Exhibit 10.4


 


DATED: March 23, 2017


 


	INSPIRED GAMING (UK) LIMITED	(1)
	 

        and

         
	 
	STEWART BAKER	(2)


 


	EMPLOYMENT
    CONTRACT


 




     


     


    

 


PARTIES


  


		(1)	Inspired Gaming (UK) Limited incorporated
                                         and registered in England and Wales with company number 03565640 whose registered office
                                         is at 3 The Maltings, Wetmore Road, Burton On Trent, Staffordshire, DE14 1SE (Company).



 


		(2)	The Employee as per Schedule 1 (“You”).



 


AGREED TERMS


 


1.           INTERPRETATION


 


		1.1	The definitions and rules of interpretation
                                         in this clause 1 apply in this agreement.



 


Capacity: as agent, consultant,
director, employee, owner, partner, shareholder or in any other capacity.


 


Commencement
Date: See Schedule 1.


 


Confidential Information:
information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to
the business, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company
or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of
the Company or of any Group Company or any of their suppliers, clients, customers, agents, distributors, shareholders or management
such as price lists, rental lists, terms of business, customer details and locations that you create, develop, receive or obtain
in connection with the Employment, whether or not such information (if in anything other than oral form) is marked confidential.


 


Copies: copies or records
of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or
on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans,
compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or
generated from Confidential Information.


 




    	 	2	 



     


    

 


Employment: your employment
by the Company on the terms of this agreement.


 


Employment IPRs: Intellectual
Property Rights created by you in the course of your employment with the Company (whether or not during working hours or using
the premises or resources of the Company) including but not limited to any rights related to gambling and lottery services, server-based
gaming, virtual sports betting, electronic table gaming, licensing of gaming software, sale, rental and lease of gaming machines
and equipment, provision of betting and lottery content, video lottery terminals, ticket dispensing apparatus and distribution
of betting and lottery content online or via mobile, remote and field support related to the provision of the aforementioned and
anything ancillary which is materially similar to such goods and services.


 


Employment Inventions:
any Invention which is made wholly or partially by you at any time during the course of your employment with the Company (whether
or not during working hours or using premises or resources or the Company, and whether or not recorded in material form).


 


Garden Leave: any period
during which the Company has exercised its rights under clause 16.


 


Group Company: the Company,
any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company.


 


Incapacity: any sickness,
injury or other medical disorder or condition which prevents you from carrying out your duties.


 


Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up,
rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database
rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and
renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist
now or in the future in any part of the world.


 




    	 	3	 



     


    

 


Invention: any invention,
idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or
not recorded in any medium.


 


Pre-Contractual Statement:
any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any
person (whether party to this agreement or not) relating to your employment under this agreement other than as expressly set out
in this agreement or any documents referred to in it.


 


Restricted Business:
the business of gambling and lottery services, server-based gaming, virtual sports betting, electronic table gaming, licensing
of gaming software, sale, rental and lease of gaming machines and equipment, provision of betting and lottery content, video lottery
terminals, ticket dispensing apparatus and distribution of betting and lottery content online or via mobile, remote and field
support and development related to the provision of the aforementioned and anything ancillary which is materially similar to such
goods and services and any other business of the Company from time to time or those parts of the business of the Company and any
Group Company with which you were involved to a material extent in the six months before Termination.


 


Restricted Customer:
any firm, company or person who, during the six month(s) before Termination, was a customer or prospective customer of or was
in the habit of dealing with the Company or any Group Company with whom you had contact or management responsibility for or about
whom you became aware or informed in the course of your Employment or regarding whom you had access to confidential information.


 


Restricted Person: anyone
employed or engaged by the Company or any Group Company at a management level or in a sales, business development, finance, IT
operations or development role who could materially damage the interests of the Company or any Group Company if they left their
employment or were involved in any Capacity in any business concern which competes with any Restricted Business and with whom
you dealt or had personal contact within the six month(s) before Termination in the course of your employment but excluding anyone
employed solely in an administrative, clerical or unskilled manual role.


 




    	 	4	 



     


    

 


Staff Handbook: the staff
handbook of the Company as amended from time to time.


 


Subsidiary and Holding Company:
mean a "subsidiary" and "holding company" as defined in section 1159 of the Companies Act 2006 and a company
shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c) as a member
of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee),
whether by way of security or in connection with the taking of security, or (b) a nominee.


 


Termination: the termination
(including the termination date) of your Employment with the Company however caused.


 


		1.2	The headings in this agreement are inserted
                                         for convenience only and shall not affect its construction.



 


		1.3	A reference to a particular law is a
                                         reference to it as it is in force for the time being taking account of any amendment,
                                         extension, or re-enactment and includes any subordinate legislation for the time being
                                         in force made under it.



 


		1.4	Unless the context otherwise requires,
                                         a reference to one gender shall include a reference to the other genders.



 


		1.5	Unless the context otherwise requires,
                                         words in the singular include the plural and in the plural include the singular.



 


		1.6	The schedules to this agreement form
                                         part of (and are incorporated into) this agreement.



