revenue Code of 1986, as amended.

Vest: means that an Option (or part thereof) becomes exercisable in accordance with these rules, and “Vesting” and “Vested” shall have a corresponding meaning.

Vesting Dates: is the date on which the Option (or part thereof) Vests, which shall (save where the Option has lapsed or been surrendered before such date) be the Ordinary Vesting Dates or such other date as the Option Vests in accordance with these rules.

1.2

Rule headings shall not affect the interpretation of the rules.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4

Any Schedules to this Plan form part of the rules and shall have effect as if set out in full in the body of the rules. Any reference to the rules includes the Schedules.

1.5

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6

Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.

1.7

A reference to a statute or statutory provision includes a reference:

(a)

to that statute or provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision;

(b)

to any repealed statute or statutory provision which it re-enacts (with or without modification); and

(c)

to all subordinate legislation made from time to time under it.

1.8

A reference to writing or written includes email.

1.9

A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.

1.10

Save where otherwise defined, references to rules and schedules are to rules of and schedules to the Plan.

1.11

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Eligibility and Grant of Options

2.1

Subject to the rules, the Board may, at its discretion, grant an Option to any Employee it chooses at any time.

2.2

The Board may also grant Options to (i) existing and/or future directors of the Company (each a “Director”), and (ii) individuals who are not Employees, but who provide services to a Codere Online Company under a service or consulting agreement (including any directors of the Company), including through a professional employer organization (each such individual being a “Service Provider”). The provisions of this Plan in respect of Employees will be interpreted, so far as possible, mutatis mutandis with regards to Options held by any Director who is not an Employee, and/or Service Providers (for example, cessation of employment will be deemed to mean termination of appointment (in the case of Directors) and cessation of services (in the case of Service Providers), and Redundancy as a Good Leaver reason shall not apply to a Director who is not an Employee, or Service Providers). In these cases, the Service Providers may be required to accept expressly these rules and any other provisions applicable to the Service Provider (including those applicable under the relevant Participant Letter).

2.3

The Board may, at its discretion, grant an Option to a Nominee where it considers that the legislation of the jurisdiction in which the proposed Option Holder is based (including, but not limited to, Israel) makes it necessary or desirable to grant the Option to a nominee for that individual.

2.4

The Board may not grant Options:

(a)

during any time when it is prevented from so doing by Dealing Restrictions; or

(b)

after 31 December 2028 (whether or not there is any Unused Headroom, as defined in rule 4.1).

2.5

The Board shall grant an Option by such method as the Board may decide, including but not limited to by way of a Board resolution. A Participant Letter shall be provided to each Option Holder as soon as reasonably practicable following the grant of the Option(s).

Each Participant Letter shall (without limitation):

(a)

state the Grant Date of the Option;

(b)

state the number of Shares in relation to which the Option is granted;

(c)

state the Exercise Price;

(d)

specify the Vesting schedule;

(e)

the Option’s Lapse Date; and

(f)

include a statement that the Option is subject to these rules (which shall be incorporated in the Participant Letter by reference).

2.6

It shall be a term of the grant and Vesting of every Option that the Option Holder (and in the case of an Option Holder that is a nominee, the person for whom the nominee is acting as nominee) unconditionally and irrevocably agrees:

(a)

to these rules and to comply with them (including but not limited to the provisions of rule 8 and rule 18),

(b)

to sign a copy of the Participant Letter in accordance with the instructions set out therein and return it to the person to whom such letter specifies that it must be returned by the deadline set out therein (or to confirm their agreement to the terms of the Participant Letter by any other means specified by the Board), and

(c)

to provide to the Company, within 14 days of a request by the Company, duly signed and executed originals of all documents (including documents of transfer or powers of attorney) considered necessary or desirable by the Company to effect or enforce the application of rule 8 and rule 18.

Rights in relation to Shares

An Option Holder has no voting, dividend or other rights attaching to the Shares over which their Option subsists before they acquire such Shares.

Grant limits

4.1

The Company may not grant an Option under the Plan if that grant would result in the total number of Shares over which Options have been granted exceeding:

(a)

in calendar year 2024 (“Plan Year 1”), 600,000 Shares,

(b)

other than in Plan Year 1, in any one Plan Year, 500,000 Shares, plus any Unused Headroom from previous Plan Years, and

(c)

in aggregate under the Plan, 2.6 million Shares.

where “Plan Year” means Plan Year 1 and the calendar years 2025, 2026, 2027 and 2028, and

“Unused Headroom” means 500,000 (600,000 in respect of Plan Year 1) less the number of Shares over which Options have been granted during that Plan Year. For example, if in Plan Year 1 and 2025 Plan Year, Options are granted over an aggregate of 700,000 Shares, Options could be granted over 900,000 Shares in the 2026 Plan Year (i.e. the 500,000 Share limit in the 2026 Plan Year, plus Unused Headroom of 400,000 Shares).

