The Purchase Agreement in an iGaming Deal: SPA and APA Explained
The short answer
The purchase agreement is the binding contract that transfers the business. In a share deal it is a share purchase agreement (SPA); in an asset deal it is an asset purchase agreement (APA). It turns the LOI’s commercial terms into enforceable obligations: what is sold, the price and how it is paid, the warranties, the conditions, what each side must do before and after closing, and what happens if something goes wrong.
It is usually drafted by the buyer’s lawyer, starting from the LOI, and negotiated over several drafts while diligence runs. In iGaming, the agreement needs schedules that a generic contract lacks: domains, platform and PSP accounts, affiliate programme accounts, licence details, player balances and a transfer plan.
SPA vs APA
| Share purchase agreement (SPA) | Asset purchase agreement (APA) | |
|---|---|---|
| What is transferred | Shares in the company that owns the business | Listed assets, such as domains, content, database and contracts |
| Licence | Stays inside the company, subject to regulator approval of new owners | Stays with the seller’s company |
| Liabilities | Stay with the company, so effectively pass to the buyer | Stay with the seller unless specifically assumed |
| Warranties | Wider, covering the company’s whole history | Narrower, focused on the assets |
| Third-party contracts | Continue, subject to change-of-control clauses | Must be assigned, usually with consent |
| Typical use | Licensed operators, platforms with certifications | Affiliate sites, white-label brands, source code |
See our asset vs share deal guide for how to choose between them.
How a purchase agreement is structured
Most SPAs and APAs follow a similar order:
- Parties and definitions. Who is buying and selling, and the defined terms used throughout, including NGR, working capital and closing date.
- Sale and purchase. What is being sold, by reference to the schedules.
- Price and payment. The consideration, how it is paid, escrow arrangements, earnout or deferred payment terms, and any completion adjustments.
- Conditions. What must happen before closing, such as regulatory approval or third-party consents, and the long-stop date.
- Conduct before closing. The seller runs the business in the ordinary course and avoids major changes without the buyer’s consent.
- Closing. What each party delivers on the closing day.
- Warranties. The seller’s statements about the business, qualified by the disclosure letter. See our reps and warranties guide.
- Indemnities. Specific reimbursements for known risks.
- Limitations. Caps, baskets, time limits and other limits on the seller’s liability.
- Restrictive covenants. Non-compete, non-solicitation and confidentiality after closing.
- Transition. The seller’s support after closing.
- Boilerplate. Notices, assignment, entire agreement, governing law and disputes.
- Schedules. The detailed lists the rest of the agreement relies on.
iGaming-specific schedules and clauses
The schedules are where most of the iGaming detail sits. Missing or vague schedules are a common cause of disputes after closing.
- Asset schedule. Every domain (with registrar), website, content library, database, code repository, social account and email list being transferred.
- Accounts schedule. Hosting, Search Console, Analytics, CRM, KYC, affiliate software and other tools, with how each will be handed over.
- Affiliate programme schedule. Each operator programme, whether the account transfers or is replaced, and how revenue from players tracked to the old account is treated.
- Licence schedule. For a share deal, the licence details, conditions and the regulatory filings needed.
- Platform and provider schedule. White-label, platform, game provider and aggregator contracts, and the consents required.
- Payments schedule. PSP accounts, reserves held, and how reserves and player balances are dealt with at closing.
- Transfer plan. The order in which assets move, linked to escrow release.
- Earnout schedule. The metric definition, calculation method, reporting and dispute process, if there is an earnout.
- Disclosure letter. The seller’s exceptions to the warranties.
Two iGaming clauses are worth special attention. A player funds clause sets out how balances owed to players at closing are handled. A responsible gambling continuity clause requires self-exclusions and limits to carry over intact.
Signing, conditions and closing
Simultaneous signing and closing. Common for affiliate sites and other asset deals with no regulatory approval. The agreement is signed, the buyer funds escrow, assets transfer, and funds are released, often within days.
Split signing and closing. Common for licensed share deals. The agreement is signed first, committing both sides, but closing waits until the conditions are met, typically regulatory approval and key consents. A long-stop date allows either side to walk away if the conditions are not met in time. Between signing and closing, the seller runs the business under agreed restrictions.
What changes hands at closing:
- The purchase price, through escrow, less any holdback
- Shares or assets, with the transfer documents
- Admin access and credentials, in line with the transfer plan
- Resignations and appointments of directors (share deal)
- Any agreed side documents: transition services agreement, seller note, security documents
After closing, the agreement continues to govern the earnout, holdback, transition, restrictive covenants and any warranty claims.
Where negotiation usually focuses
| Topic | Buyer usually wants | Seller usually wants |
|---|---|---|
| Warranties | Broad, unqualified, given at signing and closing | Narrow, with knowledge qualifiers and full disclosure |
| Liability limits | High cap, low basket, long time limits | Low cap, meaningful basket, short time limits |
| Holdback | Larger and longer | Smaller and shorter, with partial releases |
| Earnout | Buyer freedom to run the business | Operating covenants and acceleration rights |
| Conditions | Several, some at the buyer’s discretion | Few, objective, outside the buyer’s control |
| Conduct before closing | Tight restrictions | Freedom to run the business normally |
| Non-compete | Broad scope, long period | Narrow scope, shorter period, carve-outs for other businesses |
| Transition | Long, included in the price | Defined hours and period, paid beyond that |
Most of these should already be outlined in the LOI. The further the agreement drifts from the LOI, the more time negotiation takes, which is one reason a detailed LOI shortens the process.
FAQ
What is the difference between an SPA and an APA?
An SPA transfers shares in the company that owns the business, together with its licence and history. An APA transfers specific assets, leaving the company and its liabilities with the seller.
Who drafts the purchase agreement?
Usually the buyer’s lawyer, starting from the LOI. The seller’s lawyer reviews and negotiates it. The broker keeps the commercial terms aligned with what was agreed.
How long does the purchase agreement take to negotiate?
It runs alongside diligence. A detailed LOI and a prepared data room shorten it; complex structures such as earnouts and seller financing lengthen it.
Can the purchase agreement be signed before regulatory approval?
Yes. For licensed share deals, signing usually comes first, with closing conditional on approval and a long-stop date.
What happens to player balances in a sale?
The purchase agreement should say. In a share deal they stay with the company; in an asset deal they move with the players or are settled, with the funds accounted for at closing.
Do I need a lawyer for the purchase agreement?
Yes. It is the binding contract, and its warranties, limits and conditions determine your liability after the sale.
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