 




    	 	5	 



     


    

 


		2.	TERM OF APPOINTMENT



 


		2.1	Your Employment commenced on the Commencement
                                         Date and shall continue, subject to the remaining terms of this agreement, until terminated
                                         by either party giving the other not less than the notice period specified in Schedule
                                         1. Your date of commencement of continuous Employment, if different is as stated in Schedule
                                         1.



 


		2.2	Probationary Period. There is no probationary
                                         period in this employment



 


		3.	EMPLOYEE WARRANTIES



 


		3.1	You represent and warrant to the Company
                                         that, by entering into this agreement or performing any of your obligations under it,
                                         you will not be in breach of any court order or any express or implied terms of any contract
                                         or other obligation binding on you and you undertake to indemnify the Company against
                                         any claims, costs, damages, liabilities or expenses which the Company may incur as a
                                         result if you are in breach of any such obligations.



 


		3.2	You also warrant and represent that
                                         you are entitled to work in the United Kingdom without any additional approvals and will
                                         notify the Company immediately if you cease to be so entitled during the Employment.



 


		4.	DUTIES



 


		4.1	You shall serve the Company in the
                                         role detailed in Schedule 1 or such other role and with such duties as the Company considers
                                         appropriate from time to time.



 


		4.2	During your Employment you shall:



 


		(a)	unless prevented by Incapacity,
                                         devote the whole of your time, attention and abilities to the business of the Company
                                         (and any Group Company) as required;



 




    	 	6	 



     


    

 


		(b)	faithfully and diligently exercise
                                         such powers and perform such duties as may from time to time be assigned to you;






		(c)	comply with all reasonable and
                                         lawful directions given to you;






		(e)	report your own wrongdoing and
                                         any wrongdoing or proposed wrongdoing of any other employee or director of any Group
                                         Company to the HR director or General Counsel immediately on becoming aware of it;






		(f)	use your best endeavours to promote,
                                         protect, develop and extend the business of the Company; and






		(g)	consent to the Company monitoring
                                         and recording any electronic communications or other systems the Company has for the
                                         purpose of ensuring that any rules the Company has are being complied with or for any
                                         other legitimate business purpose.



 


		4.3	You shall comply with any and all
                                         anti-corruption, conflict of interest, hospitality and gifts and bribery policy(ies)
                                         and related procedures of the Company at all times.



 


		4.4	You shall comply with any rules, policies
                                         and procedures set out in the Staff Handbook a copy of which is available from HR and
                                         has been given to you (and is also available on the Company intranet). The Staff Handbook
                                         does not form part of this agreement and the Company may amend it at any time. To the
                                         extent that there is any conflict between the terms of this agreement and the Staff Handbook,
                                         this agreement shall prevail.



 


		4.5	All documents, manuals, hardware and
                                         software provided for your use by the Company, and any data or documents (including copies)
                                         produced, maintained or stored on the computer systems of the Company or other electronic
                                         equipment (including mobile phones), remain the property of the Company.



 


		4.6	As a global business, the Group is
                                         obliged to comply with the gaming laws in all territories and jurisdictions in which
                                         the Group operates (and is regulated by) from time to time. You have a duty to comply
                                         with all relevant gaming laws and to keep your manager informed if you are aware of any
                                         other employee having breached any of these laws and/or regulations.



 




    	 	7	 



     


    

 


		5.	PLACE OF WORK



 


		5.1	Your normal place of work is as detailed
                                         in Schedule 1 or such other place on a temporary or permanent basis as the Company may
                                         reasonably require.



 


		5.2	You agree to travel on any business
                                         of the Company (both within the United Kingdom or abroad) as may be required for the
                                         proper performance of your duties.



 


		5.3	Unless expressly stated otherwise
                                         in Schedule 1 during the Employment you shall not be required to work outside the United
                                         Kingdom for any continuous period of more than one month.



 


		6.	HOURS OF WORK



 


		6.1	Your normal working hours shall be
                                         as detailed in Schedule 1 together with such additional hours as are necessary for the
                                         proper performance of your duties including varied shifts, nights and weekend work where
                                         required. You acknowledge that you shall not receive further remuneration in respect
                                         of additional hours unless expressly agreed in writing in advance.



 


		7.	SALARY



 


		7.1	You shall be paid an initial salary as detailed in Schedule
1.



 


		7.2	Your salary shall accrue from day to
                                         day and be payable monthly in arrears on or about the 1st working day of the following
                                         month directly into your bank or building society. Where the 1st is a weekend
                                         or bank holiday you will be paid on the Friday before the weekend/bank holiday.



 


		7.3	Your salary may be reviewed annually,
                                         the first such review to take place not less than one year after Commencement at the
                                         time of any Company-wide review (usually early in the calendar year). The Company is
                                         under no obligation to award an increase following a Salary review. There will be no
                                         review of the Salary after notice has been given by either party to terminate the Employment.



 


		7.4	The Company may deduct from the salary
                                         any money owed to any Group Company by the Employee.



