Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement, binding as of the date of the last signature affixed below (the “Agreement”), is entered into
by and between INSPIRED GAMING (UK) LIMITED incorporated and registered in England and Wales with company number 03565640 whose registered
office is at First Floor, 107 Station Street, Burton on Trent Staffs DA14 1SZ and STEWART F.B. BAKER (“Executive”).


 


WHEREAS,
the Company and the Executive are parties to a certain Employment Agreement dated March 23, 2017 as amended on October 25, 2017 (the
“Prior Agreement”); and


 


WHEREAS,
the Company and the Executive have determined, subject to the terms and conditions set forth herein, to terminate the Prior Agreement
(without the need for notice or any payment in lieu of notice) 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; and


 


WHEREAS,
the Company is the main UK operating subsidiary of a U.S. publicly listed company, Inspired Entertainment, Inc (“Parent 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 July 1, 2021 (such date, the “Commencement Date”):


 


		1.	EMPLOYMENT.
                                            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.



 


		2.	COMMENCEMENT
                                            AND TERM. The Executive’s employment under this Agreement will commence on the
                                            Commencement Date and shall continue, subject to the remaining terms of this Agreement, until
                                            terminated by either party giving the other not less than 12 (twelve) months’ written
                                            notice), such notice, if served by the Company not to expire prior to December 31, 2024,
                                            except in the event of termination for cause as set forth below. The Executive’s date
                                            of commencement of continuous employment began on 22 September 2014. Upon the commencement
                                            of this Agreement, the Prior Agreement will no longer be in force and effect. No probationary
                                            period is applicable.



 


		3.	OBLIGATIONS
                                            DURING EMPLOYMENT.



 


		a.	During
                                            their employment, the Executive shall:



 


		i.	serve
                                            the Company to the best of their ability in the capacity of Executive Vice President and
                                            Chief Financial Officer;



 


		ii.	be
                                            responsible for overseeing the company’s reporting and filing obligations with, among
                                            others, the United States Securities and Exchange Commission, and for directing the company’s
                                            overall financial policies, including accounting, budget, credit, insurance, tax, and treasury;



 



    	 



     


    

 





		iii.	faithfully
                                            and diligently perform such additional duties and exercise such powers as the Board of Directors
                                            of the Parent Company (“Board”) may from time to time properly assign
                                            to or confer upon the Executive insofar as such duties and powers are consistent with their
                                            position;



 


		iv.	if
                                            and so long as the Board so directs, perform and exercise such duties and powers on behalf
                                            of the Parent and any subsidiary (as defined in section 1159 of the Companies Act 2006) (“Subsidiary”)
                                            and act as a director or other officer of any Subsidiary of the Parent Company or the Company;
                                            provided, that this Agreement shall not be assigned to any other Subsidiary at any time;



 


		v.	resign
                                            any appointment as a director or officer if requested by the Board of the Parent Company
                                            at any time without any claim for damages or compensation;



 


		vi.	do
                                            all as is reasonably in their 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 13);



 


		vii.	at
                                            all times and in all material respects (A) conform to and comply with (1) any lawful direction
                                            of the Executive Chairman, Chief Executive Officer, if any, and the Board serving a reasonable
                                            business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s
                                            and the Parent 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 Parent Company, Company or any Subsidiary (4) all legal duties imposed
                                            on the Executive including those contained in the Companies Act 2006 and any professional
                                            conduct rules applicable to the Executive, 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



 


		viii.	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) they 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 Sections
                                            3 or 4 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.



 



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		b.	Following
                                            notice to terminate this Agreement being given by the Company or the Executive, 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
                                            their duties and may assign other duties to the Executive. During any such period where the
                                            Executive is required not to attend work and/or not to undertake any or all of their 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 or other officer of the Company and of any
                                            Subsidiary; and



 


		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).



 


		c.	If
                                            the Company exercises its rights under Section 3(b) the Executive shall during any such period
                                            of notice:



 


		i.	not
                                            contact or deal with (or attempt to contact or deal with) any customer, client, supplier,
                                            agent, distributor, shareholder, employee, officer or other business contact of the Company
                                            or the Parent Company or any Subsidiary without the prior written consent of the Board of
                                            the Parent Company;



 


		ii.	not
                                            commence any other employment or engagement (including taking up any directorships or consultancy
                                            services); and


 

		iii.	provide
                                            such assistance as the Company or Parent Company may require to effect an orderly handover
                                            of the Executive’s responsibilities to any individual or individuals appointed by the
                                            Company or Parent Company to take over the Executive’s role or responsibilities.



