FINAL


 


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (this"Agreement"),
dated July 15, 2021 and
effective as of the Closing of the Transaction, is
between Victor J. Salerno ("Employee")
and Bookmakers Company
US LLC dba U.S. Bookmaking,
a Nevada limited liability company (the"Compa11y").


 


RECITALS


		A.	The Company desires to secure the
services of the Employee
and the Employee desires to render services
to the Company upon
the terms and conditions hereinafter set forth.



 


		B.	The Employee
is a Key Employee of the Company, and
the Company believes it to be
in its best interests to attract,
retain and motivate Key Employees and ensure continuity of management.



 


		C.	The Company and the Employee desire for
this Agreement to constitute and
embody their full and complete understanding and agreement with respect to the Employee's employment by the Company.



Now,
therefore, in consideration of the premises and mutual benefits
to be derived herefrom and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the Company and Employee,
the parties agree as follows:


 


I
DEFINITIONS


		1.1	Definitions. In addition to terms
defined elsewhere in this Agreement,
for purposes of this Agreement, the
following terms will have the
following meanings when used in this Agreement with
initial capital letters:



 


		(a)	"Affiliate": with
respect to any Person, any other
Person directly or indirectly
controlling, controlled by or
under common control with such Person. For
purposes of this definition,"control,"
when used with respect
to any Person, means the possession,
directly or indirectly, of the
power to direct or cause the direction of the
management and policies of any such Person, whether through the ownership of voting securities,
by contract or otherwise,
and the term"controlletf' has the meaning correlative to
the foregoing. With respect to any natural
Person,"Affiliate" will
include such Person's parents, any
descendants of such Person's parents,
the parents of such Person's spouse
and any descendants of the parents of such
Person's spouse (in
each case, whether
by blood, adoption
or marriage). However, the term with respect to Company does
not include Sanderina II, LLC dba US Fantasy.



		(b)	"Agreement": as defined
in the introductory paragraph.



		(c)	"Base Salary":
as defined in Section 2.4



		(d)	"Boauf': the
Board of Managers of
the Company.



 


		(e)	"Business": the
business as conducted by
the Company and its Affiliates
includes the providing ofleisure
betting technology software and
services and the retail distribution
and sales of leisure betting products
such as sports bets,
lotto tickets, virtual sports bets,
online poker and casino products
through both physical land-based
retail locations as well as online channels through
websites and mobile devices.



		(f)	"Cause": (i)
the neglect or failure by Employee
to perform his duties in any material respect after reasonable
notice and an opportunity to cure; (ii)
the conviction of Employee of any felony
or the plea by
Employee of noloconrendere
to any felony or offense
evidencing moral turpitude; (iii)
personally or on behalf
of another Person, receiving
a benefit relating to the Company
or its Affiliates
or its funds, properties, opportunities or other assets that
is in material violation of a
policy of the Company or applicable
law, or constituting fraud, embezzlement
or misappropriation; (iv) the
failure by Employee to comply
in any material respect with any written
policy of the Company after reasonable
notice and an opportunity to cure;
(v) the willful material misstatement by the Employee of
the financial records of the Company
or its Affiliates or complicit
actions in respect thereof; (vi) the
willful failure to
disclose material financial or other information
to the Board of Managers or any
regulatory authority having jurisdiction over
the Business; (vii) the material breach
by Employee of any
of the terms of
this Agreement; or
(viii) disparaging the Company, its
Affiliates or their employees,
or engaging in any conduct that
would tend to materially harm their reputation. The term does
not include statements made
or opinions expressed
by Employee on any subject prior
to or after the date of
this Agreement in
any form or forum, including
but not limited to social
media posts regardless of how it offends currents
standards of social justice or so-called
" political correctness",
provided that such statements
or opinions; (i)
do not evidence moral
turpitude of the Employee; (ii)
are unrelated to the Company,





    	 



    	 



    

 


 


its
Affiliates and their Employees;
(iii) are not in violation
of any applicable laws; and (iv)
do not disparage the Company, its Affiliates
and their employees or would
materially harm their reputation.
Likew ise, the term does not
include statements made or
opinions expressed by the
Company to which the
Employee foils or refuses
to adopt, express, or publish as
his own with regard to, relating
to, directly or indirectly
to, current standards
of social justice or so called
"political correctness." provided that such exception
does not qualify, limit or
restrict the
obligat ion of the Employee to comply in all
material respects with any written
policy of the Company.


		(g)	"Chief Executive
Officer": the Chief Executive
Officer of the Company.



		(h)	"Closing": as defined
in the Purchase Agreement.



 


		(i)	"COBRA": Consolidated
Omnibus Budget Reconciliation Act of
1985.



U)
"Code": as defined in Section 2.7(a)(iii).


		(k)	"Commencement Date":
as defined in Section
2.1.



		(I)	"Company": as
defined in the introductory paragraph.



		(m)	"Company JP":
as defined in Section 3.4(a).



		(n)	"Competitive Business":
as defined in Section
3.l(a)(i).



		(o)	"Compensation:"as
defined in Section 2.4.



		(p)	"Confidential Information":
as defined in Section 3.3.



