Exhibit 10.15


 


Execution Copy


 







EMPLOYMENT AGREEMENT


 


This Employment Agreement, dated
February 17, 2020 (this “Agreement”), is entered into by and between INSPIRED ENTERTAINMENT, INC., a Delaware
corporation (the “Company”), and BROOKS H. PIERCE (the “Executive”).


 


WHEREAS,
the Company and the Executive are parties to a certain Employment Agreement dated May 1. 2018 between the Company and the Executive,
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
and to enter into this Agreement, and desire to set forth the terms and conditions pursuant to which the Executive will be employed
by the Company;


 


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


 


		1.	EMPLOYMENT. 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 with the Company under this Agreement shall begin on the Commencement
Date and shall (subject to the Sections 2a & b below, 6, and 14 hereof) be for a period of four years, terminating on December
31, 2023 (the “Contract Termination Date”);



 


		a.	This Agreement may be extended for a period of one additional year upon mutual written affirmation of the parties to December
31, 2024;



 


		i.	In the event that the parties do not mutually agree
to extend this Agreement or otherwise extend Executive’s employment, the Agreement will terminate on December 31, 2023 and
Executive will receive the Accrued Benefits described herein and the provisions of Sections 12, 13, 15 and 16 will remain in effect.



 


		b.	For the avoidance of doubt, upon the commencement of this Agreement, the Prior Agreement will no longer be in force and effect
except to the extent that equity granted pursuant to the Prior Agreement that had not yet earned or vested will continue to be
earned and vest on the terms set forth in the equity agreement governing those grants and below.



 


		3.	OBLIGATIONS DURING EMPLOYMENT.



 


		a.	During his employment, the Executive shall:



 


		i.	serve the Company to the best of his ability in the capacity of President and Chief Operating Officer;



 




     


     


    

 


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



 


		iii.	be responsible for operational oversight and management executing the strategy set by the Board of Directors and the Executive
Chairman of the Board;



 


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



 


		v.	do all as is reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Company,
all at the expense of the Company (subject to compliance with Section 13);



 


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



 


		vii.	prior to assuming any position as director, manager, general partner, officer or similar position with of any other business
entity (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement,
the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be
devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless
(i) he shall have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to
it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Sections 3 or 4 hereof, and
(ii) the Board shall have approved such engagement. For the avoidance of doubt those positions disclosed by the Executive during
the term of the Prior Agreement are deemed to have been approved by the Board. 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.	Should the Company give notice to the Executive to terminate this Agreement pursuant to Section 14(b), the Company may, at
any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend
work and/or not to undertake any or all of his duties and may assign other duties to Executive. During any such period where the
Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Section 3(a), the Company:



 


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



 


		ii.	may require the Executive to resign as a director 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), provided, that the Executive shall not be subject to the limitations of Section 4(a)(i) or Section
4(b)(iv) hereof during the notice period.



 


		4.	FURTHER OBLIGATIONS OF THE EXECUTIVE.



 


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



 


		b.	During employment, the Executive:



 


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



 


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



 




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



 


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



 


		5.	REMUNERATION.



 


		a.	The Company shall pay to the Executive during his employment a salary (“Salary”) (which shall accrue from
day to day) at the rate of five hundred thousand U.S. dollars (US$500,000) per year. The Salary shall be payable in twenty-six
(26) equal installments per annum in arrears and shall be subject to review by the Compensation Committee annually but without
any commitment to increase the Salary. For the avoidance of doubt, the Executive’s Salary (as may be increased from time
to time) shall not be decreased during his employment pursuant to this Agreement.



 


		b.	The Executive will, during his 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 within two and one-half months after the later of (i) the end of the applicable
fiscal year, or (ii) the date such bonus amount is determined by the Compensation Committee.



 


		c.	The Executive will, during his 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 be eligible to participate in
any long-term incentive plan (“LTIP”) available to senior executives of the Company.



 


		6.	SPECIAL SIGN-ON EQUITY GRANT.



 


		a.	Upon the effectiveness of this Agreement and in addition to the compensation of the Executive referred to elsewhere in this
Agreement, the Company shall award the Executive two hundred thousand (200,000) RSUs (the “Special Sign-on Equity Grant”),
on the following terms:



 


		i.	Time Based RSUs



 


		1.	An aggregate of up to 100,000 RSUs shall vest as follows:



 


		a.	75,000 RSUs will vest subject to the Service Requirement (defined below) on December 31, 2022; and



 






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		b.	25,000 RSUs will vest subject to the Service Requirement on December 31, 2023.