 


		d.	Though
                                            the Parties acknowledge that Executive is not required to complete any mandatory training
                                            paid for by the Company, Executive will undertake such training as required to maintain any
                                            professional licenses associated with Executive’s position and will take such training
                                            as provided by the Company in furtherance of compliance with the Company’s Code of
                                            Ethics, insider trading policy, anti-corruption policy, whistleblower policy, and human resources
                                            policies.



 


		4.	FURTHER
                                            OBLIGATIONS OF THE EXECUTIVE. During their employment pursuant hereto, Executive:



 


		a.	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
                                            (“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.



 



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		b.	shall
                                            not directly or indirectly procure, accept or obtain for their 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 them) by or on behalf
                                            of the Company or any Subsidiary in violation of Company policies applicable to Gratuities;



 


		c.	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;



 


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



 


		e.	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.



 


		a.	The
                                            Company shall pay to the Executive during their employment an annual salary (“Salary”)
                                            of three hundred and eighty thousand U.S. dollars (US$380,000) per year subject to deductions
                                            for tax and National Insurance contributions beginning January 1, 2022 with Executive’s
                                            salary continuing at the rate set by Prior Agreement through the remainder of 2021.



 


		i.	The
                                            Executive’s salary shall be paid in the U.K. and in GBP (£), and shall be converted
                                            to GBP based on the 30-day FX average for the 30 days preceding January 1 in each year (“Converted
                                            Salary”).



 


		ii.	On
                                            December 31 in each year, the FX average for the year shall be used to reconcile the Converted
                                            Salary as against the annualized conversion of the Salary. If the Converted Salary actually
                                            paid was in excess of the Salary (in USD) on an annualized FX basis then any Bonus payment
                                            due to the Executive shall be reduced according to the difference (whenever the next Bonus
                                            is payable). If the Converted Salary actually paid was less than the Salary (in USD) on an
                                            annualized FX basis then the Executive shall be paid the difference in the following month.



 


		iii.	The
                                            Salary shall be payable in twelve (12) 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 their employment pursuant to
                                            their Agreement.



 



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		b.	The
                                            Executive will, during their employment, have the opportunity to earn an annual bonus of
                                            up to not less than one hundred percent (100%) of Executive’s annual Salary (such amount,
                                            the “Target Bonus”) and a maximum annual bonus of up to two (2) times
                                            the Target Bonus (the “Maximum Annual Bonus”), the amount of such Target
                                            Bonus and the terms thereof 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 as determined
                                            by the Compensation Committee. For the avoidance of doubt, in light of the postponement of
                                            the effective date of Executive’s increase in Base Salary to January 1, 2022, the Executive’s
                                            STIP for 2021 will be calculated on a pro-rated basis as though the new Base Salary were
                                            in effect as of July 1, 2021.



 


		c.	Any
                                            bonus payment will not be pensionable.



 


		d.	The
                                            Executive will, during their employment, be eligible to receive incentive and equity (or
                                            equity-based) compensation and any other benefits to be determined annually by the Compensation
                                            Committee. The Executive shall also eligible to participate in any long-term incentive plan
                                            (“LTIP”) available to senior executives of the Company.



 


		e.	In
                                            light of the delayed effective date for Executive’s increase in Base Salary, Executive
                                            will continue to receive a car allowance paid in GBP in the amount of $19,332 through December
                                            31, 2021 at which time the car allowance will cease.



 


		6.	SPECIAL
                                            SIGN-ON EQUITY GRANT.



 


		a.	On
                                            the day after this Agreement becomes binding and in addition to the compensation of the Executive
                                            referred to elsewhere in this Agreement, the Company shall procure that the Parent Company
                                            award the Executive seventy-five thousand (75,000) RSUs (the “Special Sign-on Equity
                                            Grant”), on the following terms:



 


		i.	Time
                                            Based RSUs



 


		1.	75,000
                                            RSUs will vest subject to the Service Requirement (defined below) 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.



 



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



 


		b.	Conditions
                                            Relating to Death and Change in Control with Respect to the Special Sign-on Grant. Except
                                            as set forth in subsections (i) and (ii) hereof, should the employment of the Executive terminate
                                            for any reason on or before December 31, 2024, any Special Sign-on 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, the estate of the Executive
                                            shall receive a percentage of the Special Sign-on Equity Grant, pro-rated based on the number
                                            of days they served under this agreement until their death divided by 1277.



