Exhibit 10.19


 


WITHOUT
PREJUDICE


 


Dated
21 September 2017


 


Inspired
Gaming (UK) Ltd


 


-
and -


 


David
G Wilson


 


SETTLEMENT
AGREEMENT 


 






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This
AGREEMENT is made on 21 September 2017


 


BETWEEN:-


 


		(1)	Inspired
                                         Gaming (UK) Ltd whose registered office is at 3 The Maltings, Wetmore Road, Burton
                                         on Trent, Staffs DE14 1SE (the Company); and



  


		(2)	David
                                         G Wilson (the Employee)



 


Following
discussions regarding the termination of the Employee’s employment with the Company, the Company and the Employee have agreed
as follows: 


 


		1.	The
                                         Employee’s employment with the Company terminated by reason of redundancy on 21
                                         September 2017, at which time the Employee ceased serving as an officer or director of
                                         the Company or any affiliated company (the “Termination Date”).



  


		2.	The
                                         Company will, on the date 14 days from the Termination Date and receipt of the signed
                                         Adviser Certificate:



 


		2.1	pay
                                         to the Employee £280,000, representative of 12 months’ annual salary in lieu
                                         of contractual notice and car allowance; and



  


		2.2	pay
                                         to the Employee an enhanced redundancy payment, as per Inspired policy, of £12,500,
                                         which will be free of tax and national insurance; and



  


		2.3	pay
                                         to the employee the sum of £191,000, in lieu of a bonus payment under the management
                                         program for fiscal year 2017; and



  


		2.4	make
                                         a payment to the Employees’ pension scheme of £20,500; and



  


		2.5	pay
                                         to the employee an ex-gratia sum of £17,500 which shall be free of tax and national
                                         insurance; and



 






     


     


    

 


		2.6	pay
                                         salary and ensure that the Employee receives all contractual benefits up to 30 September
                                         2017 (the “Accrual Date”). For the avoidance of doubt, the Company will also
                                         provide you and your spouse with health care via the Company’s BUPA scheme as is
                                         in place at the relevant time up until the Accrual Date and thereafter for a period of
                                         12 months from the Accrual Date. The Company will also provide you with life insurance
                                         until the Accrual Date and thereafter for a period of 12 months from the Accrual Date
                                         based on the Company’s Group life assurance policy managed by Punter Southall,
                                         subject to: (a) the cover being £1,015,000, subject always to this level of cover
                                         being permitted by the life assurance policy provider and if lower, the maximum amount
                                         that the life assurance policy provider will permit; (b) the cover being limited to £1,015,000;
                                         (b) any exclusions applied by the underwriter of the insurance policy; (c) your compliance
                                         with the rules and requirements of the scheme, including but not limited to any requirement
                                         to undertake medical examinations; (d) the ongoing ability of the Company to provide
                                         such a benefit; and (e) the annual cost to the Company for such cover being no more than
                                         £1827.84 failing which the Company shall immediately pay to the Employee the amount
                                         of £1827.84 in total. Should the underwriter under the existing Group scheme refuse
                                         or be unable to provide a policy then the Company shall be under no obligation to seek
                                         an alternative provider or underwriter of life assurance. In addition, in the event that
                                         the annual cost to the Company is greater than as set out in point (e) above you will
                                         be given the opportunity to pay the difference within 15 days of the date of the provision
                                         of such notice otherwise the Company shall be entitled to terminate the benefit forthwith.
                                         You will be responsible for the payment of any tax or benefit in kind arising or due
                                         as a result of the provision of the BUPA and life insurance benefits set out above, which
                                         the Company may deduct at source; and



  


		2.7	reimburse
                                         the Employee in respect of any properly authorised and approved expenses claims incurred
                                         up to the Accrual Date in accordance with the Company’s policies and the Employee
                                         warrants that he has notified the Company in writing of all unclaimed expenses incurred
                                         prior to the date of this Agreement; and



  


		2.8	pay
                                         direct to the Employee’s legal/tax advisers, provided the Company receives within
                                         14 days of the date of this Agreement an invoice from them (addressed to the Employee
                                         and marked as payable by the Company), their reasonable legal/accountancy fees incurred
                                         solely in connection with advising the Employee on the termination of the Employee’s
                                         employment with the Company, up to a maximum of £2,000 (exclusive of VAT).