4.2

For the avoidance of any doubt, the Board has no obligation to grant Options to use any Unused Headroom.

4.3

Shares which were subject to Options which (i) lapsed or (ii) were surrendered or cancelled will cease to count towards the above limits. Where an event under rule 17 has taken place between the date of issue of the Shares and the date on which the limit is to be calculated, the number of Shares to be taken into account for the purposes of the above limit will be adjusted in the manner the Board considers appropriate to take account of such event.

US Option Holders

5.1

The Company intends that Options be exempt from Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the Plan shall be so construed. Absent a written designation to the contrary, the Options shall be granted with an intention to qualify for the stock rights exemption under U.S. Treasury Regulation 1.409A-1(b)(5) and shall not constitute incentive stock options within the meaning of Section 422(b) of the Code. No Option is intended to be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code and shall be reformed accordingly as would be effective under applicable law unless specifically determined by the Board. The Company shall use commercially reasonable efforts to implement the foregoing in good faith; provided that neither the Board, the Company nor any of its Affiliates shall have any liability with respect to this Section 5.1 and no representation is made to any Plan participant as to tax status under U.S. law.

Vesting Dates

6.1

Subject to the rest of these rules, each Option will Vest in tranches on the Ordinary Vesting Dates set out in the relevant Participant Letter.

6.2

In particular, the relevant tranche of the Option will not Vest if on the relevant Ordinary Vesting Date the Option Holder does not continue to be employed by the relevant Employer Company or is not in Good Standing.

6.3

If the Option Holder’s employment or contractual relationship is or has been suspended for any reason (including where the Option Holder is suspended from work, with or without pay), Vesting shall be suspended for so long as the relationship has been suspended, except in case of legal suspensions due to maternity or paternity reasons during the mandatory period established by law.

Suspension of Options and Cash Payments

7.1

Notwithstanding any other rule of this Plan, an Option Holder may not exercise an Option, and no cash payment will be made to an Option Holder under rule 16.3 or 16.4 (relating to a De-Listing and a De-Listing Transaction) at any time:

(a)

while disciplinary proceedings by any Codere Online Company are underway against the Option Holder (including where the Option Holder is suspended from work, with or without pay);

(b)

while any Codere Online Company is investigating the Option Holder’s conduct and may as a result begin disciplinary proceedings (including, but not limited to, where the Option Holder is suspected of not operating within the best interests of Codere Online, as determined by the Board), or

(c)

save where the Option Holder is no longer an Employee (by virtue of having become a Good Leaver), the Option Holder is being investigated to establish whether or not they are in Good Standing.

7.2

If the result of the proceedings or investigations to which rule 7.1 refers is that the Option Holder becomes a Bad Leaver or is found not to be in Good Standing, their Option(s) shall, to the extent unexercised, immediately lapse in full, and no payments (or further payments) will be made under rule 16.3 or 16.4. On the contrary, if the result of such proceedings or investigations is that the Option Holder is found to be in Good Standing, does

not become a Bad Leaver, and is not subject to an event that would entitle the Board to terminate their contract as a Bad Leaver, then the Option which the Option Holder was prevented from exercising due to the operation of rule 7.1 will continue on its terms from the conclusion of the disciplinary proceedings or investigation. Any cash payment(s) which was/were not made due to the operation of rule 7.1 will be made as soon as practicable after the conclusion of the disciplinary proceedings or investigation.

Malus and clawback

8.1

This rule applies in relation to an Option (or any tranche thereof) if any of the following circumstances (the “Relevant Circumstances”) exist (as determined by the Board, where relevant, in its fair and reasonable opinion):

(a)

the Option Holder is dismissed due to the Option Holder committing any act of gross misconduct, fraud and/or gross negligence, or any other act which would give rise to a dismissal on disciplinary grounds in the relevant jurisdiction (“Very Bad Leaver Reasons”);

(b)

the Option Holder’s Employer Company is entitled, or would have been entitled, to terminate the Option Holder’s contract due to any Very Bad Leaver Reason;

(c)

the Option Holder has breached the Non-Compete/Non-Solicit Agreement; and/or

(d)

in respect of any Option Holder who holds the position of Executive Vice-Chairman, the CEO or the CFO of the Company only, the Option Holder voluntarily resigns.

8.2

This rule applies in relation to an Option (or any tranche thereof) if the Board determines that a Relevant Circumstances exists within two years from the date on which the corresponding Option (or the particular tranche of it) has Vested.

8.3

If rules 8.1 and 8.2 apply, the Board may decide to apply rules 8.4 to 8.7 in relation to an Option (or tranche thereof) at any time within the 12-month period following the end of the two-year period mentioned in rule 8.2.

8.4

If the Board decides to apply this rule 8.4 and rules 8.5 to 8.7, they may (i) reduce the number of Shares (including to nil) subject to the relevant Option (or tranche thereof) if such Option (or tranche thereof) is unexercised, and/or (ii) determine a Clawback Amount in relation to the relevant Option (or tranche thereof) if such Option (or tranche thereof) has been exercised.