 


		ii.	In
                                            the event of a Change in Control Event, the Executive shall receive any unvested portion
                                            of the Special Sign-on Equity Grant.



 


		7.	WAGE
                                            DEDUCTIONS AND WITHHOLDINGS. The Executive hereby authorizes the Company to deduct from
                                            Executive’s salary or any other sums due to the Executive 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 any such income or other taxes or contributions as may
                                            be required to be withheld pursuant to any applicable law or regulation.



 


		8.	OTHER
                                            BENEFITS.



 


		a.	Private
                                            Medical Insurance. The Company will provide health care benefits in line with those offered
                                            to senior executives based in the UK.



 


		b.	Pensions.
                                            The Executive is enrolled into the Inspired Gaming Group Flexible Retirement pension scheme
                                            of the Company (or such other, if any, registered pension scheme as they may be invited to
                                            participate in as may be established by the Company (Scheme(s)) subject to the rules of the
                                            Scheme(s) and the tax reliefs and exemptions available from HM Revenue & Customs, in
                                            both cases subject to the Company’s right to vary or discontinue any scheme in place
                                            from time to time). Contributions will be in line with senior managers based in the UK at
                                            no less than the percentage contributed at the Commencement Date and will be made via salary
                                            exchange.



 


		c.	The
                                            Executive will not be entitled to receive a car allowance beginning January 1, 2022.



 


		d.	The
                                            Company will provide the Executive with life insurance based on the Company’s Group
                                            life insurance policy, the cover being four times Salary, subject always to this level of
                                            cover being permitted by the life insurance policy provider.



 



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		e.	On
                                            termination of employment howsoever arising the Executive shall not have any claim for breach
                                            of contract in respect of the loss of any rights or benefits under any share option, bonus,
                                            long term incentive plan or other profit sharing scheme operated by the Company or by the
                                            Parent Company in which the Executive may participate which would otherwise have accrued
                                            during the period of notice to which the Executive is entitled under this Agreement.



 


		9.	EXPENSES.



 


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



 


		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 provided
                                            by the Company providing that such credit card is only used for expenses which the Executive
                                            incurs in the performance of the duties under this Agreement .



 


		10.	PLACE
                                            OF WORK AND WORKING HOURS.



 


		a.	The
                                            Executive’s normal place of work is the Company’s offices at Burton on Trent
                                            or such other place on a temporary or permanent basis as the Company may reasonably require.
                                            The Executive agrees to travel on any business of the Company (both within the United Kingdom
                                            or abroad) as may be required for the proper performance of their duties but unless otherwise
                                            agreed will not be required to work outside the United Kingdom for a continuous period exceeding
                                            of one month.



 


		b.	The
                                            Executive’s normal working hours are 37.50 hours Monday to Friday but the hours of
                                            work may vary. The Executive must work such additional hours and travel within and outside
                                            the United Kingdom as may reasonably be required for the proper performance of their duties.



 


		c.	The
                                            Executive agrees to opt-out of the average maximum weekly working time of 48 hours in regulation
                                            4(1) of Working Time Regulations 1998. The Executive may at any time terminate this opt out
                                            by giving the Company three months’ notice in writing.



 


		11.	HOLIDAYS.



 


		a.	The
                                            Executive shall be entitled to 25 days’ paid holiday in each holiday year plus statutory
                                            bank holidays. The holiday year of the Company runs between 1st January and 31st December.
                                            If the employment commences or terminates part way through a holiday year, the Executive’s
                                            entitlement during that holiday year shall be calculated on a pro-rata basis.



 



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		b.	Holiday
                                            shall be taken at such time or times as shall be approved in advance by the Executive’s
                                            manager. The Executive shall not without the consent of their manager carry forward any accrued
                                            but untaken holiday entitlement to a subsequent holiday year.



 


		c.	The
                                            Executive shall have no entitlement to payment in lieu of accrued but untaken holiday except
                                            on termination. The amount of such payment in lieu shall be 1/260th of the Executive’s
                                            (full-time equivalent) salary for each untaken day of the entitlement for the holiday year
                                            in which termination takes place. No days may be carried forward from the preceding holiday
                                            year for this purpose.



 


		d.	If
                                            on termination the Executive has taken in excess of their accrued holiday entitlement, the
                                            Company shall be entitled to recover from the Executive by way of deduction from any payments
                                            due to the Executive, or otherwise, one day’s pay calculated at 1/260th of the (full-time
                                            equivalent) salary for each excess day.