		(q)	"Disability": If
the Company or Parent
provides long-term disability insurance to its Employees generally,
the term
"Disability" shall have
the meaning set forth in such
plan regarding eligibility for long-term
disability insurance; otherwise,
the term "Disability"
means a physical
or mental incapaci
ty as a result of which Employee
becomes unable to continue to
perform fully his duties hereunder for
60 consecutive calendar days or
for shorter
periods aggregating 120 or more
days in any 12-month period or upon
the determination by a
licensed medical doctor practicing as
a specialist in the area to which
the alleged disability relates
selected by the Company
that Employee will
be unable to return to work and perform his duties on a
full-time
basis within 30 calendar
days following the date
of such determination on
account of mental or physical
incapacity. The Board 's determination,
in its sole



discretion,
as to whether a Disability
exists and the initial date of Disability shall
be final and binding upon
the parties.


 


		(r)	"Earnout Periotf':
as defined in the Purchase Agreement.



		(s)	"Employee": as
defined in the introductory paragraph.



		(t)	"Exchange Act":
means the Securities Exchange Act of
1934, as amended.



		(u)	"Employment Periotf':
as defined in Sectio
n 2.1.



 


(v)
"Good Reason": except
in connection with a termination of
the Employee's employment
for Cause or due to death or Disability
the occurrence of any of the following events, without the Employee's consent: (i)
a material adverse change
to Employee's positions, titles, offices, or duties following
the Effective Date from those
set forth in Section 2; ; (ii) a decrease in base
salary or material decrease in Employee's Incentive Compensation
opportunity provided under this Agreement; (iii) a requirement
that on a continuing basis
Employee reports to anyone other than
the position set forth in Section
2.2, provided that Employee
may be required to report
to the Board through the chairman or another Board member; (iv) relocating Employee's place
of employment by a distance
of more than 30 miles
without Employee's consent; (v) Employee's
retirement from the Business after
the Earnout Period; or (vi)
any other material failure
by the Company to perform
any material obligation
under, or material breach
by the Company of any material
provision of, this Agreement; provided, however,
that a termination by Employee for Good Reason
under any of clauses (i) through (vi)
shall not be considered effective
un less Employee shall
have provided the Company with written notice of the
specific reasons for such
termination within
thirty (30) days after he has knowledge of the
event or circumstance constituting
Good Reason and the Company
shall have failed to cure the event
or condition allegedly constitut ing
Good Reason within thirty (30) days
after such notice has been
given to the
Company




    	 



    	 



    

 


 


and Employee
actually terminates his employment within one (I) year
following the initial occurrence of the
event giving rise to Good Reason.


 


		(w)	"Incentive Compensation": as
defined in Section 2.4(b).



		(x)	"Initial Employment Term":
as defined in Section
2.1.



		(y)	"Key Employee":
as defined in the
Purchase Agreement.



		(z)	"Parent": means Elys
Game Technology, Corp.,
a Delaware corporation.



 


(aa)"Perso11":
an individual, a corporation,
a partnership, a limited
liability company, an association, a
trust, a joint stock company, a joint
venture, an unincorporated organization,
a business entity or any other entity or
any federal, state, county, city, municipal or
other local or foreign government or any subdivision,
authority, commission, board, bureau, court, administrative
panel or other instrumentality thereof.


(bb)"Purcliase
Agreemenf': means the Membership Interest Purchase
Agreement between the Parent, the Company,
the Sellers (as defined therein)
and the Sellers' Representatives (as
defined therein) dated as of July 5, 2021.


(cc)"Release":
as defined in Section
2.7(g). (dd)"Section
409A": as defined
in Section 4.21. (ee)"Specified Employee": as
defined in Section 4.2l(d). (ff)
"Termination Date":
as defined in Section 2.1.


(gg)"Transaction":
as defined in the Purchase Agreement.


 


 


 


 


2.1


II
TERMS OF EMPLOYMENT


Employment
Period. The
term of this Agreement and
Employee's employment hereunder will commence on the
Closing of the Transaction
(the "Commencement Date") and
terminate on July 14, 2025 (the
"Initial Employment Term"),
unless sooner terminated in accordance with Section 2.7; provided
however, that commencing on the first
day after the expiration of the Initial Employment Term and on
each anniversary of such date thereafter, Employee's employment
hereunder will automatically be extended for successive three-year periods
unless either party gives written notice to the other, not less
than 60 calendar days prior to the otherwise scheduled Termination
Date, that such party does
not want Employee's term of employment
so to extend. A non-renewal
notice by the Company pursuant to
this Section 2.1 shall be
deemed to be a termination without Cause by the Company
for purposes of this Agreement
as of the end of the then
period. A non-renewal notice by the Employee
pursuant to this Section 2.1 shall be
deemed to be a resignation by
the Employee without
Good Reason as of the end
of the then period. The Initial
Emp loy ment Term, as
renewed by any additional successive one-year
periods, is referred to herein
as the "Employment Periotl,"
and the date on which
this Agreement terminates
pursuant to this Section 2.1
or Section 2.7 is referred to herein as the "Termination
Date."


		2.2	Duties
During Employment Period.
Employee will be
employed by the Company as President and
will report directly to the Board of Managers.
In such capacity,
Employee will perform such
duties and exercise such powers
as are reasonably assigned to Employee
by the Board of Managers. Employee agrees
that to the best of his ability
and experience he shall at all
times conscientiously perform all
of the duties and obligations
reasonably assigned to him by the Board of
Managers under the terms of this
Agreement.



