Exhibit 10.26


 


 


 


 


 


 


  


WHITE
LABEL SERVICES AGREEMENT


 


BETWEEN:


 


EGG
N.V.


 


AND


 


Vie
Esports Services B.V.


 


 


 


 


 


 


 











    Page 1 of 26


     


    

 


This
White Label Services Agreement (the “Agreement”) is entered into as of this 12th day of December
2019, by and between:


 


EGG
N.V. (“EGG”), a company duly incorporated and acting in accordance
with the laws of Curacao, with registration number 146415(0), having its registered office at E-Heelsumstraat 51, E-Commerce
Park, Curacao, of the first part; and


 


Vie
Esports Services B.V. (the “Partner”), a company organized under the laws of Curacao with offices
at Kaya Richard J. Beaujon Z/N, Curacao of the second part.


 


(jointly
the “Parties” and separately a “Party”)


 


WHEREAS:


 


		A.	EGG
                                         has developed information technology (“IT”) software and systems in order
                                         to run remote gambling business activity on behalf of third parties; and



 


		B.	EGG
                                         is a company lawfully holding a sub-license for remote gambling operations #8048/JAZ2018-022,
                                         issued by Antillephone N.V., to exploit Games of Chance on the international market via
                                         Internet.



 


		C.	The
                                         Partner wishes to engage EGG to provide certain services as specified herein in relation
                                         to remote gambling facilities in accordance with the terms and conditions of this Agreement.



 


IT
IS AGREED THAT:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1.	In
                                         this Agreement, the following words and phrases shall (unless the context otherwise requires)
                                         have the meanings set out beside them:



 


“Additional
Services” means additional services which EGG may provide to the Partner, beyond those specified in this Agreement,
as may be agreed upon by the Parties from time to time in writing.


 


“Affiliate”
means any person or entity (whether incorporated or not) controlled by, controlling, or in common control with any Party hereto,
as the case may be. A person or entity shall be deemed to control another entity if a) fifty percent (50%) or more of such another
entity is owned directly or indirectly by said person or entity, and/or b) it possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other entity, whether through ownership of voting securities
or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.


 


“Affiliate
Marketing Platform” means an IT system comprising of backend and frontend elements enabling the full management of an
Affiliate Marketing Program with features including but not limited to tracking marketing campaigns marketing to Partner Customers,
access to statistics regarding Partner Customers, reporting, commissions payable to referrers of Internet users to the Partner
Offering, and communication tools enabling the Partner to communicate with those referrers.


 






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“Affiliate
Marketing Program” means a type of performance-based
marketing in which an affiliate is paid a predetermined
fee for each visitor or customer referred by that affiliate to the Partner Offering by the affiliate's own marketing efforts.
For avoidance of any doubt: an affiliate in this definition is not to be confused with Affiliate.


 


“Applicable
Legislation” means all applicable legislation, regulations, and other laws and any and all decisions, directives, requirements,
orders and codes of practice, guidelines and recommendations issued by any Governmental Authority, in each case as enacted and
in force from time to time, with respect to and in connection with the subject matter and scope of this Agreement .


 


“Associated
Person” means any employee, director, shareholder, agent, corporation, partnership, joint venture, trust, unincorporated
association or organisation, employed by, acting for or otherwise associated with or affiliated to a party hereto, as the case
may be, including any marketing affiliates.


 


“Business
Day” means a day which is not a Saturday or a Sunday, nor a bank or public holiday in Curacao.


 


“Casino
Games” means games of chance the outcome of which is dependent on random number generators, including roulette, blackjack,
etc. and for greater certainty does not include the games referenced in subsection (i), (ii), or (iv) of the definition of “Games”
below.


 


“Commencement
Date” means the date of this Agreement.


 


“Competing
Enterprise” means any individual, partnership, corporation, joint venture, or other legal entity of any nature competing
directly or indirectly with EGG with respect to the development of information
technology (“IT”) software and systems in order to run remote gambling business activity on behalf of third
parties.


 


“Customer”
means any person who successfully completed or completes the registration process the Website enabling him to play the Games.


 


“Customer
Information” means any data relating to Customers or their Transactions, whether provided to EGG or any member of the
EGG Group, including without limitation, names, addresses, email addresses and any and all other personally identifiable information
obtained or accrued by EGG or any member of the EGG Group, as a result of or in connection with the Customer’s or their
use of the Software or the Games played by them.


 


“Customer
Support Services” means EGG Group customer support services as further described in Schedule 2.


 


“Data
Protection Legislation” means all applicable laws and regulations relating to the processing of Personal Data, including
national legislation implementing the Data Protection Regulation (Regulation EU 679/2016) and the Directive on Privacy and Electronic
Communications (Directive 2002/58/EC), and any other laws and regulations implementing, derogating from or made under them, and
any orders and codes of practice, guidelines and recommendations issued by the applicable regulatory authorities, and codes of
conduct as applicable, in each case as amended or re-enacted and in force from time to time.


 


“Development
and IT Services” means the design and development services in connection with the Software interface and web design
services related to the Website as well as the other services as further set out in Schedule 2.


 






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“Domain
Name(s)” means the domain name(s) owned by the Partner and/or any Affiliate of the Partner which shall serve as the
unique resource locators for the Website, which shall be the Partner Offering portal for immediate use - vie.gg - with possibly
more websites in the future as may be designated by the Partner and agreed to by EGG from time to time, subject to approval by
the Curacao Regulator.


 


“e-Gaming
Offering” means the Games and all related Services provided by EGG as set forth in this Agreement.


 


“EGG
Group” means EGG, its Affiliates or Associated Persