Exhibit 10.4


 


STATEMENT
OF MAIN TERMS


This
Statement, together with the Restrictive Covenants, forms part of your Terms and Conditions of Employment and sets out particulars
of the main terms on which of Esports Technologies, Inc.


 


 


Employs: Bart
Barden


 


Your employment begins
on October 1, 2020 no previous employment counts as part of your period of continuous employment.


 


JOB TITLE


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


 


You will serve on the board
of directors within 12 months beginning of employment with responsibilities and renumeration to be determined upon position acceptance.


 


APPLICABLE LAW


The terms and conditions
of your employment shall be governed under the laws applicable to the Republic of Ireland.


 


PLACE OF WORK


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


 


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


 


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


 


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


 


HOURS OF WORK


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


 


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


 


 


 






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MINIMUM REST PERIODS


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


 


REMUNERATION


Your salary is currently
€160,000 per annum payable monthly by credit transfer as detailed on your pay statement. Your salary is subject to deduction
of tax, USC, PRSI and any other deductions required by law or provided for under this agreement. In accordance with section 23
of the National Minimum Wage Act, 2000, you may request a written statement of your average hourly rate of pay for any pay reference
period falling within the previous 12 months. For the purposes of the National Minimum Wage Act, the pay reference period is a
calendar month.


 


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


 


BENEFITS


Your salary amount includes
a €1,300 per month health care and benefit stipend, which will be paid as an addition to your monthly salary payments. The
company has complete discretion to manage and adjust these amounts based on internal or external factors. This stipend will no
longer be made, if the company provides adequate health care and benefits package to their employees.


 


		1.	Option Grant. On the Effective Date, Employee will be entitled to
                                                               receive an option grant (the “Option Grant”), to purchase 1,400,000 shares of Company common stock at an exercise
                                                               price of $.25
per share. The Option Grant shall have a term of ten years and shall vest (provided Employee remains continuously employed by
Company on and does not resign prior to each such vesting) as follows: (i) 1,200,000 shares underlying the Option Grant shall
vest in four (4) equal instalments of 300,000 shares on each of the succeeding four anniversary dates of the date of grant,; and
(ii) up to 200,000 shares underlying the Option Grant shall vest upon the closing of the Company’s U.S. initial public offering
(“IPO”) as follows: (A) if the gross proceeds (number of shares multiplied by the share price) from the IPO do not
exceed $18.0 million, zero shares shall vest; and (B)  
if the gross proceeds from the IPO exceed $18.0 million, for every $100 dollars of gross proceeds in excess of $18.0 million
1.45 shares shall vest (up to a maximum of 200,000 shares);.








		a.	Notwithstanding the foregoing, the vesting of the 1st instalment
of 300,000 shares under



		(i)	above shall be accelerated and granted if the employee is terminated without cause.



		b.	Notwithstanding the foregoing, the vesting of the second instalment of 300,000
shares under (i) above shall be accelerated prior to the scheduled vesting date, if the 451st
day the Company is listed on a national securities exchange is sooner.



		c.	Notwithstanding the foregoing, the vesting of the full option grant will
occur upon any acquisition or merger transaction where a majority control of the company is transferred.



		d.	The Option Grant shall be made pursuant to the eSports Technologies, Inc.
2020 Stock Plan, and shall in all respects be subject to the terms and conditions of such plan. The share restrictions are outlined
in Exhibit A attached hereto.



 


 


 






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		2.	Bonus Structures:



		a.	$100,000 cash signing bonus (“Signing Bonus”) upon the listing
of the Company’s common stock on a public stock exchange, to be paid on the first day of trading. – Signing Bonus to
be paid back if not employed on 12-month anniversary.



		b.	$25,000 cash bonus on day 181 of the company listing on a national securities
exchange. Additional $25,000 bonus if on this day, the company stock has traded on or above $7.00 per share for 10 consecutive
days and gross revenue has totalled $3M from January 1st 2021.



		c.	Bonus up to 40% of base salary: Commencing the first full fiscal quarter
after the IPO and terminating at the end of 2022, you will be entitled to a performance bonus of 10% of your base salary each fiscal
quarter, payable as 50% common stock with a 3 year vesting schedule and 50% cash upon the Company achieving EBITDA equal to 10%
of its revenue for such fiscal quarter. The payment of the bonus will be made upon the filing of the Company’s Form 10-Q
for such fiscal quarter (or Form 10-K for the fourth fiscal quarter) and the common stock portion of the bonus shall be priced
based on the closing price of the Company’s common stock on the filing date of the Form 10-Q (or Form 10- K for the fourth
fiscal quarter).






		d.	You may also be eligible to earn a bonus subject to such conditions (including
but not limited to, conditions for and timing of payment) as the Company and/or Company may in its absolute discretion determine
from time to time. The terms of the bonus plan will be provided by and discussed with your manager. The Company and/or Company
reserve the right to amend the terms of the bonus plan at its absolute discretion.



		e.	You are eligible to participate in any company recruiting bonus or referral
bonus programs, as deemed relevant by Company management.



 


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


 


ANNUAL HOLIDAYS


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


 


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


 


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


 


PUBLIC HOLIDAYS


In addition to the annual
holiday entitlement you are allowed the following public/bank holidays each year with pay or alternative days as decided by us:-


 





	New Year's Day	The first Monday in August
	St Patrick's Day	The last Monday in October
	Easter Monday	Christmas Day
	The first
Monday in May	St Stephen's Day
	The first Monday in June	 



 


 


 






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


 


JOB FLEXIBILITY


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


 


SICKNESS PAY AND CONDITIONS


There is no contractual sickness/injury payments
scheme in addition to state benefit.


 


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


 


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


 


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


 


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


 


NOTICE OF TERMINATION TO BE GIVEN BY EMPLOYER


Under 13 weeks service – 90 Days


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


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


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


 


NOTICE OF TERMINATION TO BE GIVEN BY EMPLOYEE


Under 13 weeks service - Nil.


13 weeks service or more - 4 weeks.


 


We reserve the contractual right to give pay in lieu
of all or any part of the above notice by either party.


 


 


 






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In the event of notice
by either party, the Company may request you to take "garden leave" and not to attend for work or perform duties during
all or part of the notice period. During that time you will continue to be employed by the Company and continue to owe duties of
fidelity and good faith to the Company, but you will no longer continue to vest into any shares pursuant to any agreements with
the Company. You will remain bound by the terms of this Agreement and shall not be entitled to enter into any other employment.



 


TRAINING AGREEMENT


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


 


NON – DISPARAGEMENT


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


 


PERSONAL RETIREMENT SAVINGS ACCOUNT (PRSA)


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


 


RESTRICTIVE COVENANTS


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


 


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


 


INTELLECTUAL PROPERTY


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


 


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


 


 


 






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DATA PROTECTION


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


 


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


 


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


 


RETIREMENT AGE


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


 


SAFETY


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


 


DEDUCTIONS FROM PAY


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


 


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


 


MISCELLANEOUS


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


 


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


 


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


 


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


 


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


 


AMENDMENTS TO TERMS AND CONDITIONS OF EMPLOYMENT


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


 


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


 


 


 


 



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Signature:
/s/ Keith Williams,                               For and on behalf of the Employer


 


Date: 10/19/2020


 


I
acknowledge receipt of this statement.





 


Signature: /s/ Bart Barden                                         


 


Date: 10/19/2020 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


 


 


 


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


 


The “Lock-Up Period” shall mean:


 


 


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


 


 


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


 


 


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



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



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



 


 


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


 


 


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


 


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


 


 


 






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	 	Bart Barden
	 	 
	 	 
	 	(Name
- Please Print)
	 	/s/ Bart Barden                                 
	 	 

        (Signature)

	 	 
	 	 
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please
Print
	 	 
	 	 
	 	 
	 	 
	 	(Title of Signatory, in the case of entities -
Please Print)
	 	 
	 	 
	 	 
	 	Address:      21 Bushfield Terrace
	 	Donnybrook, Dublin 4
	 	Ireland
	 	 
	 	 
	 	Date: 10/19/20
	 	 



 


 


 


 






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