“HEADS OF AGREEMENT”


 


THIS MEMORANDUM OF
UNDERSTANDING is dated 13th July, 2012 (“Commencement Date”) and is made between:


 


Seanie Mac
Ltd - Office 6F - Unit 6 - KCR Business Estate - Kimmage - Dublin 12.(The Licensee)


 


Boyle Media Limited (‘Boylesports’)
of Boylesports Head Office, Finnabair Business Park, Dundalk, Co. Louth. (The Licensor)


 


RECITALS


 


Boyle Media Limited is a sales and marketing
company that carries on the business of licensing, integrating and operating Boylesports betting products for other remote gambling
companies.Boylesports Isle of Man is licensed in the Isle of Man for Sports betting and Boylesports Alderney Ltd is licensed in
Alderney for gaming products. Boyle Media Ltd is also a provider of the Boylesports real time sports events, odds and pricing data
feed which is integrated to the Licensee website. Boyle MediaLtd. will provide event and customer account settlement and management
on behalf of the Licensee.


 


Seanie Mac Limited is a marketing company
which wishes to market Boylesports products and services to its customers.


 


PRODUCTS


 


It is agreed between the parties that
the following Seanie Mac branded versions of Boylesports betting products will be delivered for the Licensee:


 


		1)	Sportsbook



		2)	Casino



		3)	Bingo 



		4)	Games



 


COST


 


It is agreed between the parties that
the cost of delivery of the above products will be €55k. It is further agreed that the delivery of a branded website will
cost €5k and that the delivery of a branded mobile website will be €5k. The total cost of delivery is €65k.


 


PAYMENT


 


It has been agreed that 50% of cost
will be paid to Boyle Media Ltd on the signing of these Heads of Agreement, with the remaining 50% being paid four weeks later.


 


DELIVERY TIMELINE


 


It has been agreed that Seanie Mac will
deliver a design document for the website design, dependant on the complexity of the design request, Boyle Media Ltd expect to
be able to deliver the websites between 10-14 weeks from the contract signature.


 



    	 



    	 



    

 


LICENSING 


 


Seaniemac.com will be a trading name
of Boylesports Isle of Man Ltd , licensed in the Isle of Man for sports betting and a link from that site will take customers to
product specific urls e.g. seaniemacbingo.com for the gaming products licensed in Alderney. The customer will contract with Boylesports
Ltd as the licensed entity, but the customer will at all points believe they are dealing with Seanie Mac. Seanie Mac will always
“own” the customer.


 


COMMERICIAL TERMS 


 


The agreed commercial terms are based
on a split of gross turnover, minus gross win, leaving Gross Gaming Yield. Gross Gaming Yield minus tax and any payments to software
providers (casino games etc.), generates the Gross Gaming Revenue (GGR).


 


	Gross Gaming Yield (GGR) per

month	 	Partner	 	 	Boylesports	 	 	Minimum Guarantee to Boylesports per month
	Up to €50K	 	 	70	%	 	 	30	%	 	€15,000 in
    Years 2&3 of the contract.
	€50k to €250k	 	 	75	%	 	 	25	%	 	
	€250k to €1m	 	 	80	%	 	 	20	%	 	In Year 1, Months  0-3- no charge
	€1m+	 	 	85	%	 	 	15	%	 	                  Months  4-6 - €7,500
	 	 	 	 	 	 	 	 	 	 	                  Months  7-12-€10,000








 


COSTS


 


The partner’s share of the Gross
Gaming Yield (GGR) is then subject to operational costs including, but not limited to:


 


		1.	Customer Service – €2.80 per customer ticket



		2.	Promotions and Bonus @ €20 per new customer



		3.	Charge
                                                                                                                                                                                                                                                 backs at roughly 2% on customer deposits (subject to customer behaviour)



		4.	Telephone Betting at €2.80 per transaction 



		5.	Payment Processing at 2% on deposits* (subject to change)



		6.	Video
                                                                                                                                                                                                                                                 Streaming Horse racing at £0.10 per customer per race



		7.	Freefone telephone charges.



 


Payments will be made to the Licensee
monthly on the understanding that client losses are greater than Boylesports minimum guaranteed payment and operational costs.
In the event that client losses are less than what is owed, the Licensee will be expected to pay the difference as soon as is practicably
possible to ensure continued service to their customers.


 


CUSTOMER SERVICE


 


Boyle Media Limited will deliver a fully
Seanie Mac branded solution by:


 


		1.	Phone through a dedicated Freefone number answered Seanie Mac.com



		2.	Through
                                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                                 dedicated
                                                                                                                                                                                                                                                 email
                                                                                                                                                                                                                                                 address
                                                                                                                                                                                                                                                 at
                                                                                                                                                                                                                                                 info@seaniemac.com



		3.	Through a branded live chat panel.



 



    	 



    	 



    

 


BONUSING/PROMOTIONS


 


Boylesports have a standard €20
bonus that we will offer to Seanie Mac’s customers. As the marketing partner Seanie Mac are responsible for all promotions.


 


PAYMENT PROCESSING 


 


Boyle MediaLimited will allow SeanieMac
to use their infrastructure for processing payments by credit and debit card and will allow a narrative for “SeanieMac”
for credit card and debit card payments.


 


FREEFONE


 


Boyle MediaLimited will provide Freefone
numbers for both Customer Service and Telephone Betting. The costs associated with these numbers will be passed on to the Licensee.


 


LIVE STREAMING 


 


Boylesports MediaLimited will provide
the ability for Seanie Mac customers to view live horseracing pictures through the Seanie Mac website at a cost of £0.10
per customer per stream.


 


TAX


 


The gaming tax in the Isle of Man jurisdiction
is at 1.5% on GGY.Turnover generated by Customers normally resident in the Republic of Ireland, will be solely subject to a tax
rate at 1%.


 


CHARGEBACKS 


 


These are incidents were the customer
contacts their bank on receipt of their credit card statement and reports that they did not place the bets on their accounts. Boylesports
can report that their incidents of chargebacks are lower than the industry average at 2% of deposits.


 


CONTRACT 


 


It is the intention of the parties to
sign a log form contract in due course.


 


	For and on behalf of Boyle Media Ltd	 
	 	 
	/s/
    Keith O’ Loughlin	 
	Keith O’ Loughlin	 
	CEO, Boylesports Online	 
	 	 
	For and on behalf of Seanie Mac	 
		 
	/s/
    Shane O’ Driscoll	 
	Shane O’ Driscoll	 
	CEO, Seanie Mac Limited