  






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		3.	With
                                         respect to the 118,736 Restricted Stock Units (the “First Plan RSUs”) awarded
                                         to the Employee under the Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan
                                         (a copy of which is set forth in Annex C to the Company’s definitive proxy statement
                                         filed with the U.S. Securities and Exchange Commission (the “SEC”) on November
                                         23, 2016) and subject to the terms of an Award Agreement between the Employee and the
                                         Company dated December 29, 2016, this confirms that the First Plan RSUs will continue
                                         to remain assigned to the Employee under the rules of the scheme as set forth in the
                                         Award Agreement for a good leaver termination (i.e., termination without “cause”
                                         by service recipient) and, accordingly, Employee shall be afforded the exact same treatment
                                         at the same time and in the same form, without any additional cost or expense, as any
                                         and all other management participants as regards (without limitation) eligibility for
                                         vesting, stock registration and access to brokerage services, such that the Employee
                                         is not disadvantaged in comparison to other management participants. The Company may
                                         not amend the terms of the First Plan RSUs without the Employee’s prior written
                                         agreement.



 


With
respect to the 22,608 Restricted Stock Units (the “Second Plan RSUs”) awarded to the Employee under the Inspired Entertainment,
Inc. Second Long-Term Incentive Plan (set forth as Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with
the SEC on December 30, 2016) and subject to the terms of the Award Agreement between Employee and the Company dated December
29, 2016, as to which such Units were not eligible to vest until December 23, 2019, the parties hereto mutually agree that all
of Employee’s Second Plan RSUs shall be fully cancelled immediately upon the Termination Date, and, in lieu thereof, Employee
shall receive payment (subject to applicable withholding taxes) of £180,000 in six equal monthly instalments commencing
on 1 October 2017. The Second Plan RSUs and the Award Agreement relating thereto shall be deemed fully terminated in accordance
with the provisions of this Agreement and Employee further acknowledges that under no circumstances shall he be eligible to receive
any other payments or benefits relating to the Second Plan RSUs. If any one of the monthly instalments is not paid by the due
date then the entire balance shall become payable immediately. The Company will indemnify and hold harmless the Employee from
any and all withholdings, taxes, charges, gross ups, costs (including but not limited to legal costs), interest, penalties and
expenses whatsoever that may arise from the Company’s cancellation or failure to cancel the 2nd Plan RSU, or failure to
pay sums due in respect of the same or otherwise howsoever occurring.  


 


		4.	In
                                         consideration of the above:



  


		4.1	the
                                         Employee accepts the terms of this Agreement in full and final settlement of:



 


		4.1.1	the
                                         complaints and/or claims listed at Schedule 2 and any other statutory claim and/or complaint;
                                         and



 


		4.1.2	any
                                         contractual claim; and



 






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		4.1.3	any
                                         other claims



 


which
the Employee has or may have now or in the future against the Company or any Group Company or its or their current or former officers,
(or any of their employees or workers), employees or workers arising out of or in connection with the Employee’s employment
or its termination (whether or not the Employee or the Company could have contemplated such a claim at the date of this Agreement)
but excluding any claim in respect of any accrued pension rights or any breach of the Settlement Agreement or personal injury
claims of which the Employee is currently unaware which the Employee may have relating to his employment with the Company. The
Company confirms that, as at the date of this Agreement, it is not aware of any circumstances relating to the Employee’s
employment with the Company and/or directorship(s) that would give rise to any claim by the Company against the Employee and accordingly
it has no intention as at the date of this Agreement to make any such claim against the Employee; 


 


		4.2	the
                                         Employee confirms that he will continue to be bound by:



  


		4.2.1	the
                                         Employee’s obligations owed to the Company or any other Group Company relating
                                         to confidential information; and



 


		4.2.2	the
                                         Employee’s obligations owed to the Company or any other Group company relating
                                         to restrictive covenants save that clause 18.2 of the Employee’s Service Contract
                                         dated 1 October 2008 (the Service Contract), with effect from the date
                                         of this Agreement shall only apply in respect of SG Gaming, IGT, Novomatic AG, Gauselmann,
                                         Playtech, Betradar, Synot and their Subsidiaries and Affiliates. Affiliate means,
                                         in relation to a company, any Subsidiary or Holding Company of that company, and any
                                         Subsidiary of a Holding Company of that company, in each case from time to time and Subsidiary
                                         and Holding Company shall have the meanings given to them in Section 1159
                                         of the UK Companies Act 2006 (except that for the purposes of the membership requirement
                                         in s1159(1)(b) and s1159(1)(c) a company shall be treated as a member of another company
                                         even if its shares in that other company are registered (i) in the name of its nominee,
                                         or (ii) in the name of a person (or the nominee of that person) who is holding the shares
                                         as security);



 