8.5

The Clawback Amount shall be such amount as the Board considers to be fair and reasonable, but shall not be more than the greater of (i) the market value of the Shares acquired pursuant to the Option (or tranche thereof) on the date the Option Holder acquired them (as determined by the closing Share price on that date) and (ii) subject to the rest of this rule, an amount equal to the net proceeds realized from any sale of such Shares, in each case minus any Exercise Price paid. Where the sale to which (ii) above refers took place other than on an arm’s-length basis at market value, the net proceeds shall be deemed for the purposes of determining the Clawback Amount to be equal to the net proceeds had the Shares been sold at market value (as determined by the closing Share price on the date of the sale). For clarification purposes, the Clawback Amount shall include the Tax Refund (as defined below) unless the Board decides otherwise.

8.6

The Option Holder shall use his or her best endeavors to obtain from the Tax Authority repayment of (or credit for) any Taxes paid by or on the Option Holder’s behalf in relation to the Option (the “Tax Refund”) as soon as reasonably practicable after being notified of the Clawback Amount. If no such repayment or credit is possible, the Board may decide to reduce the Clawback Amount to take account of this amount (save where the calculation of the Clawback Amount already took into account the amount of Taxes paid).

8.7

The Company may obtain recovery of the Clawback Amount from the Option Holder in any (or any combination) of the following ways:

(a)

by reducing or cancelling any Options (or tranches thereof) that the Option Holder has not exercised;

(b)

by reducing or cancelling any cash bonus payable to the Option Holder by any Codere Online Company;

(c)

by requiring the Option Holder to transfer (or procure the transfer of) Shares to such person as the Company may direct for no consideration;

(d)

by requiring the Option Holder to make a cash payment equal to the Clawback Amount to a Codere Online Company within 30 days of a written demand by the Company and by accepting an Option, the Option Holder consents to (i) such payment being made and the Company receiving such payment and, (ii) if the Option Holder fails to make the payment in full within this period, their Employer Company making appropriate deductions from any salary or other payment due to the Option Holder.

8.8

Each Option will also be subject to such deductions and clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement, which shall be effected by the operation of this rule 8 and the application of any other method permitted pursuant to such law, government regulation or stock exchange listing requirement.

Exercise of Options

9.1

Subject to the rest of these rules, an Option Holder may exercise an Option at any time to the extent that it has Vested (and any other condition stated in the Participant Letter is satisfied) at any time before it lapses.

9.2

An Option Holder may not exercise any part of an Option at a time when its exercise is prohibited by, or would be a breach of, any Dealing Restrictions or when such exercise is prohibited under rule 7.

9.3

An Option Holder may not exercise any part of an Option without having signed an Exercise Notice and made any arrangements, or entered into any agreements, that may be required pursuant to any provision of this Plan, the clawback provisions set forth in rule 8 of the Plan, the Non-Compete/Non-Solicit Agreement and rule 18.

10.

Manner of exercise of Options

10.1

The Option Holder shall exercise an Option (or any part thereof) by giving an Exercise Notice to the Company setting out the number of Shares over which they wish to exercise the Option. Save as permitted by the Board or the CFO, only two Exercise Notices may be delivered during any one calendar year.

10.2

The Exercise Notice shall be accompanied by (i) any payment required under rule 18 and (ii) payment in cash of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice (item (ii) being referred to as the “Subscription Price”), unless one of the alternative methods of settlement of Options permitted under rules 12 is selected.

10.3

Any Exercise Notice shall be invalid:

(a)

to the extent that it is inconsistent with the Option Holder’s rights under these rules or the Participant Letter relating to the Option which the Option Holder is purporting to exercise;

(b)

if any of the requirements of rule 10.1 or rule 10.2 are not met, or

(c)

if any payment referred to in rule 10.2 is made by any means that fails to transfer the expected value to the Company.

The Company may permit the Option Holder to correct any defect referred to in rule 10.3 (but shall not be obliged to do so). The date of any corrected Exercise Notice shall be the date of the correction rather than the date of the original notice for all other purposes of the Plan.

11.

Settlement of Options

11.1

This rule 11 is subject to rule 12.

11.2

Promptly after the valid exercise of an Option, the Company shall (unless prevented by any Dealing Restrictions, and provided it has obtained any necessary approvals or consents and the Tax Liability has been paid, or arrangements for it to be paid have been made to the satisfaction of the CFO, and the full amount of the Subscription Price has been paid and received by the Company) allot and issue Shares or, as appropriate, procure their transfer to the Option Holder (or, if relevant, the Nominee). In the event of an issuance of Shares, any amount in excess of the aggregate nominal value of the Shares to be issued will be recorded as share premium. No Option Holder shall have any interest in Shares until the time at which they are issued or transferred to him.

