Exhibit
99.1


 


EXECUTION
COPY





 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement, dated as of October 9, 2020 (this “Agreement”), is entered into by and between INSPIRED ENTERTAINMENT,
INC., a Delaware corporation (the “Company”), and A. LORNE WEIL (the “Executive”).


 


WHEREAS,
the Company and the Executive are parties to a certain Employment Agreement dated January 16, 2017, as amended by a letter agreement
between the Company and the Executive dated August 24, 2018 (the January 16, 2017 employment agreement, as amended, the “Prior
Agreement”); and


 


WHEREAS,
the Executive served as Chairman of the Board and Chief Executive Officer of the Company from 2014 until December 2016 without
receiving any cash or non-cash compensation for services rendered to the Company, and funded a significant portion of the operations
of the Company from his personal resources; and


 


WHEREAS,
the Executive has, since December 2016, served as Executive Chairman of the Company; and


 


WHEREAS,
following the departure of the Company’s former Chief Executive Officer in May 2018, the Executive has been responsible
for operational control of the Company and has served as its senior executive officer; and


 


WHEREAS,
the Executive and Company previously agreed to a contract as of January 1, 2020, subject to approval of the shareholders at the
AGM and the Executive then offered to withdraw said contract, which offer the Company accepted, in advance of the AGM, as part
of a series of pandemic-related, financial conservation measures; and


 


WHEREAS,
through the efforts of the Executive, the Company has significantly expanded its business, completed a transformational acquisition,
and negotiated a restructuring of its credit facilities while managing business through an unprecedented pandemic and government
mandated shutdown of significant portions of the venues where our products are offered; and


 


WHEREAS,
the Company and the Executive have determined, subject to the terms and conditions set forth herein, to terminate the Prior Agreement
and to enter into this Agreement, and desire to set forth the terms and conditions pursuant to which the Executive will be employed
by the Company;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the Company and the Executive, intending to be legally bound,
hereby agree as follows, effective January 1, 2020 (such date, the “Commencement Date”):


 


1.
EMPLOYMENT AND DIRECTORSHIP. The Company agrees to employ the Executive, and the Executive agrees to be employed by the
Company, on and subject to the terms and conditions set forth in this Agreement. In addition, the Executive shall continue to
serve as a member of the Board, and shall be nominated for re-election to the Board during the term of this Agreement, subject
to the Board’s fiduciary duties, in which capacities he will serve as Executive Chairman of the Company.


 









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2.
COMMENCEMENT AND TERM. The Executive’s employment with the Company under this Agreement shall begin on the Commencement
Date and shall (subject to Section 13 hereof) be for a period of five years, terminating on December 31, 2024 (the “Contract
Termination Date”).


 


		a.	OPTIONAL
                                         SIXTH YEAR. Subject to written, mutual agreement on or before June 30, 2024, this
                                         contract will automatically extend through December 31, 2025, during which additional
                                         year, the Executive will receive a Base Salary and participate in the other benefits
                                         set forth below, other than Section 6, provided, however, that any stock price based
                                         RSUs not vested prior to December 31, 2024 will be eligible to vest during 2025, provided
                                         the price targets are met during that optional year.



 


3.
OBLIGATIONS DURING EMPLOYMENT.


 


		a.	During
                                         his employment, the Executive shall:



 


		i.	serve
                                         the Company to the best of his ability in the capacity of its Executive Chairman, the
                                         highest-ranking executive of the Company, and, so long as the Company shall maintain
                                         an Office of the Executive Chairman (“OEC”), shall serve as the senior member
                                         of the OEC;



 


		ii.	faithfully
                                         and diligently perform such duties and exercise such powers as the Board may from time
                                         to time properly assign to or confer upon him insofar as such duties and powers are consistent
                                         with his position;



 


		iii.	if
                                         and so long as the Board so directs (and the Executive agrees), perform and exercise
                                         such duties and powers on behalf of any Subsidiary and act as a director or other officer
                                         of any Subsidiary; provided, that (A) such duties are ancillary to his position with
                                         the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at
                                         any time;



 


		iv.	do
                                         all as is reasonably in his power to protect, promote, develop and extend the business
                                         interests and reputation of the Company, all at the expense of the Company (subject to
                                         compliance with Section 11);



 






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		v.	at
                                         all times and in all material respects (A) conform to and comply with (1) any lawful
                                         direction of the Board serving a reasonable business purpose and not inconsistent with
                                         this Agreement, (2) the provisions of the Company’s Certificate of Incorporation
                                         (as amended from time to time), and (3) the requirements of any relevant regulatory body
                                         or securities exchange governing the activities of the Company or any Subsidiary, and
                                         (B) conform to and so far as he is able to comply with the conditions to and terms of
                                         any license (the terms of which he is first made aware of by the Company) granted to
                                         the Company or any Subsidiary; and



 


		vi.	prior
                                         to assuming any position as director, manager, general partner, officer or similar position
                                         with of any other business entity, (“Other Entity”), provide the Board with
                                         written notice specifying the nature of the expected engagement, the business activities
                                         in which the Other Entity is engaged; and the amount of time per month the Executive
                                         anticipates will be devoted to the activities of the Other Entity. The Executive shall
                                         not take on any such engagement with the Other Entity unless (i) he shall have confirmed
                                         to the Board in writing that the Other Entity has waived any obligation of Executive
                                         to disclose to it any Corporate Opportunities that may conflict with the Executive’s
                                         obligations pursuant to Section 4(a)(iii) hereof, and (ii) the Board shall have approved
                                         such engagement. In addition, in connection with any engagement of Executive by any Other
                                         Entity, either currently in existence or which may be authorized by the Board in the
                                         future, Executive shall provide to the Board (in writing if so requested) all information,
                                         explanations and assistance regarding the outside activities of Executive as the Board
                                         may lawfully require for any reasonable business purpose in connection with the business
                                         and affairs of the Company.



 


		b.	Should
                                         the Company give notice to the Executive to terminate this Agreement pursuant to Section
                                         l4 (b), the Company may, at any time during the continuance of the Executive’s
                                         employment after such notice is given, require the Executive not to attend work and/or
                                         not to undertake any or all of his duties and may assign other duties to him. During
                                         any such period where the Executive is required not to attend work and/or not to undertake
                                         any or all of his duties pursuant to Section 3(a), the Company:






 


		i.	shall
                                         not be obligated to provide the Executive with any work;



 


		ii.	may
                                         require the Executive to resign as a director of the Company and of any Subsidiary; and



 






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		iii.	shall
                                         continue to pay to the Executive’s Salary and provide any other benefits to which
                                         he is contractually entitled, and the Executive shall remain bound by the terms and conditions
                                         of this Agreement (the Executive’s attention is particularly drawn to Section 13
                                         below), provided, that the Executive shall not be subject to the limitations of Section
                                         4(a)(i) or Section 4(b)(iv) hereof during the notice period.



 


		4.	FURTHER
                                         OBLIGATIONS OF THE EXECUTIVE.



 


		a.	(i)
                                         The Executive’s employment hereunder shall be non-exclusive; provided, however,
                                         that during his employment (A) the obligations of the Executive to the Company shall
                                         at all times constitute the primary business and professional obligation of the Executive;
                                         and (B) the Executive shall not without prior written consent of the Board (and subject
                                         to Section 3(a)(vi) hereof) serve on the board of directors of more than three companies,
                                         said consent not to be unreasonably withheld, the common equity securities of which are
                                         traded publicly on any national securities exchange. The foregoing limitation shall not
                                         apply to those directorships held by the Executive in the Company or any Subsidiary.
                                         Subject to the restrictions set forth in Section 4(a)(ii) below, the Executive may be
                                         involved in or act as an officer, director, employee or other representative of any private
                                         company as he may in his sole discretion determine. For the avoidance of doubt, the Company
                                         further acknowledges that the Executive has not committed any specific time to the Company,
                                         and his outside activities will not be limited except by this Section 4(a)(i) and (a)(ii)
                                         below.



 


		(ii)	Notwithstanding
                                         the non-exclusive nature of the Executive’s employment hereunder, during his employment,
                                         and, during a period of eighteen (18) months (twelve (12) months in the circumstance
                                         of a Change in Control Termination Event) thereafter, the Executive shall not, directly
                                         or indirectly, (x) engage in any business which is directly competitive with any business
                                         conducted by the Company or any Subsidiary during his employment, in any geographic area
                                         in which such business was so conducted by the Company or any Subsidiary or (y) solicit
                                         or entice away or endeavor to solicit or entice away from the Company or any Subsidiary
                                         for the purposes of employment or engagement any person who on the date of the termination
                                         of the Executive’s employment is employed or engaged by the Company or any Subsidiary
                                         in a senior management capacity and with whom the Executive worked closely during the
                                         period of eighteen (18) months prior to the date of the termination of the Executive’s
                                         employment (whether or not such person would commit a breach of his contract of employment
                                         by so doing).



 






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		(iii)	During
                                         his employment pursuant hereto, Executive shall submit to the Board all business, commercial
                                         and investment opportunities or offers presented to Executive, or of which Executive
                                         becomes aware, which relate to the areas of business engaged in by the Company or its
                                         Subsidiaries at any time during the Executive’s employment by the Company (“Corporate
                                         Opportunities”). During the Executive’s employment, unless approved by the
                                         Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities
                                         on Executive’s own behalf or on behalf of another person or entity in or with respect
                                         to which Executive has any economic interest, or present such Corporate Opportunities
                                         to any business entity other than the Company, including, without limitation, any business
                                         entity which Executive serves as an officer or director.



 


		b.	During
                                         his employment, the Executive:



 


		i.	shall
                                         not directly or indirectly procure, accept or obtain for his own benefit (or for the
                                         benefit of any other person) any payment, rebate, discount, commission, voucher, gift,
                                         entertainment or other benefit (“Gratuities”) from any third party in respect
                                         of any business transacted or proposed to be transacted (whether or not by him) by or
                                         on behalf of the Company or any Subsidiary in violation of Company policies applicable
                                         to Gratuities;



 


		ii.	shall
                                         observe the terms of any policy issued by the Company in relation to such Gratuities
                                         and any other bribery or corruption related laws which are relevant to the jurisdictions
                                         in which the Company or any Subsidiary does business;



 


		iii.	shall
                                         immediately disclose and account to the Company for any such Gratuities received by him
                                         (or by any other person on his behalf or at his instruction); and



 


		iv.	shall
                                         promptly disclose to the Board full details of any investment (of whatever sort) he makes
                                         in any business or company within the Company’s or any of its Subsidiaries’
                                         areas of industry or sectors.



 


		5.	REMUNERATION.



 


During
his employment, the Executive will receive a Base Salary (“Salary”) and be eligible to receive incentive and equity
(or equity-based) compensation and any other benefits to be determined annually by the Compensation Committee:


 


		a.	Base
                                         Salary: The Company shall pay to the Executive Salary at the rate of seven hundred
                                         and fifty thousand U.S. dollars (US$750,000.00) per year. The Salary shall be payable
                                         in twenty-six (26) equal monthly installments per annum in arrears and shall be subject
                                         to review by the Compensation Committee annually but without any commitment to increase
                                         the Salary. For the avoidance of doubt, the Executive’s Salary (as may be increased
                                         from time to time) shall not be decreased during his employment pursuant to this Agreement,
                                         absent his written consent.



 


		b.	Short-term
                                         incentive (Bonus): The Executive’s target bonus will be not less than 120%
                                         of Executive’s annual Salary (such amount, the “Target Bonus”) and
                                         the Executive’s maximum annual bonus shall be up to two (2) times the Target Bonus
                                         (the “Maximum Annual Bonus”), the amount of and qualification thresholds
                                         for such Target Bonus to be established annually by the Compensation Committee. The annual
                                         bonus shall be consistent with the Company’s short term incentive plan (such plan
                                         or any other short term cash bonus plan the Company may adopt with respect to its senior
                                         executives, the “STIP”) and the award criteria applicable to other senior
                                         executives of the Company. Annual performance goals will be established by the Compensation
                                         Committee (following consultation with the Executive), and such goals, once final, will
                                         be communicated to the Executive as promptly as practicable after the start of the applicable
                                         year. Any annual bonus that becomes payable hereunder shall be paid to Executive within
                                         two and one-half months after the later of (i) the end of the applicable fiscal year,
                                         or (ii) the date such bonus amount is determined by the Compensation Committee. For the
                                         avoidance of doubt, Executive’s STIP bonus will remain subject to pro-ration with
                                         the STIP bonuses of like-situated executives under an existing debt covenant cap on such
                                         bonuses, unless excused by the debt-issuer.



 


		c.	Long-term
                                         incentive plan: The Executive shall also be eligible to participate in any long-term
                                         incentive plan (“LTIP”) available to senior executives of the Company, provided
                                         that, except as provided in subsection (ii) below:



 


		i.	the
                                         terms and conditions of awards to the Executive pursuant to an LTIP shall be consistent
                                         with the provisions of such LTIP as established by the Board of Directors, and with the
                                         vesting criteria applicable to other senior executives of the Company.



 






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		ii.	The
                                         number of shares or restricted stock units (“RSUs”) underlying the awards
                                         granted to the Executive pursuant to an LTIP with respect to any fiscal year shall be
                                         equal to the Executive’s Salary divided by the closing price of the Company’s
                                         common stock on its principal trading market (“Closing Price”) on the business
                                         day immediately preceding the date of grant; provided further, however, that the number
                                         of shares or RSUs to be granted to the Executive pursuant to an LTIP shall not exceed
                                         75,000 in any fiscal year.



 


		iii.	Attorneys’
                                         Fees. Within thirty (30) days of execution of this Agreement, the Company will reimburse
                                         Executive for up to $5000 in documented attorneys’ fees arising from a review of
                                         and consultation with Executive about this Agreement, including tax consequences to the
                                         Executive.



 


		6.	SPECIAL
                                         EQUITY GRANTS



 


a1.
Sign-on Grant: Without regard to the provisions of Section 22 of this Agreement, and in addition to the remuneration to
the Executive set forth in Section 5 of this Agreement, effective as of the Commencement Date, the Company shall award the Executive
one hundred thousand (l00,000) RSUs (the “Special Sign-on Equity Grant”), which will vest on the earlier of his death,
termination by the Company without cause, Change In Control Termination Event (as defined below), or June 30, 2021 both as a sign-on
incentive and to ensure he remains with the Company at least through the last vesting trigger date in this Section.


 


 


a2.
Grant Subject to AGM approval of share availability: Subject to the approval of a number of shares by the AGM to fund this
grant as provided in Section 22 hereof, and in addition to the compensation of the Executive referred to elsewhere in this Agreement,
the Company shall award the Executive seven hundred and fifty thousand (750,000) RSUs (the “Special Long-term Equity Grant”),
as of January 1, 2021, on the following terms:


 


		i.	Time
                                         Based RSUs



 


		1.	An
                                         aggregate of 250,000 RSUs shall vest as follows:



 


		a.	85,000
                                         RSUs will vest subject to the Service Requirement (defined below) on December 31, 2022;






 


		b.	80,000
                                         RSUs will vest subject to the Service Requirement on December 31, 2023; and



 






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		c.	85,000
                                         RSUs will vest subject to the Service Requirement on December 31, 2024.



 


		2.	As
                                         used herein, the “Service Requirement” shall mean that the Executive remains
                                         employed by the Company pursuant to this Agreement on the vesting date.



 


		3.	Vesting
                                         in the case of death or a Change in Control shall be treated in accordance with subsection
                                         (b) of this Section 6



 


		ii.	Adjusted
                                         EBITDA Based RSUs



 


		1.	An
                                         aggregate of 250,000 RSUs shall be Adjusted EBITDA Based RSUs which may be earned based
                                         on the Company’s achievement of EBITDA Targets (as defined) and shall vest as described
                                         below. The Executive shall have the ability to earn 62,500 RSUs with respect to each
                                         of the calendar years 2021 through 2024 based on the Company achieving its annual Adjusted
                                         EBITDA targets (consistent with the Company’s STIP) (each target, the “EBITDA
                                         Target"), provided, however, that pro-ration of this award will begin upon achievement
                                         of 70% of the annual “Target” STIP budget, as adjusted.



 


		a.	For
                                         each year in which the Committee determines that management has exceeded the STIP Target,
                                         such excess EBITDA will be applied to the subsequent year in determining whether Executive
                                         has met the subsequent year’s EBITDA target for EBIDTA-based RSUs.



 


		i.	For
                                         the avoidance of doubt, in the event the Executive earns less than 100% of the EBITDA
                                         Based RSUs in a year and the Company exceeds the EBITDA Target in the next year, the
                                         excess EBITDA may be applied retrospectively once during the term of the contract to
                                         make up the prior year’s earnout, upon written notice by the Executive to the Company,
                                         within ninety (90) days of the Board’s determination of Target achievement for
                                         the subsequent year.