 




    	 	8	 



     


    

 


		8.	EXPENSES



 


		8.1	The Company shall reimburse (or procure
                                         the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred
                                         in the course of your Employment, subject to production of VAT receipts or other appropriate
                                         evidence of payment and the policies of the Company on expenses as communicated to you
                                         from time to time and/or as set out in the Staff Handbook.



 


		8.2	Any credit card supplied by the Company
                                         shall be used only for expenses incurred by you in the course of the Employment.



 


		9.	HOLIDAYS



 


		9.1	You shall be entitled to the number
                                         of days' paid holiday in each holiday year set out in Schedule 1. The holiday year of
                                         the Company runs between 1st January and 31st December. If the
                                         Employment commences or terminates part way through a holiday year, your entitlement
                                         during that holiday year shall be calculated on a pro-rata basis.



 


		9.2	Holiday shall be taken at such time
                                         or times as shall be approved in advance by your manager. You shall not without the consent
                                         of your manager carry forward any accrued but untaken holiday entitlement to a subsequent
                                         holiday year.



 


		9.3	You shall have no entitlement to payment
                                         in lieu of accrued but untaken holiday except on termination. The amount of such payment
                                         in lieu shall be 1/260th of your (full-time equivalent) salary for each untaken day of
                                         the entitlement for the holiday year in which Termination takes place. No days may be
                                         carried forward from the preceding holiday year for this purpose.



 


		9.4	If on Termination you have taken in
                                         excess of your accrued holiday entitlement, the Company shall be entitled to recover
                                         from you by way of deduction from any payments due to you, or otherwise, one day's pay
                                         calculated at 1/260th of the (full-time equivalent) salary for each excess day.



 


		9.5	If either party has served notice to
                                         terminate the Company may require you to take any accrued but unused holiday entitlement
                                         during the notice period. Any accrued but unused holiday entitlement shall be deemed
                                         to be taken during any period of Garden Leave.



 




    	 	9	 



     


    

 


		10.	INCAPACITY



 


		10.1	Subject to your compliance with the
                                         sickness absence procedures of the Company (as amended from time to time), if you continue
                                         to receive payment and benefits (other than statutory sick pay) during any period of
                                         absence due to Incapacity this is entirely at the discretion of the Company. Any indicative
                                         potential entitlements are included in Schedule 1 and any payments shall be inclusive
                                         of any statutory sick pay due in accordance with applicable legislation in force at the
                                         time of absence.



 


		10.2	If your pay during any period of Incapacity
                                         is reduced or you are paid SSP only, the level of contributions in respect of your membership
                                         of the Inspired Gaming Group Pension Scheme may continue, subject to the relevant pension
                                         scheme rules in force at the time of absence.



 


		10.3	You agree to consent to medical examinations
                                         (at the expense of the Company) by a doctor nominated by the Company should the Company
                                         so require. You agree that any report produced in connection with any such examination
                                         may be disclosed to the Company and the Company may discuss the contents of the report
                                         with the relevant doctor.



 


		10.4	If the Incapacity is or appears to
                                         be occasioned by actionable negligence, nuisance or breach of any statutory duty on the
                                         part of a third party in respect of which damages are or may be recoverable, you shall
                                         immediately notify HR of that fact and of any claim, compromise, settlement or judgment
                                         made or awarded in connection with it and all relevant particulars that the Company may
                                         reasonably require. You shall, if required, refund to the Company that part of any damages
                                         or compensation recovered relating to the loss of earnings for the period of the Incapacity
                                         as the Company may reasonably determine less any costs borne in connection with the recovery
                                         of such damages or compensation, provided that the amount to be refunded shall not exceed
                                         the total amount paid to you by the Company in respect of the period of Incapacity.



 




    	 	10	 



     


    

 


		10.5	The rights of the Company to terminate
                                         your Employment under the terms of this agreement apply even when such termination would
                                         or might cause you to forfeit any entitlement to sick pay, insurance or other benefits.



 


		11.	OUTSIDE INTERESTS



 


		11.1	Subject to clause 11.2, during your
                                         employment you shall not, except as a representative of the Company or with prior written
                                         approval, whether paid or unpaid, be directly or indirectly engaged, concerned or have
                                         any financial interest in any Capacity in any other business, trade, profession or occupation
                                         (or the setting up of any business, trade, profession or occupation).



 


		11.2	Notwithstanding clause 11.1, you may
                                         hold an investment by way of shares or other securities of not more than 5% of the total
                                         issued share capital of any company (whether or not it is listed or dealt in on a recognised
                                         stock exchange) where such company does not carry on a business similar to or competitive
                                         with any business for the time being carried on by any Group Company.



 


		11.3	You agree to disclose to the Company
                                         any matters relating to your spouse or civil partner (or anyone living as such), children
                                         or parents which may, in the reasonable opinion of the Company, be considered to interfere,
                                         conflict or compete with the proper performance of your obligations under this agreement.



 


		12.	CONFIDENTIAL INFORMATION



 


		12.1	Without prejudice to your common law
                                         duties, you shall not (except in the proper course of your duties, as authorised or required
                                         by law or as authorised by senior management, either during your Employment or at any
                                         time after Termination (howsoever arising)):



 


		(a)	use any Confidential Information;
                                         or



		(b)	make or use any Copies; or



		(c)	disclose any Confidential Information
                                         to any person, company or other organisation whatsoever.