11.3

Where the Company is prevented by any Dealing Restrictions from allotting and issuing, or procuring the transfer of Shares, it will allot and issue, or procure the transfer of, the relevant Shares as soon as reasonably practicable after such Dealing Restrictions cease to apply.

11.4

Shares allotted and issued in accordance with rule 11.2 shall rank equally in all respects with the other shares of the same class in issue at the date of allotment, except for any rights determined by reference to a date before the date of allotment.

11.5

Shares transferred in accordance with rule 11.2 shall be transferred free of any lien, charge or other security interest, and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.

12.

Alternative methods of settlement of Options

12.1

Instead of delivering the number of Shares specified in the relevant Exercise Notice, the Company may settle the exercise of an Option, in the sole discretion of the Board, by:

(a)

making a cash payment to the Option Holder equal to the amount by which the Market Value of a Share on the date of exercise of the Option exceeds the Exercise Price, multiplied by the number of Shares in respect of which the Option is being exercised (the “Gain”), or

(b)

where the Option Holder has so elected, and provided that such Option Holder is an Employee of the Company or of a Subsidiary in which the Company holds directly or indirectly at least 50% of the share capital or voting rights, arranging for the transfer (to the extent the Company has sufficient Shares available in treasury)¹ or issue to the Option Holder (or their Nominee) of Shares with a Market Value equal to the Gain (rounded down to the nearest whole Share), for which the Option Holder shall not be required to make payment, provided any Tax Liability has been paid in accordance with rule 18.

12.2

Where the Option is settled in cash, the Relevant Company shall make such deductions from the payment as are required by applicable law, including any withholding taxes, in accordance with rule 18.

It being understood that such issuance of Shares would only be possible to the extent the Company has sufficient reserve available, within the meaning of Luxembourg law, for capitalisation as payment of such shares to be issued.

12.3

This Rule 12 shall not apply to an Option if its application would cause any adverse issues (including but not limited to securities laws, exchange control, Taxes or social security) for any Codere Online Company or an Option Holder (including, but not limited to, Option Holders resident in Israel).

13.

Lapse of Options

13.1

An Option Holder may not transfer or assign, or create any charge or other security interest over an Option (or any right arising under it) or otherwise encumber or dispose of an Option. An Option shall lapse (and therefore all rights pursuant to it shall be forfeited) if the Option Holder does any of those things, save that this rule 13.1 shall not prevent the transmission of an Option to an Option Holder’s personal representatives on the death of the Option Holder.

13.2

In addition to any lapse provisions elsewhere in the rules, an Option shall lapse (and therefore all rights pursuant to it shall be forfeited) on the earliest of the following:

(a)

the expiry of a period of ten years beginning with January 1^st in the year in which it was granted (the “Lapse Date”), assuming that no event occurs to cause it to lapse earlier, save that if it cannot be exercised during the period of 30 days ending with the Lapse Date because of any Dealing Restrictions or due to the application of rule 7.1 (Suspension of Options), the Board shall extend the Lapse Date to such date as the Board determines appropriate to permit the Option to be exercised within a period after the Dealing Restrictions or rule 7.1 cease to apply (save, in the latter case, if the result of the proceedings under rule 7.1 is that the Option Holder becomes a Bad Leaver);

(b)

unless the Board decides otherwise, the deadline specified in the Participant Letter, if the Option Holder has not, before such deadline, returned a signed copy of the Participant Letter (evidencing their acceptance of the Option) and any Non-Compete/Non-Solicit Agreement to the person(s) to whom such letter and any such agreement state that they must be returned;

(c)

the first anniversary of the Option Holder’s death;

(d)

if the Option Holder becomes bankrupt (under legislation in the Option Holder’s country of residence),

(e)

the passing of an effective resolution, or the making of an order by the relevant court, for the insolvent winding-up or restructuring of the Company either within the context an insolvency proceeding or the approval restructuring plan reached in the context of the actual or imminent insolvency of the Company in line with articles of the Luxembourg Commercial Code or of the Luxembourg law of August 7, 2023 on preservation of companies and modernizing the insolvency legislation, or an equivalent insolvency or pre-insolvency proceeding applicable under the relevant applicable laws.

14.

Termination of employment (Vesting and exercise period)

14.1

If an Option Holder becomes a Good Leaver, each Option they hold:

(a)

shall continue in existence only in respect of the number of Shares over which it has Vested as at the date of cessation of employment (or in respect of such greater number of Shares as the Board may determine in its absolute discretion), and to the extent the Option does not so continue, it shall lapse on the date the Option Holder becomes a Good Leaver, and

(b)

after the application of rule 14.1(a) above, the Option (or part thereof) that remains in existence (either because it is Vested or because the Board, at its sole discretion, has so determined) may (subject to rule 16.1(a)(ii) to 16.1(a)(iv) inclusive) be exercised during the 90-day period (or 12 months where the Option Holder has become a Good Leaver by reason of death), or such longer period as the Board may decide, following the date the Option Holder becomes a Good Leaver. Upon the expiry of this period, the Option(s) will lapse to the extent unexercised.