 


		e.	If
                                            either party has served notice to terminate the Company may require the Executive to take
                                            any accrued but unused holiday entitlement during the notice period or if applicable any
                                            such holiday shall be deemed to be taken.



 


		12.	OTHER
                                            PAID LEAVE.



 


		a.	The
                                            Executive may also be eligible for other paid leave in accordance with the Company’s
                                            policies and procedures as amended from time to time. This paid leave includes maternity
                                            leave, adoption leave, paternity leave and shared parental leave.



 


		13.	INCAPACITY.



 


		a.	Subject
                                            to the Executive complying with the Company’s procedures relating to the notification
                                            and certification of periods of absence from work and the Company’s right to terminate
                                            the Executive’s employment the Executive shall continue to be paid their 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.



 


		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
                                            the Executive by the Company pursuant to this Agreement, they 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 them by the Company pursuant to this Agreement in respect of the
                                            said period) less any costs borne by the Executive 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.



 



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		14.	INTELLECTUAL
                                            PROPERTY.



 


		a.	The
                                            Executive shall give the Company full written details of all Inventions and of all works
                                            embodying Intellectual Property Rights made wholly or partially by the Executive at any time
                                            during the course of their employment which relate to, or are capable of being used in, the
                                            business of any Group Company. The Executive acknowledges that all Intellectual Property
                                            Rights subsisting (or which may in the future subsist) in all such Inventions and works shall
                                            automatically, on creation, vest in the Company absolutely. To the extent that they do not
                                            vest automatically, the Executive holds them on trust for the Company. The Executive agrees
                                            promptly to execute all documents and do all acts as may, in the opinion of the Company,
                                            be necessary to give effect to this clause.



 


		b.	The
                                            Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents
                                            Act 1988 (and all similar rights in other jurisdictions) which the Executive have or will
                                            have in any existing or future works referred to in this clause.



 


		c.	The
                                            Executive hereby irrevocably appoints the Company to be their attorney to execute and do
                                            any such instrument or thing and generally to use your name for the purpose of giving the
                                            Company or its nominee the benefit of this clause. The Executive acknowledge in favour of
                                            a third party that a certificate in writing signed by the Company that any instrument or
                                            act falls within the authority conferred by this clause shall be conclusive evidence that
                                            such is the case.



 


		d.	“Intellectual
                                            Property Rights” means patents, rights to inventions, copyright and related rights,
                                            trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue
                                            for passing off, unfair competition rights, rights in designs, rights in computer software,
                                            database rights, topography rights, rights in confidential information (including know-how
                                            and trade secrets) and any other intellectual property rights, in each case whether registered
                                            or unregistered and including all applications (or rights to apply) for, and renewals or
                                            extensions of, such rights and all similar or equivalent rights or forms of protection which
                                            subsist or will subsist now or in the future in any part of the world.



 





		15.	CONFIDENTIAL
                                            INFORMATION. Without prejudice to the Executive’s common law duties, the Executive
                                            shall not (except in the proper course of their duties, as authorised or required by law)
                                            either during their employment or at any time after termination (howsoever arising):



 


		a.	use
                                            any Confidential Information; or



 


		i.	make
                                            or use any copies; or



 



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		ii.	disclose
                                            any Confidential Information to any person, company or other organisation whatsoever.



 


		b.	The
                                            restriction does not apply to any Confidential Information which:



 


		i.	is
                                            or becomes in the public domain other than through unauthorised disclosure by the Executive;
                                            or



 


		ii.	the
                                            Executive is authorised to use or disclose by the Board of the Parent Company; or



 


		iii.	the
                                            Executive is required to disclose by HM Revenue & Customs; or



 


		iv.	the
                                            Executive is required to disclose by law or is appropriate to disclose to a regulatory body;
                                            or



 


		v.	is
                                            appropriate to disclose to the police in circumstances in which a criminal offence has been,
                                            or is alleged to have been, committed; or



 


		vi.	the
                                            Executive is entitled to disclose under section 43A to 43L of the Employment Rights Act 1996
                                            (whistleblowing provisions) provided that the disclosure is made in an appropriate way to
                                            an appropriate person having regard to the provisions of the Employment Rights Act 1996;



 


provided
that, in the case of any disclosure under sections 15(b)(iii) – (vi) the Executive shall (to the extent permitted by the applicable
laws) notify the Company in advance of the disclosure.