 




    	 	11	 



     


    

 


		12.2	The restriction in clause 12.1 does
                                         not apply to any Confidential Information which is or becomes in the public domain other
                                         than through unauthorised disclosure by you.



 


		12.3	You shall be responsible for protecting
                                         the confidentiality of the Confidential Information and shall:



 


		(a)	use your best endeavours to prevent
                                         the use or communication of any Confidential Information by any person, company or organisation
                                         (except in the proper course of his duties, as required by law or as authorised by the
                                         Company; and



		(b)	inform the Company immediately
                                         upon becoming aware, or suspecting, that any such person, company or organisation knows
                                         or has used any Confidential Information.



 


		12.4	All Confidential Information and Copies
                                         shall be the property of the Company and shall be handed over to HR or other nominated
                                         person by you on Termination, or at the request of the Company, at any time during your
                                         Employment.



 


		13.	INTELLECTUAL PROPERTY 



 


		13.1	You shall give the Company full written
                                         details of all Inventions and of all works embodying Intellectual Property Rights made
                                         wholly or partially by you at any time during the course of your Employment which relate
                                         to, or are capable of being used in, the business of any Group Company. You acknowledge
                                         that all Intellectual Property Rights subsisting (or which may in the future subsist)
                                         in all such Inventions and works shall automatically, on creation, vest in the Company
                                         absolutely. To the extent that they do not vest automatically, you hold them on trust
                                         for the Company. You agree promptly to execute all documents and do all acts as may,
                                         in the opinion of the Company, be necessary to give effect to this clause 13.1.



 


		13.2	You hereby irrevocably waive all moral
                                         rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other
                                         jurisdictions) which you have or will have in any existing or future works referred to
                                         in clause 13.1.



 




    	 	12	 



     


    

 


		13.3	You hereby irrevocably appoint the
                                         Company to be your attorney to execute and do any such instrument or thing and generally
                                         to use your name for the purpose of giving the Company or its nominee the benefit of
                                         this clause 13. You acknowledge in favour of a third party that a certificate in writing
                                         signed by the Company that any instrument or act falls within the authority conferred
                                         by this clause 13 shall be conclusive evidence that such is the case.



 


		13.4	Any additional Intellectual Property
                                         provisions are contained in Schedule 3.



 


		14.	PAYMENT IN LIEU OF NOTICE



 


		14.1	Notwithstanding clause 2, the
                                         Company may, in its sole and absolute discretion, terminate the Employment at any time
                                         and with immediate effect by paying a sum in lieu of notice (Payment in lieu)
                                         equal to the basic salary (as at Termination) which you would have been entitled to receive
                                         under this agreement during the notice period referred to in Schedule 1 (or, if notice
                                         has already been given, during the remainder of the notice period) less income tax and
                                         National Insurance contributions. For the avoidance of doubt, the Payment in lieu shall
                                         not include any element in relation to:



 


		(a)	any bonus or commission payments
                                         that might otherwise have been due during the period for which the Payment in lieu is
                                         made;






		(b)	any payment in respect of benefits
                                         which you would have been entitled to receive during the period for which the Payment
                                         in lieu is made; and






		(c)	any payment in respect of any holiday
                                         entitlement that would have accrued during the period for which the Payment in lieu is
                                         made.



 


		14.2	You shall have no right to receive
                                         a Payment in lieu unless the Company has exercised its discretion in clause 14.1. Nothing
                                         in this clause 14 shall prevent the Company from terminating your Employment in breach.



 


		15.	TERMINATION WITHOUT NOTICE



 


		15.1	The Company may also terminate your
                                         Employment with immediate effect without notice and with no liability to make any further
                                         payment to you (other than in respect of amounts accrued due at the date of Termination)
                                         if you:



 




    	 	13	 



     


    

 


		(a)	are guilty of any gross misconduct
                                         whether directly affecting the business of any Group Company or otherwise; or






		(b)	commit any serious or repeated
                                         breach or non-observance of any of the provisions of this agreement or refuses or neglects
                                         to comply with any reasonable and lawful directions; or






		(c)	are, in the reasonable opinion
                                         of the Company, grossly negligent and/or incompetent in the performance of your duties;
                                         or






		(d)	are declared bankrupt or make any
                                         arrangement with or for the benefit of his creditors or has a county court administration
                                         order made against him under the County Court Act 1984; or






		(e)	are convicted of any criminal offence
                                         (including, potentially, any traffic offence; or






		(f)	cease to hold any professional
                                         qualification required as per Schedule 1; or






		(g)	become of unsound mind (which includes
                                         lacking capacity under the Mental Capacity Act 2005), or a patient under any statute
                                         relating to mental health; or






		(h)	cease to be eligible to work in
                                         the United Kingdom; or






		(i)	are guilty of any fraud or dishonesty
                                         or act or fail to act in any other manner which in the opinion of the Company brings
                                         or is likely to or could bring any Group Company into disrepute or is materially adverse
                                         to the interests of any Group Company; or






		(j)	breach the Gambling Act or any
                                         other gaming legislation whether in the UK or in other territories in which the Group
                                         operates and/or any associated licence conditions or codes of practice; or






		(k)	are guilty of a serious breach
                                         of any rules issued by the Company from time to time (including regarding its electronic
                                         communications systems).



