Exhibit 10.2


 


FIRST AMENDED AND RESTATED STATEMENT OF EMPLOYMENT
TERMS


 


This First Amended and Restated Statement of Employment
Terms (“the Statement”), together with all other documents herein referred to, forms your Terms and Conditions of Employment
and sets out particulars of the terms on which of Esportsbook Technologies Limited (“the Company”), having its registered
office at 1 Terenure Place, Terenure, Dublin 6W, Ireland, employs Bart Barden (hereinafter “you’ and / or “Employee”)
as employee.


 


The Statement constitutes the written statement
of your terms and conditions of employment which the Company is required to give you under Section 3 of the Terms of Employment (Information)
Act, 1994, together with any documentation which may be produced and distributed from time to time by or for and on behalf of the Company
and which is stated as being contractually binding on you.


 


This First Amended and Restated Statement of Employment
Terms shall supersede and replace in full that certain Statement of Employment Terms entered by and between the parties effective as of
October 1, 2020 (“Original Agreement”). In the case of any inconsistency between the Statement and any documentation referred
to therein (including the Original Agreement), the Statement shall prevail and supersedes and replaces and earlier statement, contract,
letter or notice (verbal or written) relating to your employment with the Company.


 


 


 






 


THE EFFECTIVE DATE


Your employment commenced on the effective date
of the Original Agreement and you have been continually employed with the Company as an employee since and shall continue hereafter based
on the terms and conditions stated hereunder until terminated. This Statement shall be deemed effective as of October 1, 2021 (“Effective
Date”) and executed as of the mutual date of execution hereinbelow.


 


JOB TITLE


 


You are employed as Chief Operating Officer (“COO”)
and Managing Director of the Company and as COO of Esports Technologies, Inc, a Nevada corporation, parent of Company (“EBET”)
and your duties will be as advised by the CEO of EBET. Your duties may be modified from time to time to suit the needs of the business.


 


Subject to approval of the Board of Directors
of EBET and for so long as you are employed with the Company, you shall be provided an observer seat to participate in the meetings of
the Board of Directors of EBET.


 


APPLICABLE LAW


 


The terms and conditions of your employment shall
be governed by and interpreted in accordance with the laws applicable to the Republic of Ireland and the parties shall submit to the exclusive
jurisdiction of the Courts and Tribunals of Ireland.


 


PLACE OF WORK


 


Your normal place of employment will be working from your home office
at 21 Bushfield Terrace Donnybook Dublin 4. However, you also agree to work at any Company place of business on a temporary or permanent
basis as the Company or the Company may reasonably require. You will also be prepared to undertake any reasonable travel on business which
is deemed necessary by the Company or the Company.


 


 


 






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As this is a homeworking arrangement you agree
to complete a self-certification risk assessment confirmation in respect of the suitability of your home as a workplace and to comply
with the Company’s policy on homeworking. You further agree to notify your home insurance provider that you will be working from
home and to make the necessary amendments to your insurance policy to ensure that the Company is indemnified against any claims in respect
of your homeworking arrangement including but not limited to personal injuries.


 


However, the Company reserves the right and by
signing this agreement you hereby agree to carry out your work, either on a temporary or permanent basis, at such location as the Company
may reasonably require from time to time.


 


The Company reserves the right to change the place of your employment,
in which event you will be given four weeks’ notice.


 


HOURS OF WORK


 


Your normal hours of work are 8 per day, 40 per
week, 10.00 a.m. to 6.00 p.m. Monday to Friday. You will receive appropriate unpaid rest breaks depending on the length of your shift
and in accordance with the Organisation of Working Time Act 1997.


 


From time to time, you may be required to travel
and/or work such additional time outside normal core hours as may be required to complete your responsibilities without additional remuneration,
holidays or leave.


 


MINIMUM REST PERIODS


 


As part of your employment, and in accordance with the Organisation
of Working Time Act, if you work more than 4.5 hours you will be entitled to a 15 minute unpaid rest break each day. If you work for more
than six hours you will be entitled to a 30 minute unpaid rest break each day (which may be inclusive of the previous 15 minute break).
As part of your employment you will also be entitled to a daily rest period of 11 consecutive hours in a 24 hour period and a weekly rest
period of 24 consecutive hours per seven days, following a daily rest period. Should you fail to receive your breaks or rest periods you
should notify the CEO or the Company in writing, within one week and they will seek to ensure you are afforded this as soon as possible.
Breaks over and above Minimum entitlements are specified in the ‘Hours of Work’ section and are further set out in the Organisation
of Working Time Act 1997.