14.2

If an Option Holder becomes a Bad Leaver each Option they hold (regardless of the extent to which it is Vested) shall lapse on the date they become a Bad Leaver.

15.

Termination of employment (timing)

15.1

For the purposes of rule 14, an Option Holder shall not be treated as ceasing to be an Employee (and becoming a Good Leaver or a Bad Leaver) until he or she no longer holds any office or employment with any Codere Online Company, save that an Employee who resigns (other than in order to commence employment with another Codere Online Company) shall be deemed to be a Bad Leaver from the date they give notice to cease employment (and not the date they cease employment).

15.2

An Option Holder who ceases to be an Employee in circumstances where they retain a statutory right to return to work shall only be treated as having ceased to be an Employee from such time (if at all) as they cease to have such a right to return to work.

16.

Corporate transactions

Company Sale Event

16.1

(a)

Subject to rule 16.8, upon a Company Sale Event that involves a Direct Change of Control (pursuant to (a) of the definition of Company Sale Event) that results in a De-Listing:

(i)

Options will automatically Vest in full provided that the Option Holder at such time is employed or engaged by a Codere Online Company and is in Good Standing;

(ii)

Options held by Employees, Directors, or current Service Providers complying with (i) above (and, if the Board so decides, by Good Leavers whose Options have continued in accordance with rule 14.1) which have a per Share Exercise Price which is less than the price per Share which would be received by selling shareholders pursuant to the Company Sale Event will (to the extent unexercised by the relevant Option Holder) automatically be exercised on the basis set out in rule 12.1(b) (cashless net settlement) immediately before the Company Sale Event;

(iii)

Option Holders who receive Shares, either by virtue of rule 12.1(b) (cashless net settlement) as set out in rule 16.1(a)(ii), or upon exercise of their Options prior to the completion of a Company Sale Event:

will receive the same consideration (i.e. cash, shares in the Acquiror or a combination of both) as that received by other selling shareholders at completion of the Company Sale Event, net of any contingent amounts, amounts in escrow, quantifiable indemnities and Costs, and

will receive any deferred or contingent consideration (including where any amounts are retained in escrow or as quantifiable indemnities), if and when paid, at the same time as the other selling shareholders.

(iv)

Options will lapse, to the extent unexercised, on the completion of a Company Sale Event under this 16.1(a).

(b)

Subject to rule 16.8, upon a Company Sale Event that involves a Direct Change of Control (pursuant to (a) of the definition of Company Sale Event) that does not result in a De-Listing:

(i)

Options will automatically Vest in full provided that the Option Holder at such time is employed or engaged by a Codere Online Company and is in Good Standing, and

(ii)

Options will otherwise continue on their terms.

(c)

no restrictions, other than those imposed in the Company’s Insider Trading Policy, shall apply to the sale of Shares received upon exercise of Options in the context of a Company Sale Event pursuant to rule 16.1.

16.2

Upon a Company Sale Event that involves an Indirect Change of Control (pursuant to (b) of the definition of Company Sale Event):

(a)

rule 14.1 (which provides that Unvested options lapse on cessation of employment, unless the Board decides otherwise, and imposes a 90-day exercise period) shall not apply;

(b)

Options held by the Option Holder affected by the Indirect Change of Control (pursuant to (b) of the definition of Company Sale Event) will automatically Vest in full if (i) their contract is terminated as a Good Leaver within the period of 12 months following such Indirect Change of Control, and (ii) the Option Holder was, immediately before the termination of their contract, in Good Standing, and

(c)

Options will otherwise continue on their terms (for the avoidance of doubt, rules 14 and 15 will apply to Good Leavers).

De-Listing and De-Listing Transactions

16.3

Subject to rule 7 and rule 16.7, on a De-Listing, Option Holders will receive (in full and final settlement of their Options) an amount in cash based on the amount by which the average closing Share price over the 20 Dealing Days immediately prior to any announcement made with respect to a De-Listing exceeds the per Share Exercise Price of their Option:

(a)

multiplied by the number of Shares in respect of which their Option is Vested at that time, at the effective date of the De-Listing, and

(b)

subject to rule 16.5, provided they are at the relevant date an Employee in Good Standing, on each Ordinary Vesting Date (if any) which occurs after the date of the De-Listing, multiplied by the number of Shares in respect of which their Option would have Vested on each such Ordinary Vesting Date.

16.4

Subject to rule 7 and rule 16.7, on a De-Listing Transaction, Option Holders will receive (in full and final settlement of their Options) an amount in cash based on the amount by which the value of a Share based on the Transaction Value exceeds the per Share Exercise Price of their Option:

(a)

multiplied by the number of Shares in respect of which their Option is Vested at that time, at the effective date of the De-Listing Transaction, and

(b)

subject to rule 16.5, provided they are at the relevant date an Employee in Good Standing, on each Ordinary Vesting Date (if any) which occurs after the date of the De-Listing Transaction, multiplied by the number of Shares in respect of which their Option would have Vested on each such Ordinary Vesting Date.