 





		2.	Determination
                                         as to the Adjusted EBITDA for each fiscal year from 2020 through 2024 shall be made by
                                         the Board or the Compensation Committee not later than 30 days following the date the
                                         Company files its Annual Report on Form 10-K with the Securities and Exchange Commission
                                         with respect to such fiscal year.



 






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		3.	To
                                         the extent that the Executive earns Adjusted EBITDA Based RSUs for the fiscal years 2021
                                         and 2022, such RSUs shall vest on December 31, 2022. To the extent that the Executive
                                         has earned Adjusted EBITDA Based RSUs for each of the fiscal years 2023 and 2024, such
                                         RSUs shall vest on December 31 of such years.



 


		4.	Vesting
                                         in the case of death or a Change in Control shall be treated in accordance with subsection
                                         (b) of this Section 6.



 


		iii.	Stock
                                         Price Based RSUs



 


		1.	An
                                         aggregate of 250, 000 RSUs shall be Stock Price Based RSUs, which shall be earned by
                                         meeting the stock price targets and the thresholds set forth below.



 


		2.	The
                                         Stock Price Based RSUs shall vest based on the stock price of the Company's common stock,
                                         subject to the satisfaction of the Stock Price Condition as described below.



 


		a.	The
                                         Stock Price Condition is as follows:



 


		1.	80,000
                                         RSUs will vest if the average Closing Price of the Company's common stock for any consecutive
                                         45 calendar day period following the date hereof shall be not less than $6.25;



 


		ii.	an
                                         additional 85,000 RSUs will vest if the average Closing Price of the Company's common
                                         stock for any consecutive 45 calendar day period following the date hereof shall be not
                                         less than $8.25; and



 


		iii.	an
                                         additional 85,000 RSUs will vest if the average Closing Price of the Company's common
                                         stock for any consecutive 45 calendar day period following the date hereof shall be not
                                         less than $15.00.



 






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The
foregoing stock prices are referred to as the "Stock Price Targets."


 


		3.	Vesting
                                         in the case of death or a Change in Control shall be treated in accordance with subsection
                                         (b) of this Section 6.



 


		iv.	Except
                                         as set forth herein, any Special Long-Term Equity Grant RSUs which have not vested on
                                         or prior to December 31, 2024 shall be forfeited unless this Agreement enters its Optional
                                         Sixth Year in which case, unearned, unvested Special Long-Term Stock Priced Based RSUs
                                         and any 2024 EBITDA Based RSUs shall be forfeited on December 31, 2025.



 


		b.	Conditions
                                         Relating to Death and Change in Control with Respect to the Special Long-Term Grant.
                                         Except as set forth in subsections (i) and (ii) hereof, if the employment of the Executive
                                         terminates for any reason on or before December 31, 2024 (or 2025 if there is an Option
                                         Year), any Special Long-term Equity Grant RSUs that have not vested prior to such date
                                         shall be forfeited.



 


		i.	In
                                         the event of the death of the Executive prior to December 31, 2024 (or December 31, 2025
                                         if there is an Option Year), the estate of the Executive shall receive, in connection
                                         with the Special Long-Term Equity Grant: 1) any Long-Term RSUs earned and received as
                                         of December 31st prior to the year of Executive’s death; and 2) a pro-rated
                                         number of unearned and unvested Long-Term Time-based and EBITDA-based RSUs, based on
                                         the number of days Executive lived in the year of death.



 


		ii.	In
                                         the circumstance of a Change in Control on or prior to December 31, 2024 (or December
                                         31, 2025 if there is an Option Year), after which Change in Control the Company’s
                                         stock is no longer traded on a U.S. public exchange because either x) the Company has
                                         been taken private or y) the Company has been purchased by another public company, Executive
                                         will receive any unearned and unvested portion of the Special Long-Term Stock Priced
                                         Based RSUs and, if prior to December 31, 2024, Executive will also receive any unvested
                                         Time-Based RSUs, as well as the EBITDA-Based RSUs for the year in which such change occurs
                                         and any subsequent years.



 






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		iii.	In
                                         the circumstance of a Change in Control Termination Event on or prior to December 31,
                                         2024 (or December 31, 2025 if there is an Option Year) after which Change In Control
                                         the Company’s stock is still traded on a U.S. public exchange, any unearned and
                                         unvested portion of the Time-Based Special Long-Term Equity Grant will vest and Executive
                                         will also receive: (x) the EBITDA-Based RSUs for the year in which such Change In Control
                                         Termination Event occurs and any subsequent years; and (y) any Stock-Priced Based RSUs
                                         earned as of the Change in Control Date or between the Change in Control Date and Termination
                                         Date, without regard to the 45 day consecutive period requirement, for each of the following
                                         as applicable:



 


		a.	In
                                         the event that the Change in Control price is $6.25, any previously unearned portion
                                         of the first tranche of 80,000 Stock-Priced RSUs;



 


		b.	In
                                         the event the Change in Control price is more than $6.25 and less than $8.25, a percentage
                                         of any previously unearned portion of the second tranche of 85,000 Stock-Price Based
                                         RSUs with a $8.25 floor based on the amount of the Change in Control price above $6.25
                                         divided by 2 times the shares previously unearned;



 


		c.	In
                                         the event the Change in Control price is more than $8.25 and less than $15, a percentage
                                         of any previously unearned portion of the third tranche of 85,000 Stock-Price Based RSUs
                                         with a $15 floor based on the amount of the Change in Control price above $8.25 divided
                                         by 6.75 times the shares previously unearned.



 


		d.	By
                                         way of example, if the Change In Control price of the Company stock is $9.25, no portion
                                         of the Stock Priced RSUs had vested prior to the Change In Control, and the Executive
                                         were terminated, without regard to the elapse of forty-five days, the Executive would
                                         receive 80,000 RSUs from the first tranche, 85,000 RSUs from the second tranche, and
                                         12,593 RSUs (1/675= .14815 x 85,000) from the third tranche.



 


		iv.	If
                                         the Executive shall terminate employment prior to December 31, 2024 (December 31, 2025
                                         in the event of an Option Year) and such termination shall not constitute a Change in
                                         Control Termination Event, or the death of the Executive, the unearned portion of the
                                         Special Long-Term Equity Grant shall be forfeited.



 






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		7.	WAGE
                                         DEDUCTIONS AND W1THHOLDINGS. The Executive hereby authorizes the Company to deduct
                                         from his salary or any other sums due to him from the Company, any sums due from the
                                         Executive to the Company, including without limitation any overpayment of salary. Without
                                         limiting the generality of the foregoing, the Company or any Subsidiary may withhold
                                         (or cause there to be withheld, as the case may be) from any amounts otherwise due or
                                         payable under or pursuant to this Agreement such federal, state and local income, employment,
                                         or other taxes or contributions as may be required to be withheld pursuant to any applicable
                                         law or regulation.



 


		8.	OTHER
                                         REIMBURSEMENTS.



 


		a.	Private
                                         Medical Insurance. Executive will be eligible to participate in the Company purchased
                                         family health insurance plan for like-situated senior executives. In the event the Company
                                         fails to secure such coverage, the Company will reimburse such entity as the Executive
                                         may direct for health care benefits and insurance such other entity provides and/or pays
                                         for the benefit of the Executive and his family during the Executive's employment hereunder.



 


		b.	Communications
                                         Equipment and Service. During the Executive's employment hereunder, the Company will
                                         reimburse the Executive or such other entity as the Executive may direct for expenses
                                         relating to a mobile phone (iPhone or similar device) and any associated service contract
                                         for such mobile phone. In no event is the Company entitled to possess or review such
                                         device or any of its contents.



 


		9.	DEATH
                                         IN SERVICE. The Company will endeavor to provide the Executive with life insurance
                                         based on the Company's Group life insurance policy, the coverage being four times salary,
                                         subject always to this level of cover being permitted by the life insurance policy provider
                                         on reasonable commercial terms In the event that the Company's Group life insurance carrier
                                         is unable to provide Life insurance coverage for the Executive, the Company shall, at
                                         its election, self-insure the payment of such coverage or identify other life insurance
                                         alternatives which may be available to the Executive (it being understood that any such
                                         alternative shall be reasonably acceptable to the Company and the Executive and that
                                         Executive shall reasonably cooperate with any requests by the Company or any potential
                                         insurer with respect to any such insurance).