 


		c.	The
                                            Executive shall be responsible for protecting the confidentiality of the Confidential Information
                                            and shall:



 


		i.	use
                                            their best endeavours to prevent the use or communication of any Confidential Information
                                            by any person, company or organisation (except in the proper course of their duties, as required
                                            by law or as authorised by the Company; and



 


		ii.	inform
                                            the Company immediately upon becoming aware, or suspecting, that any such person, company
                                            or organisation knows or has used any Confidential Information.



 


		d.	All
                                            Confidential Information and copies shall be the property of the Company and shall be handed
                                            over to a nominated person by the Executive on termination, or at the request of the Company,
                                            at any time during the Executive’s employment.



 


		e.	Confidential
                                            Information is defined as information (whether or not recorded in documentary form, or stored
                                            on any magnetic or optical disk or memory) relating to the business, products, affairs and
                                            finances of the Company, the Parent Company and any Subsidiaries of the Company or of any
                                            such holding company (“Group Company”) for the time being confidential
                                            to the Company or any Group Company and trade secrets including, without limitation, technical
                                            data and know-how relating to the business of the Company or of any Group Company or any
                                            of their suppliers, clients, customers, agents, distributors, shareholders or management
                                            such as price lists, rental lists, terms of business, customer details and locations that
                                            the Executive create, develop, receive or obtain in connection with the employment, whether
                                            or not such information (if in anything other than oral form) is marked confidential.



 



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		16.	TERMINATION
                                            OF EMPLOYMENT.



 


		a.	Summary
                                            dismissal.



 


		i.	The
                                            employment of the Executive may be terminated by the Company without notice or payment in
                                            lieu of notice with immediate effect if at any time:



 


		1.	in
                                            the reasonably opinion of the Board of the Parent Company the Executive commits any material
                                            breach of the terms contained in this Agreement or of 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
                                            Board of the Parent Company reasonably believes that the Executive is guilty of any willful
                                            negligence or gross or serious misconduct in connection with or affecting the business or
                                            affairs of the Company or any Subsidiary for which they are required to perform duties; or



 


		3.	the
                                            Executive is convicted of, or pleads guilty to, any criminal offence (other than a traffic-related
                                            offense not involving a custodial sentence); or



 


		4.	the
                                            Executive commits or has committed any material breach of this Agreement or the Parent Company’s
                                            Code of Ethics that has a material adverse effect on the Company; or



 


		5.	the
                                            Board of the Parent Company reasonably believes the Executive is guilty of any bribery, corruption,
                                            fraud, dishonesty or conduct tending to bring the Executive, the Company or the Parent Company
                                            or any Subsidiary into disrepute; or



 


		6.	the
                                            Board reasonably believes that the Executive has committed a breach of any legislation on
                                            force which may affect or relate to the business of the Company; or



 


		7.	the
                                            Executive becomes prohibited by law from being or acting as a statutory director.



 


		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.



 



    	11 



     


    

 





		iii.	Upon
                                            a termination of the Executive’s employment pursuant to this Section 15(a), neither
                                            the Parent, 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 benefits 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 including but
                                            not limited to accrued but untaken holiday (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.	Payment
                                            in lieu of notice.



 


		i.	The
                                            Company may at any time (including without limitation after notice of termination has been
                                            given by either party) at its absolute discretion elect to terminate the employment of the
                                            Executive by giving the Executive written notice that it is exercising its right under this
                                            section (the date of such notice being the “PILON Termination Date”) and
                                            that it will make within 45 days the first instalment of a payment in lieu of notice (“Payment
                                            in Lieu”). The Payment in Lieu may be paid in equal monthly instalments until the
                                            date on which the notice period would have expired if notice had been given. The Executive
                                            will be obliged to seek alternative income during this period and to notify the Company of
                                            any income received. Any income received will result in a reduction in the monthly instalment
                                            payments by the corresponding amount (which amount will not be negative).



 


		ii.	A
                                            Payment in Lieu will be equal to the basic Salary for the unexpired period of notice (subject
                                            to deductions required by law). For the avoidance of doubt the Payment in Lieu shall not
                                            include any element in relation to:



 


		i.	any
                                            bonus or commission payments, or payments, rights or benefits under any equity, share option
                                            or short or long term incentive plan or salary sacrifice scheme that might otherwise have
                                            been due had the Executive worked for the Company during the notice period for which the
                                            Payment in Lieu is made, provided, however, that in the event that Payment in Lieu is made
                                            by virtue of notice between the end of the calendar year and payment date for the STIP for
                                            the previous year, Executive will receive the STIP for the previous year when such bonuses
                                            are paid;



 


		ii.	any
                                            payment in respect of benefits which the Executive would have been entitled to receive had
                                            the Executive worked for the Company during the notice period for which the Payment in Lieu
                                            is made; and



 



    	12 



     


    

 





		iii.	any
                                            payment in respect of any holiday entitlement that would have accrued had the Executive worked
                                            for the Company during the notice period for which the Payment in Lieu is made.