16.5

If the Option Holder becomes a Good Leaver after the effective date of the De-Listing or De-Listing Transaction, they will receive, on or around the time they cease employment or service, all payments to which they would have become entitled under rule 16.3(b) or rule 16.4(b) (as applicable) had they remained an Employee in Good Standing.

16.6

Any payments due pursuant to paragraphs 16.3 to 16.5 above will be made by the Employer Company (and where applicable through the payroll system) within 30 Business Days from the occurrence of the relevant payment event (e.g. a De-Listing or De-Listing Transaction, or the Ordinary Vesting Date, or upon becoming, a Good Leaver where relevant), save that where on a De-Listing Transaction the selling shareholders receive a proportion of their consideration as deferred or contingent consideration (including where any amounts are retained in escrow or as quantifiable indemnities) the payment due pursuant to paragraph 16.4(a) will be paid in the same proportion(s) and on the date(s) the deferred or contingent consideration is paid to the selling shareholders.

16.7

Where the settlement of the Option in cash is not permitted under the laws of the country in which the Option Holder is resident (including, but not limited to, Israel), on the occurrence of a De-Listing or De-Listing Transaction, the Option will be satisfied in such manner as the Board may determine.

Internal reorganisations

16.8

Unless the Board decides that this rule 16.8 shall not apply, if the Acquiror in a transaction which would (but for this rule) be a Company Sale Event is (a) an Affiliate of the Controlling Shareholder, (b) a company whose shareholders and the proportion of its shares held by each of them following completion of the Company Sale Event are substantially the same as the shareholders of the Company immediately before the Company Sale Event, or (c) a company whose controlling shareholders and the proportion of its shares held by each of them following completion of the Company Sale Event are substantially the same as the ultimate shareholders of the Controlling Shareholder immediately before the Company Sale Event, any outstanding Options will be automatically exchanged for Options on the same terms (mutatis mutandis) over shares in the Acquiror. Where Options are so exchanged, the Plan shall be interpreted in relation to any replacement Options as if references to the Company were references to the Acquiror.

Solvent Winding up

16.9

If the shareholders of the Company receive notice of a resolution for the voluntary and solvent winding up of the Company, any Option Holder may (save where prevented from so doing by Dealing Restrictions) exercise an Option (to the extent Vested, or to such greater extent as the Board may permit) at any time before that resolution is passed, conditional upon (and taking effect immediately before) the passing of that resolution, and if the Option Holder does not exercise the Option, it shall lapse when the winding up begins.

17.

Variation of share capital

17.1

This rule 17 applies where there is:

(a)

a variation of share capital; or

(b)

an extraordinary distribution to shareholders.

17.2

In this rule 17:

(a)

a variation of share capital includes a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, a vendor placing with clawback, a vendor rights offer or a cash open offer, but excludes a scrip dividend.

(b)

an extraordinary distribution to shareholders includes a demerger or special dividend.

17.3

If a variation of share capital or an extraordinary distribution occurs and the Board determines that it has materially affected the value of Options, the Board shall make such compensatory adjustment as it considers appropriate to:

(a)

the number of Shares subject to the Option;

(b)

the class and nominal value of shares subject to the Option; and

(c)

the Exercise Price (provided that the aggregate Exercise Price of an Option shall remain unchanged).

17.4

The Board may take any actions it considers necessary to notify all affected Option Holders of any decision made under this rule 17 and may call in, cancel, endorse, issue or re-issue any Participant Letter as a result of any adjustment(s).

18.

Tax liabilities

18.1

Each Option Holder will be responsible for payment of the personal income Tax and other Taxes which may be applicable to the income obtained by the Option Holder as a consequence of any under the Plan, as well as for the payment of the social security contributions legally imputable to him or her.

18.2

Notwithstanding the foregoing, the Relevant Company shall have the right to deduct or withhold from any benefit or amount payable or credited to the Option Holders under the Plan, any Taxes, social security contributions and pension fund contributions that may be due in any jurisdiction in respect of or arising in connection with such payment to an Option Holder and other amounts as it may be required by applicable laws to deduct or withhold and to remit the amounts deducted or withheld to any Tax Authority as required by the applicable laws.