 


REMUNERATION


 


You base salary for so long
as you are employed hereunder shall be Two Hundred Thirteen Thousand and Four Hundred Euro (€213,400) per annum as compensation to
be paid in regular payments, in accordance with Employer’s salary payment procedures as in effect from time to time. This salary
has been approved by the Compensation Committee of the Board of Directors of Company (“Committee”) and shall be reviewed from
time to time during the Term of this Agreement by the Committee and materially shall be reviewed for increase as stated hereunder.


 


You are also eligible for an
increase in salary such that the salary may be increased by 10% to an annualized salary of Two Hundred and Thirty Seven Thousand Euro
(€237,000) paid retroactively as of the Effective Date but not confirmed unless (a) the closing and consummation of that share purchase
transaction by and between Company and Aspire Global plc occurs (if same occurs) and Employee remains employed at such time and (b) subject
to Committee final review and confirmation thereon.


 


Your salary is subject to deduction of tax, USC,
PRSI and any other deductions required by law or provided for under this agreement. In accordance with section 23 of the National Minimum
Wage Act, 2000, you may request a written statement of your average hourly rate of pay for any pay reference period falling within the
previous 12 months. For the purposes of the National Minimum Wage Act, the pay reference period is a calendar month.


 


You are not entitled to payment for additional
hours as this is reflected in your current salary. The Company will ensure at all times that its obligations under National Minimum Age
regulations are met.


 


 


 






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BENEFITS


 


Your salary amount includes
a €1,300 per month health care and benefit stipend, which will be paid with your monthly salary payments. The company has complete
discretion to manage, adjust or withdraw these amounts. At such time as the Company provides health care and benefits packages to their
employees, including Employee, then any such stipend shall be eliminated as an independent payment but the Employee salary as indicated
hereinabove shall not be reduced or otherwise changed as a consequence thereof.


 


		1.	Option Grant. For the avoidance of doubt and as confirmation of same, on the effective date of the Original
Agreement, you were granted an option, to purchase 1,400,000 shares of Company common stock at an exercise price of $.25 per share (“Initial
Option Grant”). The option to purchase 200,000 shares of Company common stock under said Initial Option Grant has been rendered
null and void and terminated given the failure of the milestone requirement related to same and as a result the remaining grant is for
the option to purchase a total maximum of 1,200,000 shares of Company common stock at $.25 per share (“Option Grant”). The
Option Grant has a term of ten years from the effective date of the Original Agreement and vests (provided Employee remains continuously
employed by Company on and does not resign or your employment is terminated prior to each such vesting) as follows:



 


		(a)	1,200,000 shares of said Option Grant shall vest in four (4) equal instalments of 300,000 shares on each
of the succeeding four anniversary dates of the date of grant on the effective date of the Original Agreement; and



 


		(b)	The initial one year anniversary of the Original Agreement has occurred and, as a result, the first tranche
of 300,000 shares under said Option Grant has vested.



 


		(c)	Notwithstanding the foregoing, the vesting of the second instalment of 300,000 shares under 1 (a) was
to be accelerated prior to the scheduled vesting date, if by the 451st day the Company is listed on a national securities exchange. For
the avoidance of doubt and confirmation, this vesting event has occurred.



 


		(d)	Notwithstanding the foregoing, the vesting of the entirety of the Option Grant will occur upon any acquisition
or merger transaction where a change of control of the shareholders of EBET occurs. For the avoidance of doubt, the term “change
of control” shall mean a change of more than 50% of the beneficial ownership of the total issued and outstanding EBET common stock
shares.



 


The Option Grant has been made pursuant to the Esports Technologies,
Inc. 2020 Stock Plan, and shall in all respects be subject to the terms and conditions of such plan. The Option Grant and any and all
shares issued pursuant to any exercise of same shall be subject at all times to the share restrictions that are outlined in Exhibit A
attached hereto.


 


		2.	Bonus Eligibility:



 


		a.	For the avoidance of doubt and confirmation only, you were paid a cash bonus of USD $100,000 upon the
listing of EBET on the NASDAQ. This bonus event has occurred and Signing Bonus has been paid in full.



 


		b.	For the avoidance of doubt and confirmation only, you were paid a cash bonus of USD $25,000 on day 181
of the company listing on the NASDAQ.



 


		c.	Commencing on the Effective Date hereof, you will be entitled to a performance bonus of 50% of your base
salary based on key performance indicators set by EBET and its Compensation Committee of the Board of Directors and as the Company and/or
Company may in its absolute discretion determine from time to time. The terms of the bonus plan will be provided by and discussed with
the EBET CEO. The Company and/or Company reserve the right to amend the terms of this bonus structure at its absolute discretion.