 


		2.3	Activ
ities
During Emplovment Period.
Employee will devote his
full business time,
energy, ability,
attention and skill to
her employment hereunder and
to the business of the
Company as conducted from time
to time and, absent
the prior written
approval of the Chief Executive Officer, Employee will not
engage in any other business
activity, whether as an Employee,
officer, director, consultant,
independent contractor or otherwise, that would
interfere
with his duties
and responsibilities pursuant to
Section 2.2. Employee agrees to
comply with all written policies of the
Company throughout the Employment
Period; provided, however,
that if any such policy conflicts
with the terms of this Agreement,
the terms of this Agreement shall prevail. Notwithstanding
the foregoing, during
the Employment, Employee may (i)
participate in charitable, civic,
educational, professional, community
or industry
affairs, and serve as a member of
the boards of
directors of for-profit and not-for-profit
entities except that service
on any board shall be subject
to prior written consent





    	 



    	 



    

 


 


of
the Board for each individual board position which may be granted
or denied in the Board's sole discretion;
and (ii) manage Employee's
personal investments, so long
as such activities, individually
or in the aggregate, do not materially
interfere or conflict with Employee's duties hereunder or create a
potential business or fiduciary conflict.


		2.4	Co111pensn1io11:



 


		(a)	Salary. The Company shall pay to
the Employee, as compensation for the performance
of his duties
and obligations under this Agreement, a base salary (which shall be paid
in accordance with the normal
payroll practices of the Company)
(the"Base Salary"),
as follows:



 


		(i)	From the
Commencement Date the Employee's Base Salary shalJ initially
be at the rate of US$0 per annum.



 


		(ii)	From January
I, 2022 the
Employee's Base Salary shall be at the
rate of US$150,000 per annum.



		(iii)	Employee's Base Salary shall be subject
to review each year for possible increase by
the Board in its sole
discretion.



 


		(iv)	Employee's Base Salary may be increased
by the Board at any time. Employee's Base Salary may not be decreased from
the amount in effect at any time without the
consent of the Employee.



		(b)	Incentive Bonus. The Employee shall
participate in all standard bonus
plans established by the Board for senior Employees,
on a basis that is consistent with the level
of participation by other senior Employees of the
Company ("Incentive
Compensation") .
Such bonus plans
shalJ in all cases have
reasonably achievable objectives that are detennined
by the Board, in its sole
discretion.



		(c)	Equity Participation.
The Board in its sole
discretion may determine to grant the Employee awards under any stock option or equity-based
incentive compensation plan or arrangement adopted by the Company during the
Employment Period for which the Company's
senior Employees are eligible. The level of
the Employee'
s participation in any such plan
or arrangement, if any, shalJ be determined by
the Board in its sole discretion.
To the greatest
extent permissible in accordance
with applicable IRS regulations, options to acquire
Company stock which may be granted
to the Employee shall be in
the form of qualified
options. Any options which cannot be granted in the form of
qualified options will be granted
to the Employee as non-qualified options.



		2.5	Benefits.



 


		(a)	t-.ledical
and Weifore Benefits.
Except as otherwise
addressed in this Section 2.5,
during the Employment Period, Employee (and, in the case
of medical coverage, his dependents) shalJ be entitled to participate
in any vacation, pension, medical,
retirement and other benefit plans and programs generally available to the Company's
senior officers and directors,
provided that Employee
and his dependents meet all eligibility requirements under
those plans and programs. Employee and his dependents shall be subject to the terms
and conditions of the plans and programs,
including, without limitation,
the Company's right to
amend or terminate the plans and
programs at any time and without
prior notice to the participants.



 


		(b)	Perquisite
s and
Other Benefits.
During the Employment Period,
the Employee shall be entitled
to fringe benefits and perquisites comparable to those
of other senior Employees of the
Company. Such fringe benefits shall include, but not
be limited to, 4
weeks of paid vacation per year, to be used in
accordance with the Company's paid vacation
policy for
senior Employees.



		(c)	Bus
iness
and T
ravel Expe
nses.
During the Employment
Period, the
Company shall promptly
pay or reimburse the Employee
for all actual, reasonable and customary expenses incurred by the Employee
in the course of his employment including but
not limited to travel, entertainment, subscriptions and dues
associated with the Employee'
s membership in professional,
business and civic organizations; provided that such
expenses are incurred and accounted
for in compliance with the Company's policies as then
in effect regarding
the incurrence, substantiation and verification of business expenses,
Employee is authorized to incur on behalf of the
Company and the Company
will pay or reimburse Employee for
all reasonable
expenses incurred in connection with the performance of Employee's duties hereunder or
for promoting, pursuing or
otherwise furthering
the Business of the Company,
including Employee's reasonable
expenses for travel,
meals, accommodation,
entertainment and similar
items.





    	 



    	 



    

 


 


 


		2.6	Deduc
tions
and Wi1hholdirn.1s.
All amounts payable or that become
payable and all benefits provided under this Agreement will be subject to
any deductions and withholdings required
by law.



		2.7	Termination.
Employee's employment may be terminated at
any time prior to the end of
the Employment Period
under the terms described
in this Section 2.7, and the
Employment Period shall automatically
terminate upon any termination ofEmployee's employment.
For purposes of
clarification, except as provided
in Section 3.7, all stock
options, restricted stock units and other equity-based awards will be governed
by the terms
of the plans, grant agreements
and programs under which such options,
restricted stock units or other
awards were granted on any termination
of the Employment
Period and Employee's employment with
the Company.