 


		10.	EXPENSES.



 


		a.	The
                                         Company shall, during his employment, reimburse the Executive in respect of all reasonable
                                         travelling accommodation, entertainment and other similar out-of-pocket expenses exclusively
                                         and reasonably incurred by him in or about the performance of his duties.



 






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		b.	Except
                                         where specified to the contrary, all expenses shall be reimbursed in accordance with
                                         the Company's expense reimbursement policies applicable to other senior executives, subject
                                         to the Executive providing appropriate evidence (including receipts, invoices, tickets
                                         and/or vouchers as may be appropriate) of the expenditure in respect of which he claims
                                         reimbursement.



 


		c.	During
                                         the Executive's employment hereunder, the Company will reimburse the Executive, or such
                                         other entity as the Executive may direct, for the annual fee of one credit card of the
                                         Executive's choice.



 


		ll.	INCAPACITY.



 


		a.	Subject
                                         to his complying with the Company’s procedures relating to the notification and
                                         certification of periods of absence from work, the Executive shall continue to be paid
                                         his salary (inclusive of any statutory sick pay or social security benefits to which
                                         he may be entitled) during any period of absence from work due to sickness, injury or
                                         other incapacity up to a maximum of 26 weeks in aggregate in any period of 52 consecutive
                                         weeks. For the avoidance of doubt, in the event that a STIP bonus is paid or an RSU earnout
                                         or vesting event occurs during a leave of absence due to incapacity or upon his return
                                         from same, Executive will remain eligible to participate as though he were working, provided,
                                         however, that if the payment, earnout or vesting occurs after his leave of absence, Executive
                                         will need to remain employed for at least ninety days after his return from leave of
                                         absence to qualify unless the ninety days takes him beyond expiration of the contract
                                         term in which case the ninety day requirement is waived. The Company will secure disability
                                         insurance for the Executive to cover the event of his inability to return to work for
                                         two years after the 26 week period.



 


		b.	If
                                         any incapacity of the Executive shall be caused by an alleged action or wrong of a third
                                         party and the Executive shall decide to claim damages in respect thereof and shall recover
                                         damages for loss of earnings over the period for which salary has been or will be paid
                                         to him by the Company under Section l4(a), he shall account to the Company for any such
                                         damages for loss of earnings recovered (in an amount not exceeding the actual salary
                                         paid or payable to him by the Company under Section 14(a) in respect of the said period)
                                         less any costs borne by him in achieving such recovery. The Executive shall keep the
                                         Company advised of the commencement, progress and outcome of any such claim. If required
                                         by the Company (and on receipt of an indemnity from the Company for all the costs thereby
                                         incurred) the Executive shall use reasonable endeavors to recover such damages.



 






    12


     


    

 


		12.	INTELLECTUAL
                                         PROPERTY RIGHTS.



 


		a.	The
                                         Executive and the Company foresee that he may make, discover and/or create Inventions,
                                         Authorship Rights or Works (as each of those terms are defined below) in the course of
                                         his duties under this Agreement and agree that the Executive has special obligations
                                         to further the interests of the Company. The Executive agrees to the terms set out in
                                         this Section 12 in consideration for the salary, bonus and benefits set out in Sections
                                         5, 6, 10 and 11 above.



 


		b.	I
                                         f the Executive (whether alone or with others) shall at any time during the period of
                                         his employment with the Company make an invention (whether or not patentable) designed
                                         to be used in any line of business then conducted by the Company or any Subsidiaries
                                         (referred to in this Agreement as "Invention") he shall promptly disclose to
                                         the Company full details of such Invention to enable the Company to assess it and to
                                         determine whether under the applicable law the Invention is the property of the Company;
                                         provided, that any Invention that does not belong to the Company shall be treated as
                                         confidential , and shall not be used or otherwise exploited, by the Company.



 


		c.	If
                                         the Executive (whether alone or with others) shall at any time during the period of his
                                         employment with the Company create any documents, data, drawings, specifications, articles,
                                         computer programs, software (object or source code), equipment, network designs, business
                                         logic, notes, sketches, drawings, reports, modifications, tools, scripts or other items
                                         directly or indirectly in the course of his employment and that are designed for use
                                         in any line of business then conducted by the Company or any Subsidiaries in which the
                                         Executive is involved ("Works"), he shall promptly provide such Works to the
                                         Company and title in and to the tangible property of the Works shall immediately upon
                                         creation or performance vest in and shall be and remain the sole and exclusive property
                                         of the Company and the Executive hereby irrevocably and unconditionally assigns to the
                                         Company all right, title and interest in and to the same.



 


		d.	If
                                         any copyright, design right (whether registered or unregistered) or database rights in
                                         the Works (together "Authorship Rights") or any Invention belong to
                                         the Company, the Executive shall consider himself as a trustee for the Company in relation
                                         to all such Authorship Rights or Invention and shall , at the request and expense of
                                         the Company, do all things necessary to vest all rights, title and interest in such Authorship
                                         Rights or Invention in the Company or its nominee absolutely as legal and beneficial
                                         owner and to secure and preserve full patent, copyright, design right or other appropriate
                                         forms of protection therefor in any part of the world as the Company shall in its discretion
                                         think fit.



 






    13


     


    

 


		e.	If
                                         any Authorship Rights or Invention do not belong to the Company, the Company shall have
                                         the right to acquire for itself or its nominee the Executive 's rights in such Authorship
                                         Rights or Invention within three months after disclosure or provision pursuant to Section
                                         12(b) or 12(c) of this Agreement (as applicable) or, if the Executive fails to disclose
                                         or provide documents or information pursuant to Section 12(b) or 12(c) of this Agreement
                                         (as applicable), the date on which the Company first has actual knowledge of the existence
                                         of such Authorship Rights or Invention, which acquisition shall be made on fair and reasonable
                                         terms to be agreed.



 


	 	f.	The
                                         Executive shall give notice in writing to the Company promptly on becoming aware of any
                                         infringement or suspected infringement of any intellectual property rights in any Invention,
                                         Authorship Rights or Works which are owned by the Company, or which are acquired or to
                                         be acquired by the Company pursuant to Section 12(e). The Executive shall also notify
                                         the Company promptly on becoming aware of any infringement or suspected infringement
                                         of any other intellectual property rights which the Executive should reasonably believe
                                         to be vested in or owned by the Company or any Subsidiaries or of any use by or disclosure
                                         to a third party (which he should reasonably believe to be unauthorized by the Company)
                                         of any Confidential Information.



 


		g.	Save
                                         for Section 12(f), rights and obligations under this Agreement shall continue in force
                                         after the termination of this Agreement in respect of each or each set of Invention,
                                         Authorship Rights or Works and shall be binding upon the Executive's representatives.



 


		h.	The
                                         Executive irrevocably waives any rights he may have under Chapter IV (Moral Rights) of
                                         the Intellectual Property (Copyright and Related Rights) Act 2005 and any corresponding
                                         rights under the applicable laws of any other jurisdiction in respect of all Authorship
                                         Rights owned by the Company, or acquired by the Company or to be acquired by the Company
                                         pursuant to Section 12(e).



 






    14


     


    

 


		i.	The
                                         Company acknowledges that as of the Commencement Date the Executive will own and/or hold
                                         rights in and to intellectual property that would, or could, otherwise constitute Inventions,
                                         Authorship Rights or Works, but were created, developed or acquired prior to the Commencement
                                         Date, and the Company agrees and acknowledges that none of such intellectual property
                                         or rights (nor, for the avoidance of doubt, any of Executive's experience, knowledge
                                         and contacts in the gaming or other industries) shall constitute property or rights of
                                         the Company (and that the Executive shall not be deemed to have granted any right or
                                         license thereto hereunder or by mere service to the Company), and that the Executive
                                         shall be free to use and exploit such property or rights as be determines in his sole
                                         and absolute discretion. The Company further acknowledges that from and after the Commencement
                                         Date the Executive may create, develop or acquire Inventions, Authorship Rights or Works
                                         for use in businesses or activities outside the lines of business then conducted by the
                                         Company or any Subsidiary, and the Company agrees and acknowledges that it has no right,
                                         title or interest therein or any right or claim to prevent or restrict any such activity
                                         by or for the Executive.



 


		j.	For
                                         the avoidance of doubt, and in light of the non-exclusive nature of this Agreement, the
                                         Executive's contacts and calendar shall (anything in this Agreement to the contrary notwithstanding)
                                         at all times be the property of the Executive and not the Company, and shall not be required
                                         to be delivered to the Company on termination; provided that the Company shall be entitled
                                         to retain a copy of such contacts and calendar to the extent relevant to the business
                                         of the Company or any Subsidiary.