 


		15.2	The rights of the Company under clause
                                         15.1 are without prejudice to any other rights that it might have at law to terminate
                                         the Employment or to accept any breach of this agreement by you as having brought the
                                         agreement to an end. Any delay by the Company in exercising it rights to terminate shall
                                         not constitute a waiver thereof.



 




    	 	14	 



     


    

 


		16.	GARDEN LEAVE



 


		16.1	Following service of notice to terminate
                                         being given by either party, or if you purport to Terminate the Employment in breach
                                         of contract, the Company may by written notice place you on Garden Leave for the whole
                                         or part of the remainder of your Employment.



 


		16.2	During any period of Garden Leave:



 


		(a)	The Company shall be under no obligation
                                         to provide any work to you and may revoke any powers you hold on behalf of the Company
                                         or any Group Company;






		(b)	The Company may require you to
                                         carry out alternative duties or to only perform such specific duties as are expressly
                                         assigned to you, at such location (including your home) as the Company may decide;






		(c)	You shall continue to receive your
                                         basic salary and all contractual benefits in the usual way and subject to the terms of
                                         any benefit arrangement;






		(d)	You shall remain an employee of
                                         the Company and bound by the terms of this agreement;






		(e)	You shall ensure that your manager
                                         and HR know where you will be and how you can be contacted during each working day (except
                                         during any periods taken as holiday in the usual way);






		(f)	The Company may exclude you from
                                         any premises of any Group Company; and






		(g)	The Company may require you not
                                         to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant,
                                         client, customer, supplier, agent, distributor, shareholder, adviser or other business
                                         contact of any Group Company.



 


		17.	OBLIGATIONS UPON TERMINATION



 


		17.1	On Termination (however arising) or,
                                         if earlier, at the start of a period of Garden Leave following the service of notice
                                         or Termination, purported or otherwise, by you, you shall:



 


		(a)	subject to clause 17.2 if applicable,
                                         immediately deliver to the Company all documents, books, materials, records, correspondence,
                                         papers and information (on whatever media and wherever located) relating to the business
                                         or affairs of any Group Company or their business contacts, any keys, credit card and
                                         any other property of any Group Company including any car or other asset provided to
                                         you, which is in your possession or under your control;



 




    	 	15	 



     


    

 


		(b)	irretrievably delete any information
                                         relating to the business of any Group Company stored on any magnetic or optical disk
                                         or memory and all matter derived from such sources which is in your possession or under
                                         your control outside the premises of the Company; and






		(c)	provide a signed statement that
                                         you have complied fully with your obligations under this clause 17.1 together with such
                                         reasonable evidence of compliance as the Company may request.



 


		17.2	Where you have been placed on Garden
                                         Leave you shall not be required by clause 17.1 to return until the end of the Garden
                                         Leave period any property provided to you as a contractual benefit for personal use.



 


		17.3	You hereby irrevocably appoint the
                                         Company to be your attorney to execute and do any such instrument or thing and generally
                                         to use your name for the purpose of giving the Company or its nominee the full benefit
                                         of clause 17.1(a).



 


		17.4	On Termination however arising you
                                         shall not be entitled to any compensation for the loss of any rights or benefits under
                                         any share option, bonus, long-term incentive plan or other profit sharing scheme, if
                                         any, operated by any Group Company in which you may participate.



 


		17.5	You will comply with the part termination
                                         restrictions contained in Schedule 2.



 


		18.	DISCIPLINARY AND GRIEVANCE
                                         PROCEDURES 



 


		18.1	You are subject to the disciplinary
                                         and grievance procedures of the Company, copies of which are available from HR. These
                                         procedures do not form part of your contract of employment.



 


		18.2	If you want to raise a grievance,
                                         you may apply in writing to HR in accordance with the grievance procedure of the Company.



 




    	 	16	 



     


    

 


		18.3	If you wish to appeal against a disciplinary
                                         or grievance decision you may apply in writing to HR in accordance with the procedure
                                         of the Company.



 


		18.4	The Company may suspend you from any
                                         or all of your duties where appropriate during any period in which the Company is investigating
                                         any disciplinary, grievance or other matter.



 


		18.5	During any period of suspension:



 


		(a)	you shall continue to receive your
                                         basic salary and all contractual benefits in the usual way;






		(b)	you shall remain an employee of
                                         the Company and bound by the terms of this agreement;






		(c)	you shall ensure that HR knows
                                         where you will be and how you can be contacted during each working day (except during
                                         any periods taken as holiday in the usual way);






		(d)	the Company may exclude you from
                                         your place of work or any other premises of the Company or any Group Company; and






		(e)	the Company may require you not
                                         to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant,
                                         client, customer, supplier, agent, distributor, shareholder, adviser or other business
                                         contact of the Company or any Group Company.