18.3

Each Option Holder hereby expressly acknowledge and consent to the withholding of such amounts and, if applicable, unconditionally and irrevocably agrees as a term of the grant, holding and Vesting of an Option (and the exercise of an Option), and any right to receive any Shares, cash or other benefit under the Plan in relation to their Option:

(a)

to pay the Tax Liability to the Relevant Company;

(b)

to enter into arrangements to the satisfaction of the Relevant Company to pay the Tax Liability (including, but not limited to, net settlement or a sale to cover);

(c)

to fully indemnify and keep indemnified the Relevant Company in respect of any Tax Liability;

(d)

to hold the Relevant Company harmless (on an after-Tax basis) of any of damages (including but not limited to Taxes, expenses, surcharges, penalties or delay interest) arising from any failure by any Option Holder to comply with his/her Tax payment and/or filing obligations, and will not be held liable for any Tax advice nor for the Tax treatment of any Option Holder with regard to the Plan;

(e)

that if they do not pay the Tax Liability to the Relevant Company within seven days of any Taxable Event, the Relevant Company may, if the relevant Taxable Event is the exercise of an Option, and the Shares are readily saleable at the time, retain and sell such number of Shares on behalf of the Option Holder as is necessary to meet the Tax Liability and any costs of such sale, or deduct the amount of any Tax Liability from any payments of remuneration made to the Option Holder on or after the date on which the Tax Liability arose;

(f)

that the obligations above shall not be affected by any failure of the Relevant Company to withhold shares or deduct from payments of remuneration under rule 18(e).

19.

Relationship with employment contract

19.1

This rule 19 shall apply notwithstanding any other provision of these rules.

19.2

The Plan shall not form any part of any contract of employment or terms of appointment between any past or present Codere Online Company and any directors, officers or employees of any of those companies, and it shall not confer on any such persons any legal or equitable rights (other than those constituting the Options themselves) against any past or present Codere Online Company, directly or indirectly, or give rise to any cause of action in law or in equity against any Codere Online Company.

19.3

The value of any benefit realised under the Plan by Option Holders shall not form any part of their pay, wages, remuneration or fees or be taken into account in determining any pension or similar entitlements, but it will be considered for social security contributions, where applicable.

19.4

The Employees to whom Options are granted, the number of shares under Option, the Ordinary Vesting Dates and any Vesting conditions shall be determined by the Board in its absolute discretion. The Board may at any time discontinue the grant of Options or decide in any year not to grant any Options. The grant of an Option does not give any Option Holder an entitlement (or any expectation of an entitlement) to any future grant of an Option pursuant to the Plan notwithstanding that other grants are made in a particular year to other Employees.

19.5

Nothing in the Plan or in any document executed under it will:

(a)

give any person any right to continue as an Employee;

(b)

affect the right of any Codere Online Company to terminate the employment of any person at any time with or without cause; or

(c)

impose on any Codere Online Company, the Nominee or the Board or their respective agents and employees, any liability in connection with:

(i)

the loss of an Option Holder’s benefits or rights under the Plan,

(ii)

the failure or refusal of any person to exercise a discretion under the Plan, and/or

(iii)

an Option Holder ceasing to be a person who has the status or relationship of an employee or director of Codere Online Company for any reason as a result of the termination of the Option Holder’s employment.

19.6

Option Holders and Employees shall have no rights, other than the rights of an Option Holder as a Good Leaver (and by accepting their Option, an Option Holder waives any claim to such rights), to compensation or damages from any Codere Online Company or any former Codere Online Company on account of any loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

(a)

any company ceasing to be a Codere Online Company; or

(b)

the transfer of any part of Codere Online’s business (including but not limited to, the sale of a business unit) to any person that is not a Codere Online Company.

This exclusion of liability shall apply however the change of status of the relevant Codere Online Company, or the transfer of the relevant business, is caused, and however compensation or damages are claimed.

19.7

Option Holders and Employees shall have no rights (and by accepting their Option, an Option Holder waives any claim to such rights) to compensation or damages for any loss of any right or benefit or prospective right or benefit under the Plan which he or she might otherwise have enjoyed (including, without limitation, the lapse of Options or part thereof by reason of his or her ceasing to be employed by any Codere Online Company) where this loss arises (or is claimed to arise), in whole or in part, from:

(a)

termination of the office or employment by virtue of which he or she is or may be eligible to participate in the Plan with; or

(b)

notice to terminate office or employment given by or to,

any Codere Online Company or any former Codere Online Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages are claimed (including, but not limited to, wrongful dismissal, breach of contract or by way of compensation for loss of office). By accepting an Option, an Option Holder shall be deemed to have agreed to all of the provisions of this rule 19.

20.

Notices

20.1

Subject to rule 20.3, any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

(a)

delivered by hand or by prepaid first-class post or other next working day delivery service at the Appropriate Address; or

For the purposes of this rule 20.1, the Appropriate Address means:

(i)

in respect of the Company, the Company’s registered office at the relevant time, provided the notice is marked for the attention of the CFO and the General Counsel, currently Oscar Iglesias Sanchez and Yaiza Rodriguez Robles;

(ii)

in respect of an Option Holder, their address last known to the Company, or if the Option Holder has died, and notice of the appointment of personal representatives is given to the Company, any contact address specified in that notice, or

(b)

sent by email to the Appropriate Email Address.