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		4.3	the
                                         Employee shall not, save as required by law, at any time disclose the terms of this Agreement
                                         (other than to the Employee’s immediate family, professional advisers or HM Revenue
                                         & Customs) or the circumstances surrounding the termination of the Employee’s
                                         employment with the Company including details regarding the negotiations leading to this
                                         Agreement. The Employee may disclose the reason for the termination of his employment.
                                         In addition, the Company shall not disclose the terms of this agreement except as required
                                         by HM Revenue & Customs, its legal advisors or otherwise as required by law or necessary
                                         business practice or is required because of the public disclosure requirements of any
                                         jurisdiction in which the Company is a public reporting or listed company (and any announcement
                                         required in this regard shall be shared with the Employee prior to publication);



  


		4.4	the
                                         Employee undertakes that at any time following the date hereof he will not make and shall
                                         use all reasonable endeavours to prevent the making of any disparaging or derogatory
                                         statements whether or not the statement is true, whether in writing or otherwise concerning
                                         the Company or any Group Company or its or their officers or employees or consultants;



 


		4.5	[Intentionally
                                         deleted];



  


		4.6	except
                                         as otherwise set out in clauses 2 and 3 of this Agreement, the Employee acknowledges
                                         that, except as set out in this Agreement, there are no sums owed to him by the Company
                                         or any Group Company including any payments under any bonus, incentive, commission, share
                                         option or similar scheme and that neither the Company nor any Group Company nor the trustees
                                         of any such scheme is or shall be liable to make any payment or provide him with shares
                                         (not including the First Plan RSUs referred to in paragraph 3) or other benefits under
                                         any such scheme;



  


		4.7	the
                                         Employee undertakes that he will return to Carys Damon at the Company’s London
                                         office on 13 October 2017 all property of the Company in his possession or control, including
                                         all credit, charge and expense cards, notes, correspondence, keys, security passes, papers,
                                         drawings, designs, documents, records, computer disks, computer hardware, computer software
                                         and mobile telephones. The Employee shall be entitled to retain his phone number and
                                         the Company and the Employee shall work together to ensure that this is takes place within
                                         28 days from the Accrual Date.



  






    6 


     


    

 


		5.	The
                                         Employee warrants that:



  


		5.1	to
                                         the extent that he has any of the complaints or the claims listed in Schedule 2 these
                                         have been asserted by him or by his legal adviser on his behalf to the Company prior
                                         to the date of this Agreement;



  


		5.2	except
                                         for those complaints asserted as indicated in clause 5.1 above, the Employee has no other
                                         complaints or claims of any nature against the Company or any Group Company or its or
                                         their current or former officers, (or any of their employees or workers), employees or
                                         workers, under the Equality Act 2010, the Employment Rights Act 1996, the Working Time
                                         Regulations 1998, or any other statutory claim and/or complaint; and



  


		5.3	he
                                         has taken independent legal advice as to the full nature, terms and effect of this Agreement
                                         and in particular its effect on the Employee’s ability to pursue rights before
                                         an employment tribunal and will forthwith provide to the Company a letter in the form
                                         set out in Schedule 1 to this Agreement from the Employee’s legal adviser duly
                                         signed by the Employee’s legal adviser.



  


		6.	the
                                         Employer undertakes that at any time following the date hereof it will not make and shall
                                         use all reasonable endeavours to prevent the making of any disparaging or derogatory
                                         statements whether in writing or otherwise concerning the Employee.



  


		7.	The
                                         adviser was and is Daniel Wise of Osbourne & Wise 160 Fleet Street, London, EC4 2DQ,
                                         a Solicitor of the Supreme Court of England and Wales whose firm holds a contract of
                                         insurance in force or an indemnity provided for members of a professional body covering
                                         the risk of a claim by the Employee in respect of loss arising in consequence of the
                                         advice.



  






    7 


     


    

 


		8.	The
                                         conditions regulating settlement agreements under the provisions of the Equality Act
                                         2010, the Employment Rights Act 1996 and the Working Time Regulations 1998, the Trade
                                         Union and Labour Relations (Consolidation) Act 1992 the Sex Discrimination Act 1975,
                                         the Race Relations Act 1976, the Employment Equality (Sexual Orientation) Regulations
                                         2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality
                                         (Age) Regulations 2006, the Disability Discrimination Act 1995, the Equal Pay Act 1970,
                                         and the National Minimum Wage Act 1998 are satisfied.



  


		9.	The
                                         Employee accepts that the Company (for itself and on behalf of the Group Companies) is
                                         entering into this Agreement in reliance upon the warranties provided by the Employee
                                         in paragraphs 3.5, 3.7 and 4 of this Agreement.