 


		13.	CONFIDENTIALITY.



 


		a.	In
                                         addition to the Executive's common law obligations to keep confidential information secret,
                                         he must not disclose to any person, firm or company, otherwise than in the proper course
                                         of his duties or with the written consent of the Company, any trade secret or information
                                         of a confidential nature concerning the Company's business or the business of any Subsidiary,
                                         or any client or prospective client of any of them including, but not limited to:



 


		i.	any
                                         trade secret or confidential or secret information concerning the business development,
                                         affairs, future plans, business methods, connections, operations, accounts, finances,
                                         organization, processes, policies or practices, designs, dealings, trading, software,
                                         or know-how relating to or belonging to the Company and/or to any Subsidiary or any of
                                         its suppliers, agents, distributors, clients or customers;






 






    15


     


    

 


		ii.	confidential
                                         computer software, computer-related know-how, passwords, computer programs, specifications,
                                         object codes, source codes, network designs, business processes, business logic, inventions,
                                         improvements and/or modifications relating to or belonging to the Company and/or any
                                         Subsidiary;



 


		iii.	details
                                         of the Company's or any Subsidiary's financial projections or projects, prices or pricing
                                         strategy, advertising, marketing or development plans, product development plans or strategies,
                                         fee levels, commissions and commission structures, market share and pricing statistics,
                                         marketing surveys and research reports and their interpretation;



 


		iv.	any
                                         confidential research, report or development undertaken by or for the Company or any
                                         Subsidiary;



 


		v.	details
                                         of relationships or arrangements with, or knowledge of the needs or the requirements
                                         of, the Company's or any Subsidiary's actual or potential clients or customers;



 


		vi.	information
                                         supplied in confidence by customers, clients or any third party to which the Company
                                         or any Subsidiary owes an obligation of confidentiality;



 


		vii.	lists
                                         and details of contracts with the Company's or any Subsidiary's actual or potential suppliers;



 


		viii.	information
                                         of a personal or otherwise of a confidential nature relating to fellow employees, directors
                                         or officers of and/or consultants to, the Company and/or any Subsidiary for which the
                                         Executive may from time to time provide services;



 


		ix.	confidential
                                         information concerning, or details of, any competitive business pitches, and/or target
                                         details;



 


		x.	any
                                         document or information marked as confidential on its face; or



 


		xi	any
                                         document or information which has been supplied to the Executive in confidence or which
                                         he has been informed is confidential or which he might reasonably be aware is confidential.



 






    16


     


    

 


Any
information of the sort described in this Section l3(a) which the Executive obtains or becomes aware of during the course of his
employment under this Agreement or which, by virtue of the Executive's position, it may reasonably be assumed he has obtained
or become aware of during the course of his employment under this Agreement shall be "Confidential Information"
for the purposes of this Agreement.


 


		b.	The
                                         Executive undertakes to use his best endeavors (subject to payment by the Company of
                                         any expense reasonably incurred in so doing) to prevent unauthorized publication or disclosure
                                         to any third party of any Confidential Information (save as may be required by law or
                                         a duly authorized regulatory body).



 


		c.	The
                                         provisions in Sections 13(a) and l3 (b) shall continue to apply after termination of
                                         employment, howsoever arising, without any time limit. The provisions in Sections 13(a)
                                         and 13(b) shall not apply to any information or knowledge which (i) is or comes into
                                         the public domain other than through unauthorized disclosure of the Executive, (ii) is
                                         or becomes available to the Executive on a non-confidential basis from a source which
                                         is entitled to disclose it to the Executive, or (iii) was already known to the Executive
                                         prior to the date hereof.



 


		d.	Nothing
                                         in this Section 13 shall be construed or interpreted as preventing the Executive from
                                         making a disclosure pursuant to any applicable legal requirement or order of any court
                                         or other tribunal or regulatory body. In circumstances where the Executive feels it is
                                         necessary for him to make such a disclosure, he should, to the extent practical, first
                                         raise the issue with the Board, or if the Executive's concerns relate to certain members
                                         of the Board, to an officer or officers of the Company whom he believes are not involved
                                         or implicated in the relevant matter.



 


		e.	Nothing
                                         in this Agreement or otherwise shall prohibit the Executive from (i) reporting possible
                                         violations of federal or state law or regulation to any U.S. governmental agency or entity
                                         or self-regulatory organization (including but not limited to the U.S. Department of
                                         Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any U.S.
                                         agency Inspector General), or making other disclosures that are protected under the whistleblower
                                         provisions or other provisions of U.S. federal or state law or regulation, (ii) providing
                                         truthful testimony or statements to the extent, but only to the extent, required by applicable
                                         law, rule, regulation, legal process or by any court, arbitrator, mediator or administrative,
                                         regulatory, judicial or legislative body (including any committee thereof) with apparent
                                         jurisdiction (provided, however, that in such event, except as set forth in the foregoing
                                         clause (i) above or clause (iii) below, Executive will give the Company prompt written
                                         notice thereof prior to such disclosure so that the Company may seek appropriate protection
                                         for such information), (iii) reporting or disclosing information under the terms of the
                                         Company's Reporting Suspected Violations of Law Policy or such similar policy as the
                                         Company may have in effect from time to time or (iv) disclosing information to the extent
                                         necessary to enforce the terms of this Agreement.



 






    17


     


    

 


		14.	TERMINATION
                                         OF EMPLOYMENT.



 


		a.	Termination
                                         for Cause.



 


		i.	The
                                         employment of the Executive may be terminated by the Company for Cause immediately upon
                                         written notice to the Executive. "Cause" shall mean any of the following:



 


		1.	the
                                         Executive commits any material breach of the terms contained in this Agreement or any
                                         Company Policies (after receiving prior written warning of the nature of such breach
                                         and having been given not less than thirty (30) days to cure such breach); or



 


		2.	the
                                         Executive is guilty of any gross negligence or willful gross misconduct in connection
                                         with or affecting the business or affairs of the Company or any Subsidiary for which
                                         he is required to perform duties; or



 


		3.	the
                                         Executive is convicted of, or pleads guilty or nolo contendere to, a felony or a misdemeanor
                                         that is a crime of moral turpitude (other than for a traffic-related offense); or



 


		4.	an
                                         arbitrator, court of proper jurisdiction or governmental agency determines in a final
                                         order that the Executive has committed any material violation of the Company's policy
                                         against sexual harassment;



 


		5.	the
                                         Executive commits or has committed any material breach of this Agreement that has a material
                                         adverse effect on the Company.



 






    18


     


    

 


		ii.	No
                                         act or omission to act by Executive shall be "willful" if conducted in good
                                         faith or with a reasonable belief that such act or omission was in the best interests
                                         of the Company.



 


		iii.	Upon
                                         a termination of the Executive's employment pursuant to this Section 14(a), neither the
                                         Company nor any of the Subsidiaries, shall be under any further obligation to the Executive,
                                         except the Company's obligation to pay (A) all accrued but unpaid salary to the date
                                         of termination (to be paid within 30 days following such termination, less all applicable
                                         deductions), (B) any earned and vested benefits and payments pursuant to the terms of
                                         any benefit or incentive plan or arrangement or award for the benefit of the Executive
                                         (including without limitation the reimbursements required by Section 8 above), (C) all
                                         unreimbursed business expenses incurred and properly submitted in accordance with applicable
                                         Company policies; and (D) other benefits contractually due to the Executive (or an amount
                                         equal to the cash value thereof), which payments and benefits described in subsections
                                         (A) through (D) are referred to herein as the "Accrued Benefits").



 


		b.	Termination
                                         at the Discretion of the Company.



 


		i.	Except
                                         in the case of "Cause", the Company may at its absolute discretion elect to
                                         terminate the employment of the Executive by giving the Executive not less than 90 days'
                                         written notice of such termination (the date of such termination, the "Discretionary
                                         Notice Termination Date"). Upon a termination of the Executive's employment
                                         at the discretion of the Company pursuant to this Section 14(b), the Executive shall
                                         receive:



 


		1.	the
                                         Accrued Benefits;



 


		2.	Salary
                                         from the Discretionary Notice Termination Date through the earlier of (A) eighteen (18)
                                         months following the Discretionary Notice Termination Date or (B) the Contract Termination
                                         Date, payable in accordance with the Company's then current payroll practice;



 


		3.	Eighteen
                                         (18) months (not to exceed the remaining months until the Contract Termination Date)
                                         of Target Bonus; and



 






    19


     


    

 


		4.	a
                                         bonus for the year in which the termination occurred, equal to Target Bonus for such
                                         year multiplied by a fraction, the numerator of which shall be the number of days the
                                         Executive was employed by the Company prior to the Discretionary Notice Termination Date
                                         and the denominator of which shall be 365, payable in accordance with the STIP with respect
                                         to such fiscal year; in the event that, at the date the Company provided written notice
                                         of the discretionary termination to the Executive, the Target Bonus has not yet been
                                         established for such year, the Target Bonus shall be equal to the Target Bonus for the
                                         preceding fiscal year.



 


		ii.	Notwithstanding
                                         Section 14(b)(i)(2) and (i)(3) above, if the termination pursuant to this Section 14(b)
                                         constitutes a Change in Control Termination Event, the Executive shall receive Salary
                                         from the Discretionary Notice Termination Date through the earlier of (A) thirty (30)
                                         months following the Discretionary Notice Termination Date or (B) the Contract Termination
                                         Date, payable in accordance with the Company's then current payroll practice and (B)
                                         thirty (30) months of Target Bonus (not to exceed the remaining months until the Contract
                                         Termination Date).



 


		iii.	Any
                                         equity or equity-based award (excluding the Special Long-term Equity Grant) which has
                                         not been fully vested as of the Discretionary Notice Termination Date (including any
                                         award under the LTIP), shall not be forfeited but shall remain outstanding subject to
                                         potential future vesting subject to the time, performance or other conditions to vesting
                                         specified in such award.



 


		iv.	The
                                         rights of Executive with respect to the Special Long-term Equity Grant shall be as specified
                                         in Section 6 hereof.



 


		c.	Termination
                                         by the Executive for Good Reason.



 


		i.	The
                                         Executive may terminate his employment at any time for Good Reason by giving written
                                         notice to the Company of his good faith belief that an event constituting Good Reason
                                         has occurred (without the Executive's consent), and setting forth the basis for such
                                         belief, within 90 days of such notice (the termination date, the "Good Reason
                                         Termination Date"); provided, however, that no termination for Good Reason shall
                                         occur if, prior to the Good Reason Termination Date, the Company bas cured the condition
                                         giving rise to the Good Reason. Nothing herein shall be deemed to prevent the Company
                                         from contesting Good Reason pursuant to Section 15 hereof or otherwise. Upon the Company
                                         providing written notice to the Executive of its contesting Good Reason, the Good Reason
                                         Termination Date shall be deferred until the dispute is resolved pursuant hereto. It
                                         shall be a condition to the Executive receiving the benefits described in clause (iii)
                                         below that the Executive shall, not less than seven (7) days prior to the Good Reason
                                         Termination Date, execute a release of the Company, in form and substance reasonably
                                         satisfactory to the Board, which release shall remain in full force and effect at the
                                         Good Reason Termination Date.



 






    20


     


    

 


		ii.	"Good
                                         Reason" shall mean any of the following: (A) a material reduction in Executive's
                                         titles, duties or authorities (including reporting responsibilities); (B) removal of
                                         the Executive from, or failure of the Board or the Board's nominating committee to nominate
                                         Executive for election or re-election to the Board; (C) a material reduction in the Executive's
                                         salary; (D) a material reduction in Executive’s Short-Term Incentive Bonus Target
                                         opportunity; (E) any significant relocation of the Executive's principal office; or (F)
                                         a material breach of this Agreement by the Company.



 


		iii.	Upon
                                         a termination of the Executive's employment by the Executive for Good Reason pursuant
                                         to this Section 14(c), the Executive shall receive from the Company the amounts set forth
                                         in Section l4(b)(i) (and, if applicable Section 14(b)(ii)), but substituting "Good
                                         Reason Termination Date" for "Discretionary Notice Termination Date".



 


		iv.	Any
                                         equity or equity-based award (excluding the Special Long-term Equity Grant) which has
                                         not been fully vested as of the Good Reason Termination Date (including any award under
                                         the LTIP), shall not be forfeited but shall remain outstanding subject to potential future
                                         vesting subject to the time, performance or other conditions to vesting specified in
                                         such award, and subject to any applicable clawback provisions.



 


		v.	The
                                         rights of Executive with respect to the Special Long-term Equity Grant shall be as specified
                                         in Section 6 hereof.



 






    21


     


    

 


		d.	Death
                                         of the Executive. In the event of the death of the Executive during the term hereof,
                                         the estate of the Executive shall receive the compensation provided for herein; provided
                                         that the estate shall comply with the provisions of clause (e) hereof to the extent requested
                                         by the Company.



 


		e.	Upon
                                         the termination of his employment (for whatever reason and howsoever arising), the Executive:



 


		i.	shall
                                         not take away, conceal or destroy but shall immediately deliver up to the Company all
                                         documents (which expression shall include but without limitation notes, memoranda, correspondence,
                                         drawings, sketches, plans, designs and any other material upon which data or information
                                         is recorded or stored) produced during the course of his employment with the Company
                                         relating to the business or affairs of the Company or any Subsidiary or any of their
                                         clients, customers, shareholders, employees, officers, suppliers, distributors and agents
                                         together with any other property belonging to the Company or any Subsidiary which may
                                         then be in his possession or under his control;



 


		ii.	shall
                                         at the request of the Board immediately resign without claim for compensation from office
                                         as a director of any Subsidiary and from any other office held by him in the Company
                                         or any Subsidiary (but without prejudice to any claim he may have for damages for breach
                                         of this Agreement or otherwise) and in the event of his failure to do so the Company
                                         is hereby irrevocably authorized to appoint some person in his name and on his behalf
                                         to sign and deliver such resignations; and



 


		iii.	shall
                                         immediately repay all outstanding debts or loans due to the Company or any Subsidiary
                                         and the Company is hereby authorized to deduct from any amount owed to the Executive
                                         a sum in repayment of all or any part of any such debts or loans.



 


		iv.	If
                                         the Executive is involved in any pending or potential litigation, investigation or regulatory
                                         or administrative proceeding (each a "Proceeding") to which the documents the
                                         Executive previously delivered to the Company pursuant to Section 13 hereof may relate,
                                         the Company shall provide the Executive with access to such documents to the extent they
                                         are potentially related to the Proceeding.



 






    22


     


    

 


		15.	ARBITRATION.
                                         The parties agree that all claims, disputes, and/or controversies arising under this
                                         Agreement and/or related to the Executive's employment hereunder or the termination of
                                         such employment (whether or not based on contract, tort or upon any federal, state or
                                         local statute, including but not limited to claims asserted under the Age Discrimination
                                         in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended,
                                         any state Fair Employment Practices Act, and/or the Americans with Disabilities Act),
                                         shall be resolved exclusively through mediation/arbitration by JAMS, in the County of
                                         New York in the State of New York, in accordance with the JAMS Rules and Procedures for
                                         Mediation/Arbitration of Employment Disputes; provided, however, that in the event that
                                         the Company alleges that the Executive is in breach of any of the provisions contained
                                         in Sections 4(a)(ii), 12 or 13 of this Agreement, the Company shall not be exclusively
                                         required to submit such dispute to mediation/arbitration. In such event, the Company
                                         may, at its option, seek and obtain from any court having jurisdiction, injunctive or
                                         equitable relief, in addition to pursuing at arbitration all other remedies available
                                         to it (including without limitation any claims for relief arising out of any breach of
                                         Sections 4(a)(ii), 12 or 13 of this Agreement). In the event that the Company chooses
                                         to bring any such suit, proceeding or action for injunctive or equitable relief in an
                                         appropriate court, the Executive hereby waives his right, if any, to trial by jury, and
                                         hereby waive his right, if any, to interpose any counterclaim or set-off for any cause
                                         whatever and agree to arbitrate any and all such claims.



 


		16.	STOCKHOLDERS'
                                         AGREEMENT.  Anything in this Agreement to the contrary notwithstanding, the respective
                                         rights and obligations of the Executive and the Company hereunder shall at all times
                                         be subject to the terms and conditions of, and shall in no way derogate from and rights
                                         of the Executive under, that certain Stockholders' Agreement dated as of December 2,
                                         2016, by and among the Company, Hydra Industries Sponsor LLC, MIHI LLC, and the Vendors
                                         named therein, as such agreement may be amended from time to time.