		(a)	Termination
by lhe Companyw
itho ut
Cause
or Resignatio
n bv
Emμlovee
for Good
Reaso n.
The Company may
terminate Employee's employment at any time
without Cause, for any reason or no reason, and Employee may terminate Employee's
employment for "Good Reason." In the event that Employee' s
employment is terminated by the Company
without Cause or by Employee for Good Reason
(and for the avoidance of doubt, not in
the event of a
termination pursuant to Section 2.7(b), (c),(d) or (e) or due to a notice of non-renewal
by the Employee pursuant to Section
2.1), the Company
shall pay the following amounts, and
make the following other benefits
available, to Employee:



		(i)	the standard termination payments
in compliance with the Company's policies
as then in effect,
if any; including the
reimbursement of expenses
properly incurred by the Employee
prior to the Termination
Date; and



		(ii)	an amount equal
to one (I) times the sum of (A)
Employee's Base Salary for the
period of time that is the greater
of one (I)
year and the balance of
the Initial Employment Term and (B) an
amount equal to the highest annual Incentive Compensation paid to Employee
(if any) in respect of the
two (2) most recent fiscal years of
the Company, such amount
under this clause 2.7(a)(ii) shall
be payable monthly in equal installments
over a period of twelve (12) months after such termination
in accordance with Section 4 .21; and



		(iii)	if Employee elects to continue medical
coverage under the Company's
group health plan in accordance with COBRA, an amount equal to the monthly premiums
for such coverage less the amount
of employee contributions for similarly-situated
active employees ofthe Company, which shall be payable to
Employee monthly until the earlier of (A) twelve (12)
months after the termination date, or (B)
the date Employee becomes eligible to receive such coverage under a subsequent
employer's insurance plan for
a period of twelve (12) months;
provided, however, if the Company's payment
of the COBRA premium contributions
as described herein would subject
the Company to
any tax or penalty under
the Patient Protection and Affordable Care Act
or Section I05(h)
of the Internal Revenue
Code of 1986, as amended
(the "Code"), such
monthly payments shall be
taxable to Employee and Employee
may, but is not required to, use such payment
towards COBRA coverage; and



		(iv)	except to the extent otherwise provided
at the time of grant under the
terms of
any equity award
made to Employee, full vesting
of any unvested stock options
and any unvested restricted stock
units held by Employee immediately
prior to such termination (provided
that any such
stock options (together with any
other vested stock options)
held by Employee
will cease being exercisable upon the earlier of
thirty (30) days
after such termination and the
scheduled expiration date of such stock options),
and, in all
other respects, all stock options, restricted stock units
and other equity-based awards
held by Employee shall be
governed by the plans and programs
and the agreements and
other documents pursuant to which
the awards were granted;
provided, however,
that in the event such
termination occurs prior
to the Compensation Committee's
determination as to the satisfaction
of any performance criteria to which any such
stock options
and/or restricted stock units
is subject, such stock options
and/or
restricted stock units (as
the case may
be) will not vest (and,
in the case of any
such stock options, will not become
exercisable) un less and
until a determination is or
has been made by the Compensation
Committee that such criteria have been satisfied,
at which time
such stock
options and/or restricted
stock units will vest
(and, in the case of
any such stock
options ,
will become exercisable) to the extent
contemplated by the terms of such
award (it being understood and
agreed, for the avoidance of
doubt, that such stock options
or restricted stock units
will immediately be forfeited to the
extent
contemplated by the terms of such
award in the event that
such criteria are determined not
to have been satisfie
d); provided, further, however,
if necessary to comply
with Section 409A, settlement
of any such equity-based awards
shall be made on the
date that is six (6) months
plus one (I)
day following expiration
of the Term.





    	 



    	 



    

 


 


 


		(b)	Tcrmin 1iion bv the
Company for
Cause. The Company
will have the right to terminate
Employee's employment hereunder for
Cause upon written notice to Employee.
Upon termination of the Employee's
employment in such circumstances,
the Company will pay to
Employee (i) accrued but unpaid
Base Salary through the Termination
Date and (ii) all expenses incurred
by Employee prior to the
Termination Date for which
Employee is entitled
to reimbursement pursuant to Section
2.S(c), which payments
will become due and payable in
cash in a lump
sum on the Termination Date. Upon
termination ofEmployee's employment
pursuant to this
Section 2.7(b), except for
the payments required by this Section 2.7(b), the
Company will have no additional
obligations to
Employee hereunder or otherwise
and, except as otherwise provided in
this Agreement, this Agreement
will terminate.



		(c)	Terminat
ion by Death of
Emplo
yee. If Employee
dies during the
Employment Period, the Company will pay to such
Person or Persons as Employee
may designate in writing or, in
the absence of such
designation, to the estate of
Employee, the sum of
(i) accrued but unpaid Base Salary
earned prior to Employee's death,
and (ii) expenses incurred by
Employee prior to his death for which Employee
is entitled to reimbursement pursuant to Section 2.5(c) and
(iii) one(I)
times the Employee'
s annual Base Salary at
the time of his death. Such payment
will be made within
45 calendar days following the date of
Employee's death. This Agreement in all other
respects will terminate
upon the death of Employee and all
rights of Employee and his heirs,
testamentary executors and testamentary
administrators regarding compensation and other benefits under
this Agreement shall cease.



		(d)	Termination for
Disability. The Company
will have the right to terminate Employee's employment
hereunder at any time upon
the Disability of Employee during
the Employment Period. If Employee's
employment is terminated because
ofEmployee's Disability, the Company will pay to
Employee the sum of(i) accrued
but unpaid Base Salary prior to the Employee's
Disability, and (ii) all
expenses incurred by Employee prior to her Disability for
which Employee is
entitled to reimbursement pursuant to Section 2.5(c)
and (iii) onetimes
the Employee's annual Base Salary
at the time of
his disability. Such payment
will be made within
45 calendar days following
the date of Employee's Disability. This Agreement in
all other respects will
terminate upon the Disability
of Employee, except as otherwise
provided in this Agreement.