 


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



 


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



 


		ii.	Adjusted EBITDA Based RSUs



 


		1.	An aggregate of 100,000 RSUs (25% per year) shall be Adjusted EBITDA Based RSUs, which may be earned 25,000 per calendar year
based on the Company’s achievement of annual Adjusted EBITDA Targets (as defined and consistent with the STI program) and
threshold performance levels set each year by the Compensation Committee for the years 2020-2023.



 


		2.	The performance levels for the 2020 portion of the Adjusted EBITDA Based RSUs are 80% of Adjusted EBITDA Target pays no shares
increasing linearly to 100% of Adjusted EBITDA Target pays 100% of 2020 portion.



 


		3.	The 2020-2022 Adjusted EBITDA Based RSUs shall vest, if earned, on December 31, 2022 and the 2023 portion will vest, if earned,
on December 31, 2023.



 


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



 


		b.	For the avoidance of doubt, in the event that the parties extend the term of this Agreement pursuant to Section 2a to December
31, 2024, the Company will award Executive an additional 25,000 Time-based RSUs and an additional 25,000 Adjusted EBITDA Based
RSUs (a total of 50,000 RSUs) which:



 


		i.	will vest on December 31, 2024 except as provided in Section 6c below, provided, however, that the Adjusted EBITDA Based RSUs
will vest based on the Company’s achievement of the annul EBITDA Target (as defined and consistent with the STI program)
and threshold performance level set by the Compensation Committee for 2024.



   


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



 






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		c.	Conditions Relating to Death and Change in Control with Respect to the Special Sign-on Grant. Except as set forth in
subsections (i), (ii) and (iii) hereof, should the employment of the Executive terminate for any reason on or before December 31,
2023, 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, 2023, the estate of the Executive shall receive, in connection
with the Special Sign-on Equity Grant:



 


		1.	Time Based RSUs



 


(i) 25,000 Time Based RSUs for each fully completed
year prior to the date of death but which the Executive has not already received; and (ii) a pro-rated portion of 25,000 Time Based
RSUs pro-rated based on the number of days he lived in the year of his death divided by 365.


 


		2.	Adjusted EBITDA Based RSUs



 


(i) any Adjusted EBITDA Based RSUs that the Executive
earned with respect to any fiscal year prior to the date of his death but which the Executive has not already received, and (ii)
at end of year of death, such percentage of 25,000 Adjusted EBITDA Based RSUs, pro-rated based on the number of days he lived in
the year of his death divided by 365, based upon the Company achieving its EBITDA targets for the year.


 


		ii.	In the event of a Change in Control prior to December 31, 2023, the Executive shall earn, to the extent not already earned:



 


		1.	Time Based RSUs



 


(i) 25,000 Time Based RSUs for each fully completed
year prior to the Change in Control Event; and (ii) 25,000; and (iii) either (x) a percentage of 25,000 Time Based RSUs, pro-rated
based on the number of days prior to the Change in Control Event during such year divided by 365 should such Event occur before
December 31, 2022 OR (y) 0 should such Event occur in 2023; and


 


		2.	Adjusted EBITDA Based RSUs



 


Any Adjusted EBITDA Based RSUs that the Executive earned
for each fully completed year prior to the Change in Control Event, and (ii) 25,000; and (iii) either (x) a percentage of 25,000
Adjusted EBITDA Based RSUs, pro-rated based on the number of days prior to the Change in Control Event during such year divided
by 365 should such Event occur before December 31, 2022 OR (y) 0 should such Event occur in 2023.


 




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		3.	The RSUs in the foregoing clauses shall vest only upon the earliest of December 31, 2023, a Change in Control Termination Event,
or the death of the Executive.



 


		4.	If the Executive shall terminate employment prior to December 31, 2023 pursuant to Section 14.c, and such termination shall
not constitute a Change in Control Termination Event or the death of the Executive, all of the shares under the foregoing clauses
shall be forfeited.



 


		iii.	If this Agreement is extended pursuant to Section 2a, then in the event of the death of the Executive subsequent to December
31, 2023 and prior to December 31, 2024, the estate of the Executive shall receive a pro-rated portion of 50,000 RSUs pro-rated
based on the number of days he lived in the year of his death divided by 365.



 


		iv.	If this Agreement is extended pursuant to Section 2a, then in the event of a Change in Control Event subsequent to December
31, 2023 and prior to December 31, 2024, 50,000 RSUs shall vest only upon the earliest of December 31, 2024, a Change in Control
Termination Event, or the death of the Executive. If the Executive shall terminate employment on or prior to December 31, 2024,
and such termination shall not constitute a Change in Control Termination Event or the death of the Executive, the 50,000 RSUs
shall be forfeited.