 


		iii.	There
                                            shall be no right to receive a Payment in Lieu unless the Company has exercised its discretion
                                            in section 16(b).



 


		iv.	If
                                            the termination pursuant to this Section 15 (unless under section 15(a)) constitutes a Change
                                            in Control Termination Event, the Executive shall receive Salary and Target Bonus from the
                                            PILON Termination Date through notice period, payable in accordance with the Company’s
                                            then current payroll practice.



 


		v.	Any
                                            equity or equity-based award which has not been fully vested as of the PILON 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 (unless employment is terminated under section 15(a)).



 


		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 has cured the condition giving rise to the Good Reason.
                                            Nothing herein shall be deemed to prevent the Company from contesting Good Reason pursuant
                                            to this Section 14(c) 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.



 


		ii.	“Good
                                            Reason” shall mean any of the following: (A) a material reduction in Executive’s
                                            titles, duties or authorities (including reporting responsibilities); (B) a material reduction
                                            in the Executive’s salary; (C) any significant relocation of the Executive’s
                                            principal office; or (D) a material breach of this Agreement by the Company.



 



    	13 



     


    

 





		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:



 


		1.	the
                                            Accrued Benefits;



 


		2.	Salary
                                            from the Good Reason Termination Date through the eighteen (18) months following the Good
                                            Reason Termination Date, payable in accordance with the Company’s then current payroll
                                            practice; and



 


		3.	Target
                                            Bonus for the period set forth in (2) above (based on the year in which the termination occurs)
                                            for the period set forth in (2) above).



 


		iv.	Notwithstanding
                                            subclauses (iii)((1) and (2) above, if the termination pursuant to this Section 14(c) constitutes
                                            a Change in Control Termination Event, the Executive shall receive Salary and Target Bonus
                                            from the Good Reason 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.



 


		v.	Any
                                            equity or equity-based award 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.



 


		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) below to the extent requested
                                            by the Company.



 


		e.	Upon
                                            the termination of their 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;



 



    	14 



     


    

 





		ii.	shall
                                            at the request of the Board immediately resign without claim for compensation from any office
                                            held by the Executive 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, the Company shall provide the Executive
                                            with access to such documents to the extent they are potentially related to the Proceeding.



 


		17.	POST
                                            TERMINATION RESTRICTIONS.



 


		a.	In
                                            order to protect the Confidential Information, trade secrets and business connections of
                                            the Company and each Group Company to which the Executive have access as a result of their
                                            Employment, the Executive covenants with the Company (for itself and as trustee and agent
                                            for each Group Company) that the Executive shall not:



 


		i.	for
                                            12 month(s) after termination of employment with the Company, however caused, solicit or
                                            endeavour to entice away from the Company or any Group Company the business or custom of
                                            a Restricted Customer with a view to providing goods or services to that Restricted Customer
                                            in competition with any Restricted Business; or



 


		ii.	for
                                            12 month(s) after termination in the course of any business concern which is in competition
                                            with any Restricted Business, offer to employ or engage or otherwise endeavour to entice
                                            away from the Company or any Group Company any Restricted Person; or



 


		iii.	for
                                            12 month(s) after termination, be involved in any Capacity with any business concern which
                                            is (or intends to be) in competition with any Restricted Business; or



 


		iv.	for
                                            12 month(s) after termination, be involved with the provision of goods or services to (or
                                            otherwise have any business dealings with) any Restricted Customer in the course of any business
                                            concern which is in competition with any Restricted Business; or



 


		v.	at
                                            any time after termination, represent yourself as connected with the Company or any Group
                                            Company in any Capacity; or



 


		vi.	for
                                            12 months after termination have any dealings with any supplier, partner; or other business
                                            doing business with the Company or any Group Company such that these dealings do or could
                                            cause such other entity to materially adversely affect the terms of business which they have
                                            with the Company or any other Group Company.