		(e)	Rcsienation by
Emplo
yee for Anv Reaso
n other
than
Good Reason.
Employee may resign for any or no reason
upon 30 calendar days' written
notice. If Employee resigns for
any reason other than Good Reason,
the Company will pay
to Employee (i) accrued butunpaid
Base Salary through the Termination
Date, and (ii) all expenses
incurred by Employee prior
to the Termination Date for which Employee is
entitled to reimbursement pursuant
to Section 2.5(c), which payments
will become due and payable in cash in a lump sum on the
Termination Date. Upon termination
of Employee's employment pursuant to
this Section 2.7(e),
except for the payments required
by this Section 2.7(t), the Company will have
no additional obligations to Employee hereunder
or otherwise, and except as otherwise
provided in this Agreement, this Agreement will terminate.



		(f)	Release. To be
eligible for severance pay as described
in Section 2.7(a), the Employee
must execute a release
of claims substantially in the
form attached hereto as
Exhibit A (the "Release")
in favor of the Company and its Affiliates,
and deliver it to the Company
such that
it becomes irrevocable
within 30 days after
Employee's termination of employment
. If the
period during which the Employee
has discretion to execute
or revoke the general release
of claims straddles two taxable
years of the Employee,
thenthe Company shall make the
severance payments starting
in the second of such taxable
years, regardless of which
taxable year the Employee actually
delivers the executed general
release of claims to the
Company.



 


		(g)	Suspension
by the
Companv for Indictme
nt: Administrative
Leave.
The Company will have
the right to
suspend Employee's employment
and right to Base Salary and other
compensation pursuant to this Agreement
upon the indictment
of Employee for any felony until the
final resolution of all proceedings
with respect to such
indictment. The Company will have
the right to place Employee on administrative leave
during the Employment Period if
the Board determines in good faith that
circumstances exist that would
reasonably be expected to give
rise to the Company's
ability to terminate
this Agreement for Cause. While
on administrative leave, Employee agrees to fully cooperate
with the Company and the Board,
and Employee will be entitled
to receive his
Base Salary, payable in accordance
with Section 2.4.



 


 


 


 


3. INon-competition
and Non-solicitation.


		III	RESTRICTIVE COVENANTS





    	 



    	 



    

 


 


 


		(a)	The Employee
agrees and acknowledges that,
in connection with his
employment with the Company,
he has been and will continue
to be provided
with access to and
become familiar with confidential and proprietaiy information and trade secrets
belonging to the Company and its
Affiliates. The Employee further
acknowledges and agrees that,
given the nature
of this information and trade secrets,
it is likely that such information
and trade secrets would inevitably
be used or
revealed, either directly
or indirectly, in any subsequent
employment with a Competitive Business in any position comparable to the
position he will hold with the
Company under this Agreement.
Accordingly, in consideration of
his employment with the Company
pursuant to this
Agreement, and other
good and valuable
consideration, the receipt
of which is hereby
acknowledged, the Employee
agrees that, while he
is in the employ of the Company
and for one (1) year, Employee
will not, without the
prior written consent of Company, for his
own account or
jointly with another, for or on
behalf
of any person, as principal,
agent, shareholder, participant,
partner, promoter, director, officer,
manager, Employee, consultant, sales representative or otherwise:



		(i)	provide services
the same as or substantially similar to those Employee provided
while employed by Company to any
business engaged, or which he
reasonably knows is undertaking
to become engaged, in a
business that is
in competition with the Business of the
Company or its Affiliates (a "Competitive
Business") in any
state in the United States where the Company or its Affiliates are carrying on the
Competitive
Business at the date
of termination of employment; provided that
Employee may purchase
or otherwise acquire up to (but
not in excess of) 2% of any class
of securities of any Person, including
a Competitive Business (but without otherwise participating
in the activities of such Person), if such securities
are listed on any national or
regional securities exchange;



		(ii)	directly or
indirectly solicit, or assist
in the solicitation of, any Person to whom the Company
or any Affiliate sold or licensed
or provided any
products or services on, or during the two
(2) year period prior to, the date of
termination of employment, for
the purpose of obtaining the
patronage of such Person for the
purchase of any competitive products or services, unless
such Person had already
terminated its business relationship
with the Company or applicable
Affiliate of the Company;



		(iii)	directly or indirectly
solicit, interfere with,
disturb, or attempt to solicit,
interfere with or disturb, directly or indirectly, the
relationship (contractual
or otherwise) with any
Person who is, as of the date of termination
of employment, or was within two
(2) years prior to the
date of termination of
employment, a supplier of the Company or any Affiliate, including
any actively sought prospective supplier
of the Company or any Affiliate, for the purpose of inducing such supplier to cease
doing business with the
Company or any Affiliate, unless such
supplier had already terminated its business relationship with
the Company or applicable Affiliate
of the Company; or



		(iv)	directly or indirectly recruit solicit,
encourage or assist in the solicitation
of, for the purpose of offering employment to or
hiring, any Person employed by the
Company or any Affiliate (as an Employee, independent contractor
or otherwise) unless, prior to
any such solicitation, such person is no
longer employed or engaged
by the Company
or any Affiliate.