For the purposes of this rule 20.1, Appropriate Email Address means:

(i)

in respect of the Company, the email address of the CFO and the General Counsel, currently Oscar Iglesias Sanchez oscar.iglesias@codere.com and yaiza.rodriguez@codere.com; and

(ii)

in respect of an Option Holder, their work email address or such other e-mail address last known to the Company.

20.2

Any notice or other communication given under this rule 20 shall be deemed to have been received:

(a)

if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the Appropriate Address;

(b)

if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or, if provided, at the time recorded by the delivery service, and

(c)

if sent by email, at 9.00 am on the next Business Day after sending.

20.3

This rule does not apply to:

(a)

the service of any Exercise Notice; and

(b)

the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21.

Administration and amendment

21.1

The Board (and, for the avoidance of doubt, any committee of the Board designated to administer the Plan) shall administer the Plan.

21.2

The Board may amend the Plan and the terms of any Option from time to time, but:

(a)

no amendment will be made which would have a material adverse effect on the existing rights of an Option Holder unless it is made with the Option Holder’s prior written consent or the consent of both:

(i)

Option Holders who hold Options that would be affected over at least 50% of the total number of Shares subject to such Options, and

(ii)

a majority in number of the Option Holders who would be so affected,

save where the amendment is to enable any Codere Online Company to comply with any relevant legal or regulatory requirement or as a consequence of rules 16.8, 16.9 and 17,

(b)

while Shares are admitted to trading on the NASDAQ and if Codere Online ceases to qualify as a “foreign private issuer” (as such term in defined under the applicable securities laws, Codere Online must obtain shareholder approval in connection with any amendment to this Plan,

21.3

Any decision under these rules and whether to consider making such a decision, shall be entirely at the discretion of the Board.

21.4

The Board shall determine any question of interpretation and settle any dispute arising under the Plan, including determining whether anything is material. In these matters, the Board’s decision shall be final.

21.5

In making any decision or determination, or exercising any discretion under the rules, the Board shall act fairly and reasonably and in good faith.

21.6

The Company shall not be obliged to notify any Option Holder if an Option which has Vested (in whole or in part) is due to lapse.

21.7

The Company shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

21.8

The Board may establish sub-plans to operate in overseas territories, provided that all overseas sub-plans are subject to the limitation set out in rule 4. Any overseas sub-plan must be governed by rules similar to the rules of the Plan, but modified to take account of applicable tax, social security, employment, company, exchange control, trust or securities (or any other relevant) law, regulation or practice.

22.

Third party rights

22.1

A person who is not a party to an Option shall not have any rights under or in connection with it, except where such rights arise under any rule of the Plan (or any document entered into in connection with the Plan) for any Relevant Company that is not a party to an Option.

23.

Data Privacy

For the purpose of operating the Plan, the relevant Employer Company or Codere Online Company will collect and process information relating to Employees and Option Holders. The processing of Personal Data will be carried out in accordance with current Data Protection Laws and, specifically, with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”).

The relevant Employer Company or Codere Online Company, as the Data Controller, will process Personal Data of the Data Subjects to correctly operate the Plan, which includes the management of communications and notifications related to the Plan, on the basis of the execution of the Plan.

Personal Data will be kept by the Data Controller during the Plan and, upon its termination, for the period of prescription of possible legal liabilities of any kind. After the legal prescription periods have elapsed, the Personal Data will be destroyed.

No international transfers of Personal Data will be made. In the event that these transfers take place, the Data Controller will adopt the necessary guarantees in accordance with Chapter V of the GDPR, such as: (i) confirming that the country of destination has been subject to an adequacy decision issued by the European Commission; (ii) adopting standard contractual clauses issued by the European Commission; or (iii) obtaining authorization by a Data Protection Supervisory Authority that legitimize the security of the transfer in accordance with the standards required by the European authorities. For further information about the guarantees for international transfers the Data Subjects can contact Codere Online’s Data Protection Officer at dpo@codereonline.com.

Data Subjects shall have their option to enforce their rights of access, rectification, objection, erasure, restriction of processing and portability. Such rights can be exercised through the following channels: (i) postal communication to the address Avenida de Bruselas, 26, 28108, Alcobendas, Madrid (Spain) or (ii) by sending an email to dataprotection@codereonline.com. Should the Data Subjects consider that their Personal Data has not been processed in accordance with Data Protection Laws, they can contact Codere Online’s Data Protection Officer through dpo@codereonline.com and/or file a complaint before the Data Protection Supervisory Authority.

24.

Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect.

25.

Governing law and jurisdiction

25.1

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the common laws of Spain (legislación común española). However, based on the provisions of Rome Regulations I, the Plan must be consistent with the provisions that cannot be derogated by way of contractual agreement (article 8.1), considering the internal laws of the jurisdiction where each Option Holder is located.

25.2

Notwithstanding any provisions in these rules, each of the Plan components may be subject to special terms and conditions depending on where the Option Holder is located. When applicable, the special terms and conditions for said country will be regulated within a Foreign Appendix that will constitute part of the Plan’s terms and conditions.