 


		19.	PENSIONS



 


		19.1	You will be auto enrolled into the
                                         Inspired Gaming Group Flexible Retirement pension scheme of the Company (or such other,
                                         if any, registered pension scheme as you may be invited participate in as may be established
                                         by the Company (Scheme(s)) subject to the rules of the Scheme(s) and the tax reliefs
                                         and exemptions available from HM Revenue & Customs, in both cases as amended from
                                         time to time. Full details of your entitlements, if any, are in Schedule 1 and full details
                                         of the Scheme(s) are available from HR. Contributions made into the Flexible Retirement
                                         pension scheme will be made via salary exchange. Further details on salary exchange are
                                         available from the HR Department.



 




    	 	17	 



     


    

 


		19.2	You shall pay such contributions to
                                         the Scheme as may be required by the rules of the Scheme as amended from time to time.



 


		19.3	Subject to the statutory minimum and
                                         HM Revenue & Customs requirements the Company may vary the Scheme at any time.



 


		19.4	A contracting-out certificate is not
                                         in force in respect of your Employment.



 


		20.	DATA PROTECTION



 


		20.1	You confirm that you have read and
                                         understand the data protection policy of the Company, a copy of which is available from
                                         HR. The Company is entitled to make changes to its data protection policy, but will notify
                                         employees in writing of any such changes.



 


		20.2	You shall comply with the data protection
                                         policy when processing personal data in the course of employment including personal data
                                         relating to any employee, customer, client, supplier or agent of any Group Company.



 


		20.3	You consent to any Group Company processing
                                         data relating to you for legal, personnel, administrative and management purposes and
                                         in particular to the processing of any sensitive personal data (as defined in the Data
                                         Protection Act 1998) relating to you, including, as appropriate:



 


		(a)	information about your physical
                                         or mental health or condition in order to monitor sick leave and take decisions as to
                                         your fitness for work; or






		(b)	your racial or ethnic origin or
                                         religious or similar information in order to monitor compliance with equal opportunities
                                         legislation; or






		(c)	information relating to any criminal
                                         proceedings in which you have been involved for insurance purposes and in order to comply
                                         with legal requirements and obligations to third parties.



 




    	 	18	 



     


    

 


		20.4	The Company may make such information
                                         available to any Group Company, those who provide products or services to any Group Company
                                         (such as advisers and payroll administrators), regulatory authorities, potential or future
                                         employers, governmental or quasi-governmental organisations and potential purchasers
                                         of the Company or the business in which you work.



 


		20.5	You consent to the transfer of such
                                         information to the business contacts of any Group Company outside the European Economic
                                         Area in order to further their business interests even where the country or territory
                                         in question does not maintain adequate data protection standards.



 


		21.	COLLECTIVE AGREEMENTS



 


		21.1	There is no collective agreement which
                                         directly affects your Employment.



 


		22.	RECONSTRUCTION AND AMALGAMATION



 


		22.1	If your Employment is terminated at
                                         any time by reason of any reconstruction or amalgamation of any Group Company, whether
                                         by winding up or otherwise, and you are offered employment with any concern or undertaking
                                         involved in or resulting from the reconstruction or amalgamation on terms which (considered
                                         in their entirety) are no less favourable to any material extent than the terms of this
                                         agreement, you shall have no claim against the Company or any other undertaking arising
                                         out of or connected with such termination.



 


		22.2	You consent to the transfer of your
                                         Employment under this agreement to an Associated Employer at any time during your Employment.



 


		23.	NOTICE



 


		23.1	A notice given to a party under this
                                         agreement shall be in writing in the English language and signed by or on behalf of the
                                         party giving it. It shall be delivered by hand or sent to the party at the address or
                                         fax number given in this agreement or as otherwise notified in writing to the other party.



 


		23.2	Any such notice shall be deemed to
                                         have been received:



 


		(a)	if delivered by hand, at the time
                                         the notice is left at the address or given to the addressee; or



 




    	 	19	 



     


    

 


 





		(b)	in the case of pre-paid first class
                                         UK post or other next working day delivery service, at 9.00 am two business days after
                                         posting or at the time recorded by the delivery service; or






		(c)	in the case of fax, at the time
                                         of transmission.






 


		23.3	A notice shall have effect from the
                                         earlier of its actual or deemed receipt by the addressee. For the purpose of calculating
                                         deemed receipt:



 


		(a)	all references to time are to
                                         local time in the place of deemed receipt; and






		(b)	if deemed receipt would occur on
                                         a Saturday or Sunday or a public holiday when banks are not open for business, deemed
                                         receipt is at 9.00 am on the next business day.



 


		23.4	A notice required to be given under
                                         this agreement shall not be validly given if sent by e-mail.



 


		23.5	This clause does not apply to the
                                         service of any proceedings or other documents in any legal action.



 


		24.	ENTIRE AGREEMENT



 


		24.1	This agreement (and any document referred to in it) constitutes
the whole agreement between the parties (and in the case of the Company, as agent for any Group Companies) and supersedes any
previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.