		(b)	The parties
agree that the relevant public policy aspects of covenants not to compete and not
to solicit have been discussed,
and that every effort has been
made to limit the restrictions
placed upon the Employee
to those that are
reasonable and necessary to protect
the Company's and its Affiliates' legitimate interests.
The Employee acknowledges that, based
upon his education, experience,
and training, these non-compete
and non-solicit provisions will
not prevent him
from earning a livelihood and supporting himself
and his family
during the relevant time period.
The Employee further acknowledges that a narrower geographic limitation on the restrictive
covenants than that set forth above would not adequately protect the Company's legitimate
business interests.



		(c)	The Employee shall, on the Commencement
Date, enter into a Key Employee Agreement Regarding Trade Secrets, Confidential
Information, Inventions, Non-Betting
And Non-Solicitation substantially in the form as Exhibit B attached hereto and the
Employee agrees that the entering into such agreement is necessary to protect the
interests of the
Company, its Subsidiaries
or Affiliates and is reasonable
and valid in geographical
and temporal scope and
in all other respects.



		(d)	If any
provision of this
Section 3.1, or
the application of such provision
to any Person or circumstance is held invalid, illegal or
unenforceable in any
respect by a court or other tribunal
of competent jurisdiction, such provision will,
without any actions on
the part of the parties to this
Agreement , be
modified to the least
extent
necessary to cause such provision
to conform to the law as
may be determined by such court
or other tribunal, and such
invalidity, illegality or unenforceability
will not affect any other provision of this Agreement.





    	 



    	 



    

 


 


		(e)	The restrictions
contained in Section
3.1 are necessary for the protection of the business, goodwill and Confidential Information
of the Company
and its Affiliates and are considered by the Employee to be reasonable
for such purposes. The Employee agrees that
any material breach of Section 3.1 could cause the Company and its Affiliates substantial
and irrevocable damage and therefore,
in the event of any such breach, in addition
to such other remedies which may be available,
the Company shall have
the right to
seek specific performance and injunctive relief,
cease any severance payments being made
to the Employee,
and/or
recover severance payments already made.



		(f)	The existence of a claim, charge,
or cause of action by the Employee
against the Company shall not
constitute a defense to the enforcement
by the Company of the foregoing
restrictive covenants.



		(g)	The provisions
of this Section
3. I shall survive termination of this Agreement and apply regardless of the reason
for the termination of the Employee's employment.



 


		3.2	Permitted Activities.
For the avoidance of doubt, during
and after the Employment Period, nothing
contained in this
Section 3 shall be construed to prohibit Employee from contacting business associates, customers or suppliers of the Company if
such contact is not made for purposes of, and does not have the
effect of, violating any of the
provisions of this Section 3.



		3.3	Surviv
al. The provisions
contained in this Section 3 will survive termination of this Agreement regardless whether such termination
is initiated by the
Company or the Employee.



 


		IV	MISCELLANEOUS



 


		4.1	Notices. All notices
and other communications required or permitted hereunder will be
in writing and, unless otherwise provided
in this Agreement, will be deemed to
have been duly given when delivered in
person or by a nationally recognized
overnight courier service
or when dispatched if during normal
business hours by electronic
facsimile transfer (confirmed in writing by mail
simultaneously dispatched) to the
appropriate party at the address specified below:



Ifto theCompany,
to:


 


Elys
Game Technology, Corp./BookmakersCompany
US LLC c/o Beard Winter LLP


130
Adelaide St. W, Suite 701 Toronto, Ontario, Canada M5H 2K4 Telephone
No.: (416) 306-1771


Facsimile No.: (416)
593-7760 Attention: Julian L. Doyle, LLB Email: jdoyle@beardwinter.com


 


with a
copy to:


 


Gracin &
Marlow, LLP The Chrysler Building


405 Lexington Avenue, 26th Floor


New
York, New York 10174 Telephone No.: (212) 907-6457


Facsimile No.: (212)
208-4657 Attention: Leslie Marlow, Esq.


Email: lmarlow@gracinmarlow.com


 


lfto
Employee, to the address for the Employee in the
Company's payroll records; or,
in any case,
to such other address or addresses as any such party may from time to time designate by like notice,
and with copy (that shall not constitute notice) is to:


 


 


 


 


		4.2	Amendments
and Wnive
rs.



1309 lmperia
Dr.


Henderson, NV 89052-4054




    	 



    	 



    

 


 


		(a)	Any provision
of this Agreeme nt
may be amended
or waived if, but only
if, such
amendment or waiver
is in writing and is signed, in the case
ofan amendment, by each party to this Agreement, or in
the case ofa waiver, by the party against
whom the waiver is to be effective.



		(b)	No failure or delay by any party in
exercis ing any
right, power or privilege hereunder
will operate as a waiver thereof
nor will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise
of any other right, power or privilege.
The rights and remedies herein
provided will be cumulative and not exclusive of any rights or remedies provided by law.



		4.3	Code of Business Conduct.
Employee shall, on the
Commencement Date, acknowledge
receipt of the Parent's Code of
Business Conduct (with Whistleblower Policy), a copy of whic
h is attached hereto as
Exhibit
C, and agree,
by signi ng the
acknowledgment, to abide by such Code of Business Conduct
(wit h Whistleblower
Policy), as amended or supplemented from time to time.