 


		7.	WAGE DEDUCTIONS AND WITHHOLDINGS. The Executive hereby authorizes the Company to deduct from his salary or any other sums due
to 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 such federal, state and local
income, employment, or other taxes or contributions as may be required to be withheld pursuant to any applicable law or regulation.



 


		8.	OTHER REIMBURSEMENTS.



 


		a.	Medical Insurance. The Company will secure health insurance for Executive or reimburse such other entity as the Executive may
reasonably direct for health care benefits and insurance, including any fees payable to third party firms which provide access
to such products, the provider/insurer or such other entity provides and/or pays for the benefit of the Executive and his family
during the Executive’s employment hereunder.



 


		b.	Communications Equipment and Service. During the Executive’s employment hereunder, the Company will reimburse the Executive
or such other entity as the Executive may direct for expenses relating to a mobile phone (iPhone or similar device) and any associated
service contract for such mobile phone.



   


		9.	DEATH IN SERVICE. The Company will secure, with cooperation from the Executive, life insurance coverage in an amount
equal to four times Salary, subject always to this level of cover being permitted by the life insurance policy provider, and payable
to such survivor(s) designated by the Executive or Executive’s estate.



 






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		10.	EXPENSES.



 


		a.	The Company shall, during his employment, reimburse the Executive in respect of all reasonable travelling accommodation, entertainment
and other similar out-of-pocket expenses exclusively and reasonably incurred by the Executive in or about the performance of 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 documentation (including receipts,
invoices, tickets and/or vouchers as may be appropriate/required by Company policy.)



 


		c.	During the Executive’s employment hereunder, the Company will reimburse the Executive, or such other entity as the Executive
may direct, for the annual fee of one credit card of the Executive’s choice, which credit card will only be used for expenditures
related to the Executive’s responsibilities.



 


		11.	INCAPACITY.



 


		a.	Subject to his complying with the Company’s procedures relating to the notification and certification of periods of absence
from work, the Executive shall continue to be paid his salary (inclusive of any statutory sick pay or social security benefits
to which he may be entitled) during any period of absence from work due to sickness, injury or other incapacity up to a maximum
of 26 weeks in aggregate in any period of 52 consecutive weeks.



 


		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 Executive by the Company pursuant to this Agreement, he shall account to the Company for any such damages for loss
of earnings recovered (in an amount not exceeding the actual salary paid or payable to Executive by the Company pursuant to this
Agreement in respect of the said period) less any costs borne by 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.



 


		12.	INTELLECTUAL PROPERTY RIGHTS.



  


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



 






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



 


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



 


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



 


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



  


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



 






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



 


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



 


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



 


		13.	CONFIDENTIALITY.



 


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



   


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



  


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


 


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



 






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



 


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



 


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



 


		f.	Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).
Notwithstanding any other provision of this Agreement:



(i) You
will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade
secret that:


   


		(A)	is made (1) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating
a suspected violation of law; or



 


		(B)	is made in a complaint or other document filed under
seal in a lawsuit or other proceeding.



 






    Page 12


     


    

 


		(ii)	If you file a lawsuit for retaliation by the Company for reporting a suspected
violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the
court proceeding if you:



 


		(A)	file any document containing trade secrets under seal; and



 


		(B)	do not disclose trade secrets, except pursuant to court order.



 


		14.	TERMINATION OF EMPLOYMENT.



 


		a.	Termination for Cause.



 


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



 


		1.	the Executive commits any material breach of the terms contained in this Agreement or 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 if
such breach is remediable); or



 


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



 


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



 


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



 


		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.



 




    Page 13


     


    

 


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



 


		b.	Termination at the Discretion of the Company. Except in the case of “Cause”, the Company may at its absolute
discretion elect to terminate the employment of the Executive by giving the Executive not less than 90 days’ written notice
of such termination (the date of such termination, the “Discretionary Notice Termination Date”).



 


		i.	Upon a termination of the Executive’s employment at the discretion of the Company pursuant to this Section 14(b), the
Executive shall receive:



 


		1.	the Accrued Benefits; and



 


		2.	Salary for twelve months (if the termination pursuant to this Section 14(b) constitutes a Change in Control Termination Event,
twelve months increases to 18 months and includes 1.5 times the Target Bonus in effect at the time of termination payable over
the period) following the Discretionary Notice Termination Date and a pro-rated Bonus for the year of termination at Target, payable
in accordance with the Company’s then current payroll practice.