 



    	15 



     


    

 





		b.	None
                                            of the post-termination restrictions in this Section shall prevent the Executive from:



 


		i.	holding
                                            an investment by way of shares or other securities of not more than 5% of the total issued
                                            share capital of any company, whether or not it is listed or dealt in on a recognised stock
                                            exchange; or



 


		ii.	being
                                            engaged or concerned in any business concern insofar as your duties or work shall relate
                                            solely to geographical areas where (i) the Executive have had no dealings, (ii) the Executive
                                            have had no responsibility, or (iii) about which the Executive have had no Confidential Information
                                            in the 12 months before Termination or the business concern is not in competition with any
                                            Restricted Business; or



 


		iii.	being
                                            engaged or concerned in any business concern, provided that your duties or work shall relate
                                            solely to services or activities of a kind with which the Executive were not concerned to
                                            a material extent and did not have Confidential Information regarding in the 12 months before
                                            Termination.



 


		c.	If
                                            the Executive receives an offer to be involved in a business concern in any capacity during
                                            Employment, or before the expiry of the last of the covenants in this Section, the Executive
                                            shall give the person making the offer a copy of this Section and shall tell the Company
                                            the identity of that person as soon as possible after accepting the offer.



 


		d.	The
                                            Company and the Executive entered into the restrictions in this clause having had the opportunity
                                            to be separately legally advised.



 


		e.	In
                                            the event that the Company exercises its rights under section 3(b) of this agreement then
                                            any period of notice under that section shall be set off against and therefore reduce the
                                            periods for which the restrictions in section 17(a) apply.



 


		18.	ARBITRATION
                                            



 


		a.	To
                                            the maximum extent allowed by law, any dispute, controversy or claim arising out of or relating
                                            to this Agreement, including any question regarding its breach, existence, validity or termination
                                            or the legal relationships established by this contract or any non-contractual claims (whether
                                            in tort or otherwise), may be referred to and finally determined by arbitration.



 


		b.	It
                                            is agreed that:



 


		i.	the
                                            tribunal shall consist of one arbitrator to be appointed by the parties or, failing agreement
                                            by the parties within 20 days of service of written notice by either party to the other party
                                            requesting agreement to the appointment of an arbitrator, the appointing authority shall
                                            be the London Court of International Arbitration (LCIA)] OR the tribunal shall comprise three
                                            arbitrators. Each party shall appoint an arbitrator, and the two arbitrators so appointed
                                            shall appoint a third arbitrator who shall act as chair of the tribunal. If either party
                                            fails to appoint an arbitrator within 20 days of receiving notice of the appointment of an
                                            arbitrator by the other party, such arbitrator shall, at the request of the other party be
                                            appointed by the London Court of International Arbitration (LCIA). If the two arbitrators
                                            appointed in accordance with the above provisions fail to agree upon a third arbitrator within
                                            10 days of the appointment of the second arbitrator, the third arbitrator shall, at the request
                                            of either party, be appointed by the LCIA.



 



    	16 



     


    

 





		c.	the
                                            seat of the arbitration shall be London and the law governing this arbitration agreement
                                            shall be English law.



 


		19.	DATA
                                            PROTECTION.



 


		a.	the
                                            Executive confirms that they have read and understand the data protection policy and Employee
                                            Privacy Notice of the Company, a copy of which is available from HR. The Company is entitled
                                            to make changes to its data protection policy and Employee Privacy Notice, but will notify
                                            employees in writing of any such changes.



 


		b.	the
                                            Executive shall comply with the data protection policy when processing personal data in the
                                            course of employment including personal data relating to any employee, customer, client,
                                            supplier or agent of any Group Company.



 





		20.	COMPANY
                                            RULES AND PROCEDURES.



 


		a.	There
                                            are no collective agreements in force which affect the terms and conditions of the Executive’s
                                            employment.



 


		b.	The
                                            Executive is required at all times to comply with the rules, policies and procedures set
                                            out in the Company Code of Ethics, Staff Handbook, and any other policies or procedures of
                                            the Company as amended from time to time.



 


		c.	The
                                            disciplinary procedure is contained in the Staff Handbook. For the avoidance of doubt, this
                                            procedure is not contractual.



 


		d.	The
                                            Executive must refer any grievance they may have about their employment, or an appeal in
                                            connection with any disciplinary decision relating to the Executive, to the Executive Chairman
                                            of the Board in writing in the first instance.