		4.4	Indemn
ification.
The Company shall indemnify Employee to the fullest extent permitted under the Company's Certificate of Organization or By-Laws and pursuant
to any other agreements or policies
in effect from time to time in connection with
any action, suit or proceeding to which Employee may
be made a party by reason of Employee being an officer, director or
employee of the Company or of any
Affiliate of the Company. This
provision shall survive termination
of employment.



		4.5	Expenses.
Except as otherwise provided elsewhere
in this Agreement, each party will pay
all of their respective expenses incurred in connection with the negotiation of this Agreement, and, except
as otherwise specified in this
Agreement, the parties will pay all of their respective expenses incurred
in connection with
any legal proceeding concerning
a dispute arising
out of this Agreement.



		4.6	Successo rs
,md Assiens.
The provisio
ns of this Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors,
assigns, heirs and administrators; provided that except in accordance
with the laws of descent and distribution
with respect to Employee, neither
party may assign, delegate or otherwise transfer any of his or its rights or obligations
under this Agreement without the prior written consent of the other party.



		4.7	No Third-Partv
Beneficiaries. Except as otherwise
expressly provided for herein, this Agreement is for
the sole benefit of the parties
hereto, and Affiliates of the Company, and
their permitted assigns, , and
nothing herein expressed or implied will give or be construed
to give to any Person, other than
the parties hereto and such permitted
assigns any legal or equitable rights hereunder.



 


		4.8	Govcming Law.
This Agreement will be
governed by, and construed in
accordance with, the laws of
the State ofNevada without
regard to the principles of conflicts
of laws
of such
state.



		4.9	Mediation.



Unless
the circumstances warrant a party to seek immediate,
equitable relief, prior any legal
proceeding between any
of the parties arising out of or relating to this Agreement,
the parties shall submit the
dispute to non-binding mediation. Either party may commence such mediation
by providing the other party
a written request for mediation, setting forth the
subject of the dispute. The
parties shall use their commercially
reasonable efforts to select a single
mediator with knowledge and experience in the sports wagering
business that is mutually
satisfactory to both parties.
If the parties cannot promptly agree on a mutually
satisfactory mediator, the parties shall request an alternative
dispute resolution provider to promptly select the
mediator. The mediation shall be
conducted in Las Vegas, Nevada
and every effort will be made to
commence and conclude the mediation within
sixty (60) days following the date
that the mediator is selected
. The costs of such
mediation shall be borne by the parties equally. If such
mediation does not produce a satisfactory resolution of the dispute, then each party shall
be entitled to exercise its rights
and remedies under this Agreement. Any applicable statutes
of limitation or repose shall
be tolled during the period between the selection of the mediator and
thirty (30) days after the
conclusion of the mediation.


		4.10	.Iurisdic
tion.
Any suit, action or proceeding
seeking to enforce any provis
ion of,
or based on
any matter arising out of
or in connect ion
with, this Agreement that is not
subject to or resolved
by mediation
shall be subject
to the exclusive jurisdiction and
venue of the
state and federal courts
located in the
metropolitan area of the city
where Employee is employed and each of the parties to this Agreement hereby irrevocably
consents to the jurisdiction
and venue of such
courts (and
of the appropriate appellate courts
therefrom) in any such suit,
action or proceeding and
irrevocably waives, to
the fullest extent permitted by law, any objection that
it may now or hereafter have to
the laying of
the venue of any such suit, action
or proceeding in any such court
or that any
such suit, action
or proceeding
that is brought in any such





    	 



    	 



    

 


 


court
has been brought in an inconvenient
form. Process in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party to
this Agreement agrees that service of process on such party as provided in Section 4.1 of this Agreement
will be deemed effective service of process on such party.


 


		4.11	No
Limitmion of Rit!hts.
Nothing in this Agreement shall limit or prejudice any rights of the Company or Employee under any other laws.



 


		4.12	WAIVER OF JURY TRIAL. EACH OF
THE EMPLOYEE AND THE COMPANY HEREBY
KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVE
ANY AND ALL RIGHTS TO TRIAL BY JURY JN ANY LEGAL PROCEEDING OR
DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



		4.13	Counte
rparts.
This Agreement may be signed in any number
of counterparts, each of which will be
an original, with the same
effect as if the signatures thereto
and hereto were upon the same instrument.



 


		4.14	Head ines.
The headings in this Agreement are for convenience ofreference only and will not control
or affect the meaning or construction of any provisions hereof.



 


		4.15	Joint
Draflin!!.
In recognition of the fact that
the parties had an equal opportunity to negotiate
the language of, and draft, this Agreement, the parties acknowledge and agree that there
is no single drafter of this Agreement
and, therefore, the
general rule that ambiguities
are to be construed against the drafter is, and shall be, inapplicable. If any
language in this Agreement is
found or claimed to be
ambiguous, each party shall have the same
opportunity to present evidence
as to the actual intent
of the parties with
respect to any such ambiguous language without
any inference or presumption being drawn against
any party.



 


		4.16	Severabi
lity.
If any provision of
this Agreement or the application
of any such provision to
any Person or circumstance is
held invalid, illegal or
unenforceab le in any respect
by a court of competent jurisdiction, such invalidity, illegality
or unenforceability will
not affect any other provision
hereof. If any provision of this
Agreement is finally judicially
determined to be invalid,
ineffective or unenforceable, the determination will apply only in the
jurisdiction in which
such final adjudication is made,
and such provision will be deemed severed
from this Agreement for purposes of such jurisdiction only, but every other provision of this Agreement will remain
in full force and effect, and there
will be substituted for any such provision
held invalid, ineffective or unen
forceable, a provision of similar
import reflecting the original intent of the parties to the extent permitted under applicable law.