 


		3.	Except for the Equity Award in Section 6 above which will vest in accordance with the terms of that Section 6: 1) any Time
Based RSUs that would have vested in the twelve month period following such termination (payable immediately); 2) any earned EBITDA
Based RSUs that would have vested in the twelve month period following such termination (payable immediately); and 3) in the first
quarter following the year of such termination, any additional EBITDA Based RSUs that are earned based on achievement of that year’s
performance criteria and would have vested in the twelve month period following such termination; ALL subject to any applicable
clawback provisions.



 


		c.	Termination by the Executive for Good Reason.



 


		i.	The Executive may terminate Executive’s employment at any time for Good Reason by giving written notice to the Company
of Executive’s 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.



 






    Page 14


     


    

 


		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 (provided, however, that this does not include Executive being expected to
perform a portion or even a majority of Executive’s duties in locations other than Executive’s principal office); or
(D) a material breach of this Agreement by the Company. For the avoidance of doubt, if the parties mutually agree to extend this
Agreement pursuant to Section 2a for an additional year to December 31, 2024, the hiring or designation of a Chief Executive Officer
who transitions to or replaces the Executive Chairman during that year or thereafter will not constitute “good reason”
under this subsection part (A).



 


		iii.	Upon a termination of the Executive’s employment by the Executive for Good Reason pursuant to this Section 14(c), the
Executive shall receive from the Company the same benefits described in Section 14(b).



 


		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 (where possible) the estate shall comply with the provisions
of clause (e) below to the extent requested by the Company.



 


		e.	Upon the termination of 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 Executive’s 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 Executive’s possession or under Executive’s control;



   


		ii.	shall at the request of the Board immediately resign without claim for compensation from any office held by 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 Executive’s failure to do so the Company is hereby irrevocably authorized to appoint some person in Executive’s
name and on Executive’s 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.



 






    Page 15


     


    

 


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



 


		15.	ARBITRATION. The parties agree that all claims, disputes, and/or controversies arising under this Agreement and/or related
to the Executive’s employment hereunder or the termination of such employment (whether or not based on contract, tort or
upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment
Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act, and/or the Americans
with Disabilities Act), shall be resolved exclusively through mediation/arbitration by JAMS, in the County of New York in the State
of New York, in accordance with the JAMS Rules and Procedures for Mediation/Arbitration of Employment Disputes; provided, however,
that in the event that the Company alleges that the Executive is in breach of any of the provisions contained in Section 4, 12,
13 or 16 of this Agreement, the Company shall not be exclusively required to submit such dispute to mediation/arbitration. In such
event, the Company may, at its option, seek and obtain from any court having jurisdiction, injunctive or equitable relief, in addition
to pursuing at arbitration all other remedies available to it (including without limitation any claims for relief arising out of
any breach of Section 4, 12, 13 or 16 of this Agreement). In the event that the Company chooses to bring any such suit, proceeding
or action for injunctive or equitable relief in an appropriate court, the Executive hereby waives Executive’s right, if any,
to trial by jury, and hereby waive Executive’s right, if any, to interpose any counterclaim or set-off for any cause whatever
and agree to arbitrate any and all such claims.



 


		16.	Restrictive Covenant.  You acknowledge and recognize the highly competitive nature of the businesses of the Company
and its subsidiaries and affiliates and accordingly agrees as follows:



 


		a.	During your employment with the Company and for a period of one (1) year from the date of termination of your employment for
any reason (the “Restriction Period”), you shall not, in in any geographic area in which such business was so
conducted by the Company or any of its affiliates, directly or indirectly, either as principal, agent, employee, consultant, partner,
officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or
otherwise engage or participate in any manner or fashion in the business of (i) creating, supplying and distributing real money,
social and/or virtual gaming, gambling and betting content, games and systems for lotteries, gaming and/or betting operators and
retail customers, worldwide, distributed and/or accessible through physical locations and using online means and/or mobile devices,
and (ii) providing 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, betting and lottery content, video lottery terminals,
ticket dispensing apparatus and distributing 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
other business(s) of the Company from time to time or those parts of the business(es) of the Company and any Group Company with
which you were involved to a material extent in the six months before Termination.



 






    Page 16


     


    

 


		b.	In addition to, and not in limitation of, the provisions of Section 16(a), you agree, for the benefit of the Company and its
affiliates, that during the Restriction Period, you shall not, directly or indirectly, either as principal, agent, employee, consultant,
partner, officer, director, shareholder, or in any other individual or representative capacity, on your behalf or any other person
or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly,
any person who is, or during the six months prior to the termination of your employment with the Company was, an employee or agent
of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith, or (ii) hire or
engage any person who is, or during the six months prior to the termination of your employment with the Company was, an employee,
agent of or consultant to the Company or any of its affiliates.