 


		24.2	Each party warrants to the other parties that, in entering
into this agreement (and any document referred to in it), it does not rely on any statement, representation, assurance or warranty
of any person (whether a party to this agreement or not) other than as expressly set out in this agreement (or those documents).



 


		24.3	Each party agrees and undertakes to the other parties that
the only rights and remedies available to it arising out of or in connection with this agreement or its subject matter shall be
solely for breach of contract, in accordance with the provisions of this agreement.



 




    	 	20	 



     


    

 


		24.4	Nothing in this clause 25 shall limit
                                         or exclude any liability for fraud.



 


		25.	VARIATION



 


No variation of this agreement
shall be effective unless it is in writing and notified to you. Any material adverse changes will normally need to be signed by
the parties (or their authorised representatives).


 


		26.	COUNTERPARTS



 


This agreement may be executed
in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together
shall constitute one and the same instrument.


 


		27.	THIRD PARTY RIGHTS



 


No person other than a party
to this agreement or a Group Company may enforce any of its terms.


 


		28.	GOVERNING LAW



 


		28.1	This agreement 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 law of England and Wales.



 


		28.2	The parties irrevocably agree to submit
                                         to the exclusive jurisdiction of the courts of England and Wales over any claim or matter
                                         arising under or in connection with this agreement or its subject matter or formation
                                         (including non-contractual disputes or claims).



  


This agreement has been entered into on
the date stated at the beginning of this agreement.


 




    	 	21	 



     


    

 


	Signed by for and on behalf of Inspired Gaming (UK) Limited	 	/s/ Steven Holmes


 


	Signed by the Employee	 	/s/ Stewart Baker


 




    	 	22	 



     


    

 


SCHEDULE 1


Personal Employment Terms


 


Stewart Baker, whose address
is at 12 Hobson Drive, Spondon, Derby, DE21 7TU (Employee).


 


	Job title:	Chief Financial Officer
	 	 
	Reporting to:	Luke Alvarez
	 	 
	Place of work:	Burton
	 	 
	Normal Hours:	37.50 per week
	 	 
	Date of commencement:	22nd September 2014
	 	 
	Salary:	£160,000 per annum
	 	 
	Pension:	Inspired Gaming Group Flexible Retirement Plan with 15% Employer Contribution
	 	 
	Holiday Entitlement:	25 days per annum plus Statutory Bank Holidays


 


	Notice:	You are required to give twelve months’ notice of termination of employment to the Company.
	 	The Company is required to give twelve months’ notice and, in any event not less than one week’s notice for
    each completed year of service subject to a maximum of 12 weeks’ notice.


 




    	 	23	 



     


    

 


SCHEDULE 2


Post-Termination Restrictions


 


		1.	In order to protect the Confidential
                                         Information, trade secrets and business connections of the Company and each Group Company
                                         to which you have access as a result of your Employment, you covenant with the Company
                                         (for itself and as trustee and agent for each Group Company) that you shall not:



 


		(a)	for 12 month(s) after Termination
                                         solicit or endeavour to entice away from the Company or any Group Company the business
                                         or custom of a Restricted Customer with a view to providing goods or services to that
                                         Restricted Customer in competition with any Restricted Business; or






		(b)	for 12 month(s) after Termination
                                         in the course of any business concern which is in competition with any Restricted Business,
                                         offer to employ or engage or otherwise endeavour to entice away from the Company or any
                                         Group Company any Restricted Person; or






		(c)	for 12 month(s) after Termination,
                                         be involved in any Capacity with any business concern which is (or intends to be) in
                                         competition with any Restricted Business; or






		(d)	for 12 month(s) after Termination,
                                         be involved with the provision of goods or services to (or otherwise have any business
                                         dealings with) any Restricted Customer in the course of any business concern which is
                                         in competition with any Restricted Business; or



		(e)	at any time after Termination,
                                         represent yourself as connected with the Company or any Group Company in any Capacity;
                                         or






		(f)	for 12 months after Termination
                                         have any dealings with any supplier, partner; or other business doing business with the
                                         Company or any Group Company such that these dealings do or could cause such other entity
                                         to materially adversely affect the terms of business which they have with the Company
                                         or any other Group Company.



 




    	 	24	 



     


    

 


		2.	None of the restrictions in clause 1
                                         of this Schedule shall prevent you from:



 


		(a)	holding an investment by way of
                                         shares or other securities of not more than 5% of the total issued share capital of any
                                         company, whether or not it is listed or dealt in on a recognised stock exchange; or






		(b)	being engaged or concerned in any
                                         business concern insofar as your duties or work shall relate solely to geographical areas
                                         where (i) you have had no dealings, (ii) you have had no responsibility, or (iii) about
                                         which you have had no Confidential Information in the 12 months before Termination or
                                         the business concern is not in competition with any Restricted Business; or






		(c)	being engaged or concerned in any
                                         business concern, provided that your duties or work shall relate solely to services or
                                         activities of a kind with which you were not concerned to a material extent and did not
                                         have Confidential Information regarding in the 12 months before Termination.