 


 


 






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		3.	RSU Grant: Contemporaneous with the execution of this Agreement, Employee will receive a restricted stock unit award (the “RSU
Grant”) for 25,000 of the Company’s shares of common stock subject to vesting in accordance herewith. The RSU Grant shall
vest in equal tranches of 6,250 RSU’s vesting on each annual anniversary date of this Agreement and commencing on October 1, 2022
and provided Employee is employed on each such vesting date. The foregoing grant shall be made pursuant to the Company’s 2020 Stock
Plan and an RSU Grant Agreement, and shall in all respects be subject to the terms and conditions of such plan and agreement.



 


The terms of your employment shall not be affected
in any way by your participation or entitlement to participate in any long-term incentive plan or share option scheme. Except for the
above, such schemes and/or plans shall not form part of the terms of your employment (express or implied). In calculating any payment,
compensation or damages on the termination of your employment for whatever reason (whether lawful or unlawful) which might otherwise be
payable to you, no account shall be taken of your participation in any such schemes and/or plans or any impact upon participation such
termination may have. The Company reserves the right to withdraw or vary any such plans or schemes at its absolute discretion and your
participation in any such schemes or plans is a privilege rather than a contractual entitlement.


 


ANNUAL HOLIDAYS


 


Your holiday year begins on 1st January and ends
on 31st December each year. If you work for at least 1365 hours during the holiday year you will receive a paid holiday entitlement of
five of your working weeks during the complete holiday year. Alternatively you will receive a paid holiday entitlement of 8% of the total
hours worked in the leave year, subject to a maximum of four of your working weeks. You must remain in employment with the Company for
the complete holiday year to avail of the full entitlement.


 


For part years of service your entitlement will
be calculated as 1/52nd of the annual entitlement for each completed week of service during that holiday year.


 


Conditions relating to the taking of annual holidays
are shown in the Employee Handbook to which you should refer.


 


PUBLIC HOLIDAYS


 


In addition to the annual holiday entitlement
you are allowed the following public/bank holidays each year with pay or alternative days as decided by us, or any added or deleted holiday
days as introduced and affirmed by the Irish Government:-


 


New Year's Day       The first Monday in August


 


St Patrick's Day       The last Monday in October


 


Easter Monday       Christmas Day The first Monday in May       St Stephen's
Day The first Monday in June


 


For full time workers there is no service requirement
in respect of benefits for Public Holiday entitlements, for part time workers you must have worked 40 hours in the preceding five weeks
to the Public Holiday to benefit from the Public Holiday entitlement. If you are not required to work on one of the above days, and it
is a day you do not normally work, you will receive one fifth of your last normal weekly wage for that day. In the event of you working
on one of the above days, in addition to basic pay for the hours worked, you will either be paid an additional days pay calculated on
the basis of the number of hours worked on your last working day before the Public Holiday or you will receive the appropriate time off
in lieu, at our discretion. The date when time off in lieu is taken must be mutually agreed with us.


 


JOB FLEXIBILITY


 


It is an express condition of employment that
you are prepared, whenever necessary, to transfer to any alternative departments or duties either on a temporary or permanent basis within
our business. This flexibility is essential as the type and volume of work is always subject to change, and it allows us to operate efficiently
and gain maximum potential from our work force. This may also include performing services for and on behalf of one or more of the Company's
affiliated entities.


 


 


 






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SICKNESS PAY AND CONDITIONS


 


There is no contractual sickness/injury payments scheme in addition
to state benefit save unless otherwise provided for by Statute.


 


In case of sickness or other incapacity for work,
you must comply with the Company's policy from time to time in force, regarding notification and medical certification. Failure to do
so may result in disciplinary action and/or termination of sick pay (if applicable).


 


The Company reserves the right to have you medically
examined by a doctor and/or medical consultant at any time during employment. By signing this Agreement you agree that any information
or report arising from such examination shall be disclosed to the Company and that the Company is entitled to make relevant determinations
based on the advice of its nominated doctor and/or consultant.


 


Failure to attend at a medical examination when
requested to do so may result in disciplinary action and/or termination of sick pay (if applicable).


 


The Company has issued to you and will be issuing
from time to time an updated Employee Handbook, and Employee agrees to those policies will be part of his agreement with the Company so
long as they do not contradict the terms set forth in this Agreement.