 


		c.	You understand that the provisions of this Section 16 may limit your ability to earn a livelihood in a business similar to
the business of the Company but you nevertheless agree and hereby acknowledge that (i) such provisions do not impose a greater
restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain
reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general
public, (iv) such provisions are not unduly burdensome to you, and (v) the consideration provided hereunder is sufficient
to compensate you for the restrictions contained in this Section 16.  In consideration of the foregoing and in light
of your education, skills and abilities, you agree that you shall not assert that, and it should not be considered that, any provisions
of Section 16 otherwise are void, voidable or unenforceable or should be voided or held unenforceable.



 


		d.	It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Section 16
to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other
restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not
be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds
that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not affect the enforceability of any of the other restrictions contained herein.



  


		e.	In the event that you violate any of the restrictive covenants set forth in Sections 16(a) or 16(b), in addition to any other
remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant
to any applicable equity award agreement, all outstanding stock options to purchase shares of Inspired common stock and other unvested
equity awards granted to you shall be automatically forfeited effective as of the date on which such violation first occurs.



 






    Page 17


     


    

 


		17.	PARACHUTE PAYMENTS.



 


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



  


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



 


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



 






    Page 18


     


    

 


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



 


		18.	NOTICES.



 


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


 


		(a)	If to the Company:



 


Inspired Entertainment, Inc.

250 West 57th Street, Suite 2223


New York, New York 10107


Attention: Secretary


Telecopy:


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



Douglas Ellenoff, Esq.

Ellenoff Grossman & Schole LLP

11345 Avenue of the Americas

New York, NY 10105

Telecopy: (212)370-7889


 






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		(b)	If to the Executive:



 


Brooks H. Pierce


c/o Inspired Entertainment, Inc.

250 West 57th Street, Suite 2223


New York, New York 10107

Email: brooks.pierce@bhpgroup.net


 


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


 


		19.	MISCELLANEOUS.



 


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



 


		b.	Any benefits provided by the Company to the Executive or Executive’s 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.



 


		20.	SECTION 409A.



 


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



  


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



 






    Page 20


     


    

 


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



 


		d.	All reimbursements for expenses under Section 8 of this Agreement shall be paid in no event later than the end of the calendar
year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides
for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible
for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year.



 


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



 


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



 


		21.	DEFINITIONS AND INTERPRETATION.



 


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



 


		i.	“Board” means the Board of Directors of the Company;



   


		ii.	“Change in Control” shall be deemed to have occurred if:



 


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



 






    Page 21


     


    

 


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



 


		3.	there is consummated a transaction or series of related transactions which results in the sale or transfer of all or a majority
of the assets of the Company and its subsidiaries taken as a whole (determined based on value);



 


provided, however, that, solely to the extent necessary
to comply with, or avoid adverse tax consequences under, Code Section 409A, none of the foregoing events shall be deemed to be
a “Change in Control” unless such event constitutes a “change in control event” within the meaning of Code
Section 409A;


 


		iii.	“Change in Control Termination Event” means the Executive’s employment or other services are terminated
at the discretion of the Company pursuant to Section 14(b) hereof or by the Executive for Good Reason pursuant to Section 14(c)
hereof, in either case within the twelve (12) month period immediately following a Change in Control.



 


		iv.	“Code” means the U.S. Internal Revenue Code of 1986, as amended;



  


		v.	“Compensation Committee” means the compensation committee of the Board;



 


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



 


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



 






    Page 22


     


    

 


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



 


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



 


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



 


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



  


		f.	The substantive laws of the State of New York in the United States shall govern this Agreement. Executive acknowledges that
there is no adequate remedy at law for any breach or threatened breach of the provisions of Sections 12 or 13 of this Agreement
and that, in addition to any other remedies to which it or he may otherwise be entitled as a matter of law, the Company shall be
entitled to injunctive relief in the event of any such breach or threatened breach.



 


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



 


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



     


[SIGNATURE PAGE FOLLOWS]


 




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


 





	INSPIRED ENTERTAINMENT, INC.	 
	 	 
	By:	/s/ A. Lorne Weil	 
	Name:	A. Lorne Weil	 
	Title:	Executive Chairman	 
	 	 
	EXECUTIVE	 
	 	 
	/s/ Brooks H. Pierce	 
	Brooks H. Pierce	 




  


 


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