 






    23


     


    

 


		17.	PARACHUTE
                                         PAYMENTS.



 


		a.	Notwithstanding
                                         anything to the contrary contained in this Agreement, to the extent that any amount,
                                         stock option, restricted stock, RSUs, other equity awards or benefits paid or distributed
                                         to the Executive pursuant to this Agreement or any other agreement or arrangement between
                                         the Company and the Executive (collectively, the "280G Payments") (a)
                                         constitute a "parachute payment" within the meaning of Section 280G of the
                                         Code and (b) but for this Section 16, would be subject to the excise tax imposed by Section
                                         4999 of the Code, then the 280G Payments shall be payable either (i) in full or (ii)
                                         in such lesser amount which would result in no portion of such 280G Payments being subject
                                         to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking
                                         into account the applicable federal, state and local income or excise taxes (including
                                         the excise tax imposed by Section 4999) results in the Executive's receipt on an after-tax basis, of the greatest amount of benefits under this Agreement, notwithstanding that
                                         all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless
                                         the Executive and the Company otherwise agree in writing, any determination required
                                         under this Section shall be made in writing by an independent public accountant selected
                                         by the Company (the "Accountants"), whose determination shall be conclusive
                                         and binding upon the Executive and the Company for all purposes. For purposes of making
                                         the calculations required by this Section, the Accountants may make reasonable assumptions
                                         and approximations concerning applicable taxes and may rely on reasonable, good faith
                                         interpretations concerning the application of Sections 280G and 4999 of the Code. The
                                         Company and the Executive shall furnish to the Accountants such information and documents
                                         as the Accountants may reasonably request in order to make a determination under this
                                         Section. The Company shall bear all costs the Accountants may reasonably incur in connection
                                         with any calculations contemplated by this Section, as well as any reasonable legal or
                                         accountant expenses, or any additional taxes, that the Executive may incur as a result
                                         of any calculation errors made by the Accountant and/or the Company in connection with
                                         the Code Section 4999 excise tax analysis contemplated by this Section.






 


		b.	Additional
                                         280G Payments. If the Executive receives reduced 280G Payments by reason of this Section
                                         17 and it is established pursuant to a final determination of the court or an Internal
                                         Revenue Service proceeding that the Executive could have received a greater amount without
                                         resulting in an excise tax, then the Company shall promptly thereafter pay the Executive
                                         the aggregate additional amount which could have been paid without resulting in an excise
                                         tax as soon as practicable.



 


		c.	Review
                                         of Accountant Determinations. The parties agree to cooperate generally and in good faith
                                         with respect to (i) the review and determinations to be undertaken by the Accountants
                                         as set forth in this Section 17 and (ii) any audit, claim or other proceeding brought
                                         by the Internal Revenue Service or similar state authority to review or contest or otherwise
                                         related to the determinations of the Accountants as provided for in this Section 17,
                                         including any claim or position taken by the Internal Revenue Service that, if successful,
                                         would require the payment by the Executive of any additional excise tax, over and above
                                         the amounts of excise tax established under the procedure set forth in this Section 17.






 


		d.	Order
                                         of 280G Payment Reduction. The reduction of 280G Payments, if applicable, shall be effected
                                         in the following order (unless the Executive, to the extent permitted by Section 409A
                                         of the Code ("Code Section 409A"), shall elect another method of reduction
                                         by written notice to the Company prior to the Section 280G event): (i) payments that
                                         are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1,
                                         Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable
                                         last reduced first; (ii) payments and benefits due in respect of any equity valued at
                                         full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest
                                         values reduced first (as such values are determined under Treasury Regulation Section
                                         1.280G-1, Q&A 24), will next be reduced; (iii) payments that are payable in cash
                                         that are valued at less than full value under Treasury Regulation Section 1.2800-1, Q&A
                                         24, with amounts that are payable last reduced first, will next be reduced; (iv) payments
                                         and benefits due in respect of any equity valued at less than full value under Treasury
                                         Regulation Section 1.280G-l, Q&A 24, with the highest values reduced first (as such
                                         values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next
                                         be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii)
                                         or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses
                                         (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash
                                         payment and payments and benefits due in respect of any equity awards not subject to
                                         Code Section 409A, and second, a pro- rata reduction of cash payments and payments and
                                         benefits due in respect of any equity subject to Code Section 409A as deferred compensation.






 






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		18.	NOTICES.



 


All
notices, demands, requests or other communications required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:


 


(a)
If to the Company:


 


Inspired
Entertainment, Inc.


250
West 57th St, Suite 2223


New
York, New York 10107


Attention:
Secretary


Telecopy:


 


with
a copy (which shall not constitute notice) to:


 


Douglas
Ellenoff, Esq.





Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Telecopy:
(212)370-7889


 


If
to the Executive:


 


A.
Lorne Weil


c/o
Inspired Entertainment, Inc.


250
West 57th Street, Suite 2223


New
York, New York 10107


Telecopy:


 


with
a copy (which shall not constitute notice) to:


 


Michael
A. Curley, Esquire


Curley,
Hurtgen, & Johnsrud, LLP


1177
Avenue of the Americas, 5th Floor


New
York, New York 10036-2714


Telecopy:
215-543-1160


 


or
to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication
that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes three (3)
days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of delivery) or
at such time as delivery is refused by the addressee upon presentation.


 


		19.	MISCELLANEOUS.



 


		a.	The
                                         Executive hereby confirms that by virtue of entering into this Agreement he will not
                                         be in breach of any express or implied terms of any Court Order, contract or of any other
                                         obligation legally binding upon him.



 


		b.	Any
                                         benefits provided by the Company to the Executive or his family which are not expressly
                                         referred to in this Agreement shall be regarded as ex-gratia benefits provided at the
                                         entire discretion of the Company and shall not form part of the Executive's contract
                                         of employment.



 






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		20.	SECTION
                                         409A.



 


		a.	The
                                         intent of the parties hereto is that payments and benefits under this Agreement are either
                                         exempt from or comply with Code Section 409A and, accordingly, to the maximum extent
                                         permitted, this Agreement shall be interpreted to that end; provided, that no such interpretation
                                         shall be used to diminish the Executive's rights and entitlements hereunder to any payment
                                         or benefit which is not subject to Code Section 409A.



 


		b.	If
                                         any payment, compensation or other benefit provided to the Executive in connection with
                                         his employment termination is determined, in whole or in part, to constitute "nonqualified
                                         deferred compensation" within the meaning of Code Section 409A and the Executive
                                         is a "specified employee" as defined in Code Section 409A, no part of such
                                         payments shall be paid before the day that is six (6) months plus one (1) day after the
                                         Executive's date of termination or, if earlier, the Executive's death (the "New
                                         Payment Date"). The aggregate of any payments that otherwise would have been
                                         paid to the Executive during the period between the date of termination and the New Payment
                                         Date shall be paid to Executive in a lump sum on such New Payment Date. Thereafter, any
                                         payments that remain outstanding as of the day immediately following the New Payment
                                         Date shall be paid without delay over the time period originally scheduled, in accordance
                                         with the terms of this Agreement.



 


		c.	A
                                         termination of employment shall not be deemed to have occurred for purposes of any provision
                                         of this Agreement providing for the payment of any amounts or benefits subject to Code
                                         Section 409A upon or following a termination of employment until such termination is
                                         also a "separation from service" within the meaning of Code Section 409A and
                                         for purposes of any such provision of this Agreement, references to a "resignation,"
                                         "termination," "terminate, “termination of employment" or like
                                         terms shall mean separation from service.



 


		d.	All
                                         reimbursements for expenses under Section 10 of this Agreement shall be paid in no event
                                         later than the end of the calendar year following the calendar year in which the Executive
                                         incurs such expense. With regard to any provision herein that provides for reimbursement
                                         of costs and expenses or in-kind benefits, except as permitted by Code Section 409A,
                                         (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation
                                         or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements
                                         or in-kind benefits provided during any taxable year shall not affect the expenses eligible
                                         for reimbursement or in-kind benefits to be provided in any other taxable year.






 






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		e.	Whenever
                                         a payment under this Agreement specifies a payment period with reference to a number
                                         of days (e.g., "payment shall be made within thirty (30) days following the date
                                         of termination"), the actual date of payment within the specified period shall be
                                         within the sole discretion of the Company.



 


		f.	If
                                         under this Agreement, an amount is paid in two or more installments, for purposes of
                                         Code Section 409A, each installment shall be treated as a separate payment.