 


		4.17	Survivability.
The provisions of this Agreement which by their terms call
for performance subsequent to termination of Employee's employment hereunder, or of this Agreement, shall so
survive such termination, whether or not
such provisions expressly state
that they shall so survive.



 


		4.18	Certa in
ln terpre1ive 1\-1:ute
rs. Unless the context requires
otherwise, (i) words in the singular
include the plural and vice
versa, (ii) all reference to$ or dollar
amounts will be to lawful
currency of the
United States, (iii) to the
extent the term
"day" or
"days" is
used,
it will mean calendar days,
(v) the words "herein,"
"hereby," "hereunder" and
other words of similar import refer
to this Agreement
as a whole, and (vi) the tenn "including"
means "including
1vithout limitation."



 


		4.19	Entire
Agreement.
This Agreement constitutes the
entire agreement among the parties
with respect to the subject matter hereof. This
Agreement supersedes all prior agreements and understandings , both
oral and written, between the parties
wit h respect
to the subject matter of this
Agreement.



		4.20	Full
Understanding,.
Employee represents and
agrees that Employee fully understands
Employee's right to discuss
all aspects of this Agreement
with Employee's private attorney,
and that to the
extent, if any, that Employee
desired, Employee utilized this
right. Employee further represents and ag rees
that: (i) Employee has carefully read and fully understands all of the
provisions of this
Agreement; (ii) Employee is
competent to execute this Agreement; (iii) Employee's agreement to
execute this Agreement has not been obtained by any duress and that Employee freely
and voluntarily enters into it; and (iv) Employee
has read this document in its entirety and fully understands the
meaning, intent and consequences of this document.



		4.21	Section 409A.



 


		(a)	The provisions of this Agreement are intended
to comply with or
be exempt from Section 409A of the Code
and any final
regulations and guidance
promulgated thereunder and shall
be construed in
a manner consistent with the





    	 



    	 



    

 


 


 


requirements
for avoiding taxes or penalties under Section 409A of
the Code ("Section 409A").
If the Company determines in
good faith that any provision of this Agreement would cause Employee to incur an
additional tax, penalty, or interest
under Section 409A, and the
applicable guidance thereunder, the Company and Employee shall use reasonable
efforts to reform such provision, if possible,
in a mutually agreeable fashion
to maintain to the maximum extent practicable the original intent of the
applicable provisio n without
violating the provisions of Section 409A or causing the imposition of such additional tax, penalty,
or interest under Section 409A. The preceding provision, however,
shall not be construed as a guarantee by
the Company of any particular tax effect to Employee
under this Agreement. In no event will the Company be liable for any
additional tax, interest or penalties
that may be imposed upon Employee
under Section 409A or any damages for failing
to comply with Section 409A.


		(b)	"Termination of
employment," or words of similar import, as used in this Agreement means, for purposes of any payments
under this Agreement that are payments of deferred
compensation subject to Section
409A, the Employee's "separation
from service" as defined in Section
409A. For purposes of Section
409A, the right to a series of installment payments under
this Agreement shall be treated as
a right to a series of separate
payments.



		(c)	With respect to any
reimbursement of expenses of, or any provision of in-kind
benefits to, Employee, as
specified under this Agreement,
such reimbursement of expenses
or provision of in-kind benefits shall be subject
to the following
conditions: (i) the
expenses eligible for reimbursement or
the amount of in-kind
benefits provided in one
taxable year shall not affect the
expenses eligible for reimbursement
or the amount
of in-kind benefits provided
in any other taxable year,
except for any medical reimbursement arrangement providing for the reimbursement of expenses referred
to in Section 105(b) of the Code; (ii)
the reimbursement of an eligible
expense shall be made no
later than the end of the year after
the year in which such expense was incurred; and
(iii) the right
to reimbursement or in-kind
benefits shall not
be subject to liquidation
or exchange for another benefit.



		(d)	If a
payment obligation under this Agreement
or other compensation arrangement arises on account of Employee's
separation from service while
Employee is a"Specified
Employee" (as defined under Section 409A and determined in good
faith by the Company), any payment of
"deferred compensation" (as defined under Treasury
Regulation Section l.409A-l(b)(l), after giving effect to the exemptions
in Treasury Regulation Sections 1.409A-l(b)(3) through
(b)(l2)) that is scheduled
to be paid within six (6)
months after such separation
from service shall accrue without interest and shall be paid within
15 days after the end
of the six-month period beginning
on the date of
such separation from service
or, if earlier, within 15 days
after the appointment of the personal representativeor executor of
Employee's estate following her
death. Whenever a payment under this Agreement
specifies a payment period with
respect to a number
of days, the
actual date of
payment within the specified period shall be within the sole
discretion of the Company.



 


 


{signatures
are on the next page)




    	 



    	 



    

 


 


IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to
be duly executed as of
the day and year first
above written.


 


 


 


 


BOOKMAKERS COMPANY
US LLC dba U.S.
BOOKMAKING


 


 


/s/ Robert Kocienski 


Name: Robert Kocienski


Title: CEO


 


 


EMPLOYEE


 





	/s/ Victor J. Salerno	 	/s/
Terina Salerno	 	 
	Name: Victor J. Salerno	 	Witness	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


 


/s/ Victor J. Salerno /s/
Terina Salerno


Name: Victor J. SalernoWitness