Exhibit 10.3


 


Restricted Stock Award Agreement


 


This Restricted Stock Award Agreement (this "Agreement")
is made and entered into as of [DATE] (the "Grant Date") by and between Gaming Technologies, Inc., a Delaware corporation
(the "Company") and [EMPLOYEE NAME] (the "Grantee").


 


WHEREAS, the Company has adopted the 2021
Equity Incentive Plan (the "Plan") pursuant to which awards of Restricted Stock may be granted; and


 


WHEREAS, the Committee has determined that
it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.


 


NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:


 


1.            
Grant of Restricted Stock. Pursuant to Section 8 of the Plan, the Company hereby
issues to the Grantee on the Grant Date a Restricted Stock Award consisting of, in the aggregate, [NUMBER] shares of Common Stock of the
Company (the "Restricted Stock"), on the terms and conditions and subject to the restrictions set forth in this Agreement
and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.


 


2.            
Consideration. The grant of the Restricted Stock is made in consideration of
the services to be rendered by the Grantee to the Company.


 


3.            
Restricted Period; Vesting.


 


3.1               
Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date,
the Restricted Stock will vest in accordance with the following schedule:


 


	Vesting Date	Shares of Common Stock
	[VESTING DATE]	[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE]
	[VESTING DATE]	[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE]


 


The period over
which the Restricted Stock vests is referred to as the "Restricted Period".


 


3.2               
The foregoing vesting schedule notwithstanding, if the Grantee's Continuous Service terminates for any reason at any time before
all of his or her Restricted Stock has vested, the Grantee's unvested Restricted Stock shall be automatically forfeited upon such termination
of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.


 


3.3               
 The foregoing vesting schedule notwithstanding, upon the occurrence of a Change in Control, 100% of the unvested Restricted Stock
shall vest as of the date of the Change in Control.


 


 


 






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4.            
Restrictions. Subject to any exceptions set forth in this Agreement or the
Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer
or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such
attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee's rights to such shares shall immediately
terminate without any payment or consideration by the Company.


 


5.            
Rights as Shareholder; Dividends.


 


5.1               
The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of,
and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares
and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other
distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they
were paid.


 


5.2               
The Company may issue stock certificates or evidence the Grantee's interest by using a restricted book entry account with the Company's
transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time
as the Restricted Stock vests.


 


5.3               
If the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date
of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to
vote or receive dividends on such shares.


 


6.            
No Right to Continued Service. Neither the Plan nor this Agreement shall confer
upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in
the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at
any time, with or without Cause.


 


7.            
Adjustments. If any change is made to the outstanding Common Stock or the capital
structure of the Company, if required, the shares of Common Stock shall be adjusted or terminated in any manner as contemplated by Section
14 of the Plan.


 


8.            
Tax Liability and Withholding.


 


8.1               
The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid
to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such
other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may
permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination
of such means:


 


(a)                
tendering a cash payment.


 


(b)               
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to
the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with
a value exceeding the maximum amount of tax required to be withheld by law.


 


(c)                
delivering to the Company previously owned and unencumbered shares of Common Stock.


 


 


 






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8.2               
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related
withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility
and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant
or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to
reduce or eliminate the Grantee's liability for Tax-Related Items.


 


9.            
Non-competition and Non-solicitation.


 


9.1               
In consideration of the Restricted Stock, the Grantee agrees and covenants not to:


 


(a)                
contribute his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor,
consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same
or similar business as the Company and its Affiliates, including those engaged in the business of mobile games developer, publisher and
operator for a period of twelve (12) months following the Grantee's termination of Continuous Service;


 


(b)               
directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee
of the Company or its Affiliates for twelve (12) months following the Grantee's termination of Continuous Service; or


 


(c)                
directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, and instant
message), attempt to contact or meet with the current[, former or prospective] customers of the Company or any of its Affiliates for purposes
of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates for a
period of twelve (12) months following the Grantee's termination of Continuous Service.


 


9.2               
If the Grantee breaches any of the covenants set forth in Section 9.1:


 


(a)                
all unvested Restricted Stock shall be immediately forfeited; and


 


(b)               
the Grantee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without
the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting
any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.


 


10.        
Compliance with Law. The issuance and transfer of shares of Common Stock shall
be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with
all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock
shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have
been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation
to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange
to effect such compliance.


 


 


 






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11.        
Legends. A legend may be placed on any certificate(s) or other document(s)
delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any
other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed
or quoted.


 


12.        
Notices. Any notice required to be delivered to the Company under this Agreement
shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to
be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee's address as shown in
the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from
time to time.


 


13.        
Governing Law. This Agreement will be construed and interpreted in accordance
with the laws of the State of New York without regard to conflict of law principles.


 


14.        
Interpretation. Any dispute regarding the interpretation of this Agreement
shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be
final and binding on the Grantee and the Company.


 


15.        
Restricted Stock Subject to Plan. This Agreement is subject to the Plan as
approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated
herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.


 


16.        
Successors and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors, administrators
and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.


 


17.        
Severability. The invalidity or unenforceability of any provision of the Plan
or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision
of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.


 


18.        
Discretionary Nature of Plan. The Plan is discretionary and may be amended,
cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create
any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at
the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment
of the terms and conditions of the Grantee's employment with the Company.


 


19.        
Amendment. The Committee has the right to amend, alter, suspend, discontinue
or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's
material rights under this Agreement without the Grantee's consent.


 


 


 






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20.        
No Impact on Other Benefits. The value of the Grantee's Restricted Stock is
not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar
employee benefit.


 


21.        
Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this
Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the
paper document bearing an original signature.


 


22.        
Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and
this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all
of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the
grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax
advisor prior to such grant, vesting or disposition.


 


[signature page follows]


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	 	Gaming Technologies, Inc.
	 	 
	 	
    By: _____________________

    Name:

    Title:

	 	
     

     

    [EMPLOYEE NAME]

	 	 
	 	
    By: _____________________

    Name:



 


 


 






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SCHEDULE I