 


		21.	DEFINITIONS
                                         AND INTERPRETATION.



 


		a.	In
                                         this Agreement unless the context otherwise requires the following expressions have the
                                         following meanings:



 


		i.	"Adjusted
                                         EBITDA" means net income or loss excluding depreciation and amortization, interest
                                         expense, interest income and income tax expense, and other additional exclusions and
                                         adjustments. Such additional excluded amounts include stock-based compensation, U.S.
                                         GAAP charges where the associated liability is expected to be settled in stock, and changes
                                         in the value of earn-out liabilities and income and expenditure in relation to legacy
                                         portions of the business (being those portions where trading no longer occurs) including
                                         closed defined benefit pension schemes. Additional adjustments shall be made for items
                                         considered outside the normal course of business, including (1) restructuring costs,
                                         which include charges attributable to employee severance, management changes, restructuring
                                         and integration, (2) merger and acquisition costs, (3) impairment expense and (4) gains
                                         or losses not in the ordinary course of business. Notwithstanding the foregoing definition,
                                         the Compensation Committee may determine, in its sole discretion, to revise the definition
                                         of Adjusted EBITDA from time to time.



 


		ii.	"Board"
                                         means the Board of Directors of the Company;



 


		iii.	"Change
                                         in Control" shall be deemed to have occurred if:



 


		1.	any
                                         "person", as such term is used in sections 13(d) and 14(d) of the Securities
                                         Exchange Act of 1934, other than (A) the Company, (B) any trustee or other fiduciary
                                         holding securities under an employee benefit plan of the Company, or (C) any corporation
                                         owned, directly or indirectly, by the stockholders of the Company (in substantially the
                                         same proportion as their ownership of shares), (a "Person") is or becomes the
                                         "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
                                         Act of 1934), directly or indirectly, of securities of Parent representing 50% or more
                                         of the combined voting power of the Company's then outstanding voting securities;



 






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		2.	there
                                         is consummated a merger or consolidation of the Company with any other entity, other
                                         than (A) a merger or consolidation which would result in the voting securities of the
                                         Company outstanding immediately prior thereto continuing to represent (either by remaining
                                         outstanding or by being converted into voting securities of the surviving or parent entity)
                                         50% or more of the combined voting power of the voting securities of the Company or such
                                         surviving or parent entity outstanding immediately after such merger or consolidation
                                         or (B) a merger or consolidation effected to implement a recapitalization of the Company
                                         (or similar transaction) in which no Person is or becomes the beneficial owner (as defined
                                         in clause (A) above), directly or indirectly, of securities of the Company representing
                                         50% or more of the combined voting power of the Company's then outstanding securities;
                                         or






 


		3.	there
                                         is consummated a transaction or series of related transactions which results in the sale
                                         or transfer of all or a majority of the assets of the Company and its subsidiaries taken
                                         as a whole (determined based on value); provided, however, that, solely to the extent
                                         necessary to comply with, or avoid adverse tax consequences under, Code Section 409A,
                                         none of the foregoing events shall be deemed to be a "Change in Control" unless
                                         such event constitutes a "Change in Control Termination Event" within the meaning
                                         of Code Section 409A;



 


		iv.	"Change
                                         in Control Termination Event" means the Executive's employment or other services
                                         are terminated at the discretion of the Company pursuant to Section 14(b) hereof or by
                                         the Executive for Good Reason pursuant to Section l4(c) hereof, in either case within
                                         the twenty four (24) month period immediately following a Change in Control; provided
                                         that for purposes of the Special Long-term Equity Grant, shall refer to a termination
                                         following a Change in Control at any time pursuant to Sections 14(b) or 14(c).



 






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		v.	"Code"
                                         means the U.S. Internal Revenue Code of 1986, as amended;



 


		vi.	"Compensation
                                         Committee" means the compensation committee of the Board;



 


		vii.	"Control"
                                         means, with respect to any person, the possession, directly or indirectly, of the power
                                         to direct or cause the direction of the management and policies of such person, whether
                                         through the ownership of shares or securities, partnership interests or other ownership
                                         interests, by contract, by membership or involvement in the board of directors, management
                                         committee or other management structure of such person, or otherwise and "Controlled"
                                         shall be construed accordingly; and






 


		viii.	"Subsidiary"
                                         means, with respect to any person, any other person that, directly or indirectly, through
                                         one or more intermediaries, Controls, is Controlled by or is under common Control with
                                         such specified person from time to time, and unless otherwise specifically provided herein,
                                         shall include a subsidiary of the Company included in the consolidated financial statements
                                         of the Company and any subsidiary not consolidated or 50 percent or less owned person
                                         with respect to which the Company exercises Control.






 


		b.	References
                                         in this Agreement to Sections are to sections in this Agreement.



 


		c.	References
                                         in this Agreement to statutes or regulations shall include any statute or regulation
                                         modifying, re-enacting, extending or made pursuant to the same or which is modified,
                                         re-enacted or extended by the same. Headings are for ease of reference only and shall
                                         not be taken into account in the construction of this Agreement. Words importing the
                                         singular number shall include the plural and vice versa and words importing the masculine
                                         shall include the feminine and neuter and vice versa.






 


		d.	This
                                         Agreement contains the entire understanding between the parties and supersedes all (if
                                         any) subsisting agreements, arrangements and understandings (written or oral) relating
                                         to the employment of the Executive which such agreements, arrangements and understandings
                                         shall be deemed to have been terminated by mutual consent. The Executive acknowledges
                                         that he has not entered into this Agreement in reliance on any warranty, representation
                                         or undertaking which is not contained in or specifically incorporated in this Agreement.
                                         This Agreement may not be amended or terminated orally, but only by a writing executed
                                         by the parties hereto.



 






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		e.	The
                                         various sections and sub-sections of this Agreement are severable and if any Section
                                         or Sub-Section or identifiable part thereof is held to be invalid or unenforceable by
                                         any court of competent jurisdiction then such invalidity or unenforceability shall not
                                         affect the validity or enforceability of the remaining sections or sub-sections or identifiable
                                         parts thereof in this Agreement. The Company and Executive agree that the court making
                                         the determination of invalidity or unenforceability shall have the power to reduce the
                                         scope, duration, or area of the term or provision, to delete specific words or phrases,
                                         or to replace any invalid or unenforceable term or provision with a term or provision
                                         that is valid and enforceable and that comes closest to expressing the intention of the
                                         invalid or unenforceable term or provision, and this Agreement will be enforceable as
                                         so modified after the expiration of the time within which the judgment may be appealed.



 


		f.	The
                                         substantive laws of the State of New York in the United States shall govern this Agreement.
                                         Executive acknowledges that there is no adequate remedy at law for any breach or threatened
                                         breach of the provisions of Sections 13 and 15 of this Agreement and that, in addition
                                         to any other remedies to which it or be may otherwise be entitled as a matter of law,
                                         the Company shall be entitled to injunctive relief in the event of any such breach or
                                         threatened breach.



 


		g.	The
                                         Company and Executive hereby consent to the exclusive jurisdiction of the federal and
                                         state courts in the State of New York, irrevocably waive any objection it or be may now
                                         or hereafter have to laying of the venue of any suit, action, or proceeding in connection
                                         with this Agreement in any such court, and agree that service upon it shall be sufficient
                                         if made by registered mail, and agree not to assert the defense of forum non conveniens.



 


		22.	CONDITIONS
                                         TO THE EFFECTIVENESS OF THIS AGREEMENT. Notwithstanding anything to the contrary
                                         set forth herein, the effectiveness of the RSU awards in Sections 6a2 and 6b of this
                                         Agreement shall be subject to the approval by the stockholders of the Company at the
                                         Annual Meeting of Stockholders to be held in 2021 of shares in the Company to support
                                         the awards in Section 6a2, or at such other meeting of the stockholders as the Board
                                         may determine. Upon approval, the equity awards in Section 6a2 of Agreement shall be
                                         deemed effective retroactive to January 1. 2021. In the event the stockholders do not
                                         approve the shares necessary to support the awards in Section 6a2 of the Agreement, then
                                         Sections 6a2 and 6b of the Agreement shall be deemed not to have become effective, but
                                         the remainder of this Agreement shall remain in force in accordance with its terms. The
                                         failure to obtain such approval by the stockholders shall not be deemed to affect in
                                         any way the authority of the Compensation Committee and the Board of Directors with respect
                                         to discretionary matters relating to the compensation of the Executive.



 


		23.	COUNTERPARTS.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         to be an original but all of which together will constitute one and the same instrument.



 






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IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.


 


	INSPIRED ENTERTAINMENT, Inc	 	 
	 	 	 	 
	By:	                  	 	 
	 	 	 	 
	Its:		 	 
	 	 	 	 
	 	 	Date: ______________________, 2020
	A. Lorne Weil	 	



 





 





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