  


		10.	In
                                         this Agreement “Group Company” shall mean any undertaking (other than the
                                         Company) which from time to time is the Company’s subsidiary or its ultimate holding
                                         company or is a subsidiary of the Company’s ultimate holding company. In this clause
                                         the words “subsidiary” and “holding company” shall have the meanings
                                         attributed to them by the Companies Act 2006 and ultimate holding company shall mean
                                         a holding company which is not also a subsidiary.



 


		11.	The
                                         Employee acknowledges that his obligations under this Agreement constitute severable
                                         undertakings given for the benefit of the Company and any Group Company and may be enforced
                                         by the Company on behalf of any of them.



  


		12.	The
                                         Employee has not been induced to enter into this agreement in reliance on, nor has he
                                         been given, any warranty, representation, statement, agreement or undertaking of any
                                         nature whatsoever other than as are expressly set out in this Agreement.



 


		13.	This
                                         Agreement is made without admission of liability on the part of the Company or any Group
                                         Company.



 


		14.	Any
                                         Group Company, officer, employee, worker or shareholder or consultant may enforce and
                                         take the benefit of those clauses of this Agreement in which reference is expressly made
                                         to such Group Companies, officers, employees, workers or consultants subject to and in
                                         accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. No
                                         consent of any such Group Company, director, officer, employee or shareholder or consultant
                                         will be required for the variation or rescission of this Agreement. Except as provided
                                         in this clause, a person who is not a party to this Agreement has no right under the
                                         Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but
                                         this does not affect any right or remedy of a third party which exists or is available
                                         apart from under that Act.



 






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		15.	No
                                         failure or delay by the Company or any Group Company in exercising any remedy or right
                                         under or in relation to this Agreement shall operate as a waiver of the same nor shall
                                         any single or partial exercise of any remedy or right preclude any further exercise of
                                         the same remedy or right or the exercise of any other remedy or right.



 


		16.	If
                                         any provision of this Agreement shall be, or become, void or unenforceable for any reason
                                         within any jurisdiction, this shall not affect the validity of that provision within
                                         any other jurisdiction or any of the remaining provisions of this Agreement.



 


		17.	This
                                         Agreement and the rights and obligations of the parties shall be governed by and construed
                                         in accordance with the laws of England.



 


		18.	In
                                         the event of any claim, dispute or difference arising out of or in connection with this
                                         Agreement the parties irrevocably agree and submit to the non-exclusive jurisdiction
                                         of the Courts of England.



 


		19.	The
                                         Company agrees with the Employee to provide upon request a written reference in the form
                                         agreed at schedule 3 to this agreement.



  






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This
Agreement is marked “without prejudice” and “subject to contract” but, once signed by both parties, shall
have effect as, and can be relied on as evidence of, a binding agreement. For the avoidance of doubt, this Agreement shall not
be binding unless and until it is signed by both parties. 


 





	Signed:	 /s/ David G Wilson	 
	By:	David G Wilson	 
	Date:	21 September 2017	 
	 	 	 
	Signed:	 /s/
    Stewart Baker	 
	By:	Stewart Baker, for and on behalf
    of the Company	 
	Date:	21 September 2017	 




 






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SCHEDULE
1


 


[ON
LEGAL ADVISER’S LETTERHEAD]


 


[Date]


 


Dear
Sirs 


 


We
confirm that:


 


		1.	[insert
                                         name] of this firm, a solicitor holding a current practising certificate, who has
                                         not acted in this matter for Inspired Gaming (UK) Ltd or any associated employer, has
                                         advised David G Wilson as to the terms of the attached Agreement and in particular as
                                         to its effect on his ability to pursue his rights before an employment tribunal.



  


		2.	This
                                         firm holds a current contract of insurance or an indemnity provided for members of a
                                         professional body covering the risk of a claim by David G Wilson in respect of loss arising
                                         in consequence of the above advice.



  


		3.	The
                                         conditions regulating settlement agreements under the provisions of the Equality Act
                                         2010, the Employment Rights Act 1996 and the Working Time Regulations 1998, are satisfied.