 


NOTICE OF TERMINATION TO BE GIVEN BY THE COMPANY


 


Under 13 weeks service – 90 Days


 


13 weeks but less than 2 years’ service – 180 days 2 years
but less than 3 years’ service – 240 days


 


3 years but less than 5 years’ service – 1 Year


 


5 years but less than 10 years’ service – 2 Years 10 years
but less than 15 years’ service – 2 Years 15 years’ service or more – 2 Years


 


NOTICE OF TERMINATION TO BE GIVEN BY EMPLOYEE


 


Under 13 weeks service - Nil.


 


13 weeks service or more - 4 weeks.


 


We reserve the contractual right to give pay in lieu of all or any
part of the above notice by either party. Notice will be effective on the day that it is given.


 


If the Company terminates your employment other
than in accordance with its rights, any entitlement to damage for the breach of contract will be assessed on normal common law principles
(including your obligation to mitigate your loss). In the event of notice by either party, the Company may request you to take "garden
leave" and not to attend for work or perform duties during all or part of the notice period. During that time you will continue to
be employed by the Company and continue to owe duties of fidelity and good faith to the Company, but you will no longer continue to vest
into any shares pursuant to any agreements with the Company. You will remain bound by the terms of this Agreement and shall not be entitled
to enter into any other employment.


 


TRAINING AGREEMENT


 


As part of your employment, you may receive training
from external providers from to time. Should your employment with the Company end within one year of receiving such training you may be
required to re- pay the Company a portion of the cost of providing such training. Further details are provided for in the Training Agreement.


 


 


 






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NON – DISPARAGEMENT


 


You acknowledge that the Company and each affiliated
entity would be irreparably damaged if you were to take actions that would damage or misappropriate the goodwill of the Company and/or
the affiliated entity. Accordingly, you agree during the Term of Employment and at all times thereafter not to take any actions or to
make, publish or endorse any statements or communications to any third party (whether verbal or in writing) that: (i) disparage, defame,
ridicule, criticize, or are derogatory or otherwise reflect adversely upon, the Company and/or each affiliated entity, and their respective
businesses, services, products (including, without limitation, shows and other media content produced and/or distributed by the Company
and/or each affiliated entity, and the host talent and guests related to such shows and content), managers, directors, members, contractors
or employees (in their capacity as such); and/or (ii) could reasonably be expected to cause injury to the relationships between the Company
and/or each affiliated entity and their respective customers, subscribers, vendors, advertisers, suppliers, distributors, employees, contractors,
consultants or other business associates. The limitations in this paragraph apply to any and all statements and communications, including,
but not limited to, any statements and communications made via websites, blogs, and postings to the Internet, or e-mail messages, whether
or not they are made anonymously or through the use of a pseudonym. However, the limitations in this paragraph do not apply to truthful
statements made in connection with the legal process, governmental testimony or filings, or administrative or arbitral proceedings (including,
without limitation, depositions in connection with such proceedings), or in connection with statutorily privileged statements made to
governmental or law enforcement agencies relating to rights protected under Irish law; provided that when possible, any public records
or filings in connection with such legal process, governmental testimony, filings, administrative or arbitral proceedings, and statements
made to governmental agencies in connection therewith, shall be made on a sealed or other confidential basis and made subject to a protective
order. For the avoidance of doubt, nothing in this Agreement shall prevent you from making a protected disclosure under the Protected
Disclosures Act 2014.


 


PERSONAL RETIREMENT SAVINGS ACCOUNT (PRSA)


 


There is a personal retirement savings account
(PRSA) scheme applicable to your employment, details of which are available separately. The Company does not contribute to PRSA. The Company
does not operate a pension scheme to which you have access.


 


RESTRICTIVE COVENANTS


 


You confirm that you have read, understood and
agree to the terms and conditions of the Restrictive Covenants Agreement which has been provided to you separately.


 


You further confirm that any breach by you of
the provisions of the Restrictive Covenants Agreement will be regarded by the Company as a serious disciplinary matter and may, if committed
while you are employed by the Company, result in disciplinary actions being taken against you up to and including dismissal without notice.


 


INTELLECTUAL PROPERTY


 


You confirm that you have read, understood and
agree to the terms and conditions of the Restrictive Covenants Agreement which has been provided to you separately.


 


You further confirm that any breach by you of
the provisions of the Restrictive Covenants Agreement will be regarded by the Company as a serious disciplinary matter and may, if committed
while you are employed by the Company, result in disciplinary actions being taken against you up to and including dismissal without notice.


 


DATA PROTECTION


 


Details of how and why the
Company processes your personal data are contained in the Company's data protection policy and Privacy Notice. You will be asked to acknowledge
receipt of the data protection and Privacy Notice.