 


		e.	The
                                            Board has the right to suspend the Executive from their duties on such terms and conditions
                                            as the Board determines for the purpose of carrying out an investigation into any allegation
                                            of misconduct or negligence or an allegation of bullying, harassment or discrimination against
                                            the Executive, and pending any disciplinary hearing. During any period of suspension, the
                                            Company will continue to pay the Executive such Salary and provide all such other contractual
                                            benefits as the Executive would have been entitled to if not suspended.



 



    	17 



     


    

 





		21.	NOTICE.



 


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



 


		(a)	If
                                            to the Company:



 


Inspired
Gaming (UK) Limited


First
Floor


107
Station Street


Burton
on Trent


Staffs
DA14 1SE


Attention:
General Counsel


 


		(b)	If
                                            to the Executive:



 


Stewart
F.B.Baker


First
Floor


107
Station Street


Burton
on Trent


Staffs
DA14 1SE


 


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 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.


 


		22.	MISCELLANEOUS.



 


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



 


		b.	Any
                                            benefits provided by the Company to the Executive or their 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.



 


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



 


		d.	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.



 



    	18 



     


    

 





		e.	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 they
                                            have 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.



 


		f.	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.



 


		23.	DEFINITIONS
                                            AND INTERPRETATION.



 


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



 


		i.	“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 Parent Company’s then outstanding voting securities;



 


		2.	there
                                            is consummated a merger or consolidation of the Parent 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 Parent 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 Parent Company representing 50%
                                            or more of the combined voting power of the Parent Company’s then outstanding securities;
                                            or



 



    	19 



     


    

 





		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 Parent Company and its subsidiaries
                                            taken as a whole (determined based on value).



 


		ii.	“Change
                                            in Control Termination Event” means the Executive’s employment or other services
                                            are terminated by the Company or the Parent Company (unless under Section 15(a))or by the
                                            Executive for Good Reason pursuant to Section 15(c) hereof, in either case within the twelve
                                            (12) month period immediately following a Change in Control.



 


		iii.	“Compensation
                                            Committee” means the compensation committee of the Board of the Parent Company;



 


		iv.	“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;



 


		v.	“Restricted
                                            Business” means the business of gambling and lottery services, server-based gaming,
                                            virtual sports betting, electronic table gaming, licensing of gaming software, sale, rental
                                            and lease of gaming machines and equipment, provision of betting and lottery content, video
                                            lottery terminals, ticket dispensing apparatus and distribution of betting and lottery content
                                            online or via mobile, remote and field support and development related to the provision of
                                            the aforementioned and anything ancillary which is materially similar to such goods and services
                                            and any other business of the Company from time to time or those parts of the business of
                                            the Company and any Group Company with which the Executive was involved to a material extent
                                            in the six months before termination.



 


		vi.	“Restricted
                                            Customer” means any firm, company or person who, during the six month(s) before
                                            Termination, was a customer or prospective customer of or was in the habit of dealing with
                                            the Company or any Group Company with whom the Executive had contact or management responsibility
                                            for or about whom the Executive became aware or informed in the course of your employment
                                            or regarding whom the Executive had access to confidential information.



 



    	20 



     


    

 





		vii.	“Restricted
                                            Person” means anyone employed or engaged by the Company or any Group Company at
                                            a management level or in a sales, business development, finance, IT operations or development
                                            role who could materially damage the interests of the Company or any Group Company if they
                                            left their employment or were involved in any Capacity in any business concern which competes
                                            with any Restricted Business and with whom the Executive dealt or had personal contact within
                                            the six month(s) before Termination in the course of your employment but excluding anyone
                                            employed solely in an administrative, clerical or unskilled manual role.



 


		24.	COUNTERPARTS.
                                            This Agreement may be executed in any number of counterparts, each of which, when executed
                                            and delivered, shall be an original, and all the counterparts together shall constitute one
                                            and the same instrument.



 


		25.	GOVERNING
                                            LAW. This Agreement and any dispute or claim arising out of or in connection with it
                                            or its subject matter or formation (including non-contractual disputes or claims) shall be
                                            governed by and construed in accordance with the law of England and Wales. Subject to Section
                                            18 the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of
                                            England and Wales over any claim or matter arising under or in connection with this Agreement
                                            or its subject matter or formation (including non-contractual disputes or claims).






 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 


	Signed
    by for and on behalf of Inspired Gaming (UK) Limited	 	/s/
                           Brooks H. Pierce



 


Date:
August 3, 2021


 


	Signed
    by the Executive	 	/s/ Stewart Baker

     

    Date:
    August 3, 2021



 



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