 


		3.	The restrictions imposed on you by this
                                         clause apply to you acting in any Capacity:



 


		(a)	directly or indirectly; and






		(b)	on your own behalf or on behalf
                                         of, or in conjunction with, any firm, company or person.



 


		4.	The periods for which the restrictions
                                         in clause 1 apply shall be reduced by any period that you spend on Garden Leave immediately
                                         before Termination.



 


		5.	If you receive an offer to be involved
                                         in a business concern in any Capacity during your Employment, or before the expiry of
                                         the last of the covenants in this clause, you shall give the person making the offer
                                         a copy of this clause and shall tell the Company the identity of that person as soon
                                         as possible after accepting the offer.



 


		6.	The Company and you entered into the
                                         restrictions in this clause having had the opportunity to be separately legally advised.



 


		7.	Each of the restrictions in this clause
                                         are intended to be separate and severable. If any of the restrictions shall be held to
                                         be void but would be valid if part of their wording were deleted, such restriction shall
                                         apply with such deletion as may be necessary to make it valid or effective.



 




    	 	25	 



     


    

 


		8.	You will, at the request and expense
                                         of the Company, enter into a separate agreement with any Group Company in which you agree
                                         to be bound by restrictions corresponding to those restrictions in this clause (or such
                                         of those restrictions as the Company deems appropriate) in relation to that Group Company.



 


SCHEDULE 3


Intellectual Property


 


		1	INTELLECTUAL PROPERTY



 


		1.1	The definitions and rules of interpretation
                                         in the contract of employment apply in this Schedule.



 


		1.2	You acknowledge that all Employment
                                         IPRs, Employment Inventions and all materials embodying them shall automatically belong
                                         to the Company to the fullest extent permitted by law. To the extent that they do not
                                         vest in the Company automatically, you hold them on trust for the Company.



 


		1.3	You acknowledge that, because of
                                         the nature of your duties and the particular responsibilities arising from the nature
                                         of your duties, you have, and shall have at all times while you are employed by the Company,
                                         a special obligation to further the interests of the Company.



 


		1.4	To the extent that legal title
                                         in any Employment IPRs or Employment Inventions does not vest in the Company by virtue
                                         of clause 1.2, you agree, immediately on creation of such rights and Inventions,
                                         to offer them to the Company in writing. You agree that the provisions of this clause
                                         1 shall apply to all Employment IPRs and Employment Inventions offered to the Company
                                         under this clause 1.4 until such time as the Company has agreed in writing that
                                         you may offer them for sale to a third party.



 


		1.5	You agree



 


		(a)	to give the Company full written
                                         details of all Employment Inventions which relate to or are capable of being used in
                                         the business of any Group Company promptly on their creation;



 




    	 	26	 



     


    

 


		(b)	at the Company’s request and
                                         in any event on the termination of your employment to give to the Company all originals
                                         and copies of correspondence, documents, papers and records on all media which record
                                         or relate to any of the Employment IPRs;






		(c)	not to attempt to register any Employment
                                         IPR nor patent any Employment Invention unless requested to do so by the Company; and






		(d)	to keep confidential each Employment
                                         Invention unless the Company has consented in writing to its disclosure by you.



 


		1.6	You waive all your present and
                                         future moral rights which arise under the Copyright Designs and Patents Act 1988, and
                                         all similar rights in other jurisdictions relating to any copyright which forms part
                                         of the Employment IPRs, and agree not to support, maintain or permit any claim for infringement
                                         of moral rights in such copyright works.



 


		1.7	You acknowledge that, except as
                                         provided by law, no further remuneration or compensation other than that provided for
                                         in this agreement is or may become due to you in respect of your compliance with this
                                         clause. This clause is without prejudice to your rights under the Patents Act 1977.



 


		1.8	You undertake to use your best
                                         endeavours to execute all documents and do all acts both during and after your employment
                                         by the Company as may, in the opinion of the Company, be necessary or desirable to vest
                                         the Employment IPRs in the Company, to register them in the name of the Company and to
                                         protect and maintain the Employment IPRs and the Employment Inventions. Such documents
                                         may, at the Company’s request, include waivers of all and any statutory moral rights
                                         relating to any copyright works which form part of the Employment IPRs. The Company agrees
                                         to reimburse your reasonable expenses of complying with this Schedule.



 


		1.9	You agree to give all necessary
                                         assistance to the Company to enable it to enforce its Intellectual Property Rights against
                                         third parties, to defend claims for infringement of third party Intellectual Property
                                         Rights and to apply for registration of Intellectual Property Rights, where appropriate
                                         throughout the world, and for the full term of those rights.



 


		1.10	You hereby irrevocably appoint
                                         the Company to be your attorney in your name and on your behalf to execute documents,
                                         use your name and do all things which are necessary or desirable for the Company to obtain
                                         for itself or its nominee the full benefit of this clause. You acknowledge that a certificate
                                         in writing, signed by any director or the secretary of the Company, that any instrument
                                         or act falls within the authority conferred by this agreement shall be conclusive evidence
                                         that such is the case so far as any third party is concerned.



 




    	 	27