 


 


 






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The Company also has a data protection policy
which is applicable to all employees. For further information on data protection procedures and processes please refer to the data protection
policy.


 


The Company reserves the right to change, replace
or withdraw its data protection policy at any time and you are required to comply with all policies and procedures in force from time
to time. Failure to comply with the data protection policy may lead to disciplinary action, up to and including dismissal.


 


RETIREMENT AGE


 


The normal retirement age in our Company is in
line with State Pension Age.


 


SAFETY


 


We take our obligations regarding the safety,
health and welfare of our employees seriously and in this regard your attention is drawn to our Safety Statement which is available on
the premises.


 


DEDUCTIONS FROM PAY


 


For the purpose of the Payment of Wages Act 1991,
as amended, the Company shall be entitled to deduct from your salary or other payments due to you any sums which you may owe to the Company
at any time (including but not limited to overpayment of wages, holiday pay, expenses, or sick pay, if applicable).


 


You confirm that you have read, understood and
agree to the policies in relation to deductions from pay, and agree that the Company may make deductions in line with the procedures set
out in the Employee Handbook and the Deductions from Pay Agreement.


 


MISCELLANEOUS


 


Unless the context otherwise requires, words denoting
the singular include the plural and words denoting the masculine include the feminine and vice versa.


 


No failure or delay by the Company in exercising
any remedy, right, power of privilege under or in relation to this agreement or at law shall operate as a waiver of the same nor shall
any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any
other remedy, right, power or privilege.


 


This agreement contains the entire agreement between
the parties. All previous agreements, understandings, assurances, statements, promises, warranties, representations or misrepresentations
(whether written or oral) between the parties are superseded by this agreement including the Original Agreement.


 


If any provision of the agreement should be declared
void or unenforceable by a court of administrative body of competent jurisdiction, the validity of the remaining provisions shall not
be affected.


 


The information contained in this agreement constitutes
a written statement of particulars of your employment with the Company in accordance with the requirements of section 3 of the Terms of
Employment (Information) Act 1994 to 2014.


 


AMENDMENTS TO TERMS AND CONDITIONS OF EMPLOYMENT


 


The Company reserves the right to make reasonable
amendments to your terms and conditions of employment, and will provide you with 28 days’ notice of any change coming into effect,
taking into account the requirements of the business.


 


 


 






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I hereby verify that through signing this statement
of main terms of employment I have read, understood and accept all terms and conditions in relation to my employment with Esportsbook
Technologies, Limited.


 


I acknowledge receipt of this statement.


 


FOR: Esportsbook Technologies Limited


 


 


_______________________________________


 


Managing Director


 


Date: 


 


 


	 	 	 
	SIGNATURE:	DATE:	Employee






 


 


 


 


 






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EXHIBIT A


 


As such, the undersigned hereby
agrees that, the undersigned will not, during the Lock-Up Period (as defined below), (1) offer, pledge, sell, contract to sell, grant,
lend, or otherwise transfer or dispose of, directly or indirectly, the Shares; (2) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Shares, in cash or otherwise; or (3) publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Shares.


 


The “Lock-Up Period” shall mean:


 


From and after the date hereof
and until 15 months day after the date the Common Stock is first listed for trading on a national securities exchange (such first trading
day, the “Lock-Up Trigger Date”), the undersigned agrees not to sell, transfer or otherwise dispose of any Shares.


 


After such 15-month period
and until 24 months from the closing of the IPO, such individuals and entities may sell their shares pursuant to the following criteria:


 


		(i)	if our common stock price is over $7.00 per share for five consecutive trading days then the holder can
sell up to 3% of their holdings on a monthly basis, subject to a maximum sale on any trading day of 3% of the daily volume;



 


		(ii)	if our common stock price is over $10.00 per share for five consecutive trading days then the holder can
sell up to an additional 5% of their holdings on a monthly basis, subject to a maximum sale on any trading day of 3% of the daily volume;
and



 


		(iii)	if our common stock price is over $14.00 per share then the holder is not restricted from making any sales
until such time as our common stock price falls back below $14.00 per share.



 


In addition to the restrictions noted above, the undersigned will be
limited on any trading day to selling less than 3% of the day’s trading volume.


 


The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the undersigned’s Shares except in compliance with this lock-up agreement. The undersigned understands that in addition to the lock-up
provisions of this agreement, the Shares are also subject to all any restrictions imposed by the Securities Act of 1933, as amended.


 





The undersigned understands
that the Company relying upon this lock-up agreement in proceeding the Offering. The undersigned further understands that this lock-up
agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.


 


	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Date: _________________________
	 	 









 


 


 






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