  


Yours
faithfully


 






    11 


     


    

 


SCHEDULE
2


 


List
of claims/complaints 


 


		●	any
complaint of or claim for compensation for unfair dismissal;



 


		●	any
claim for a redundancy payment;



 


		●	any
                                         claim for arrears of wages, salary or bonus (other than as provided for in this Agreement)
                                         and any complaint that an unlawful deduction has been made from her wages contrary to
                                         the Employment Rights Act 1996;



 


		●	any
                                         claim for unlawful detriment under s.48 of the Employment Rights Act 1996;



 


		●	any
                                         other claim or complaint under the Employment Rights Act 1996 in relation to his/her
                                         employment with the Employer and/or the termination thereof;



 


		●	any
                                         claim arising from s.146 of the Trade Union and Labour Relations (Consolidation) Act
                                         1992;



 


		●	any
                                         other claim or complaint under the Trade Union and Labour Relations (Consolidation) Act
                                         1992;



 


		●	any
                                         complaint of or claim for compensation for wrongful dismissal, breach of contract (including
                                         a complaint that less notice has been given than that required by the Employee’s
                                         contract) or for pay in lieu of notice;



 


		●	any
                                         claim for discrimination, direct or indirect discrimination, harassment or victimisation
                                         because of or related to sex, marital or civil partnership status, pregnancy or maternity
                                         (including discrimination under Section 18 of the Equality Act 2010) or gender reassignment
                                         (including discrimination under Section 16 of the Equality Act 2010) under the Equality
                                         Act 2010 and/or direct or indirect discrimination, harassment or victimisation on grounds
                                         of or related to sex, marital or civil partnership status, gender reassignment, pregnancy
                                         or maternity under the Sex Discrimination Act 1975;



 






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		●	any
                                         claim for direct or indirect discrimination, harassment or victimisation because of or
                                         related to race under the Equality Act 2010 and/or direct or indirect discrimination,
                                         harassment or victimisation on grounds of or related to colour, race, nationality or
                                         ethnic or national origin under the Race Relations Act 1976;



 


		●	any
                                         claim for direct or indirect discrimination, harassment or victimisation because of or
                                         related to disability, discrimination arising from disability, or failure to make adjustments
                                         under the Equality Act 2010 and/or direct discrimination, disability-related discrimination,
                                         harassment or victimisation on grounds of or related to disability or failure to make
                                         adjustments under the Disability Discrimination Act 1995;



 


		●	any
                                         claim for direct or indirect discrimination, harassment or victimisation because of,
                                         on grounds of or related to religion or belief, under the Equality Act 2010 and/or under
                                         regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003;



 


		●	any
                                         claim for direct or indirect discrimination, harassment or victimisation because of,
                                         on grounds of or related to sexual orientation, under the Equality Act 2010 and/or under
                                         regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003;



 


		●	any
                                         claim for direct or indirect discrimination, harassment or victimisation because of,
                                         on grounds of or related to age, under the Equality Act 2010 and/or under the Employment
                                         Equality (Age) Regulations 2006;



 


		●	any
                                         claim in relation to the duty to consider working beyond retirement, under the Employment
                                         Equality (Age) Regulations 2006;



 


		●	any
                                         claim related to a breach of an equality clause or rule or of a non-discrimination rule
                                         under the Equality Act 2010 and/or any claim for equal pay under the Equal Pay Act 1970;



 


		●	any
                                         complaint that the Employer has contravened the Working Time Regulations 1998 or the
                                         Working Time Directive, including any complaint that the Employer has failed to provide
                                         adequate weekly and daily rests or adequate rest breaks or has failed to permit or to
                                         pay for paid holiday entitlement;



 






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		●	any
                                         claim related to a breach of an equality clause or rule or of a non – discrimination
                                         rule under the Equality Act 2010 and/or any claim for equal pay under the Equal Pay Act
                                         1970;



 


		●	any
claim under section 3 of the Protection from Harassment Act 1997;



 


		●	any
                                         claim under the National Minimum Wage Act 1998 or regulations made thereunder;



 


		●	any
                                         claim alleging a contravention of the Part – Time workers (Prevention of Less Favourable
                                         Treatment) Regulations 2000; and



 


		●	any
                                         claim alleging a contravention of the Fixed – Term Employees (Prevention of Less
                                         Favourable Treatment Regulations) 2002;



 





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Schedule
3


 


Agreed
reference


 


21
September 2017 


 


To
Whom It May Concern 


 


David
G Wilson has worked for Inspired Gaming since 06 June 2005, in the position of Chief Operating Officer. 


 


David
was employed as COO of Inspired for 12 years and has been an exceptional executive in all respects who has made a huge contribution
to the growth and international expansion of this high growth technology gaming company. I have no hesitation in recommending
him in the highest terms.


 


David
left Inspired Gaming on 21 September 2017 as a result of redundancy. 


 


We
wish David success in your employ and we are sure you will find that he performs his duties with diligence and professionalism
at all times. 


 


Yours
sincerely


 


Luke
Alvarez 


President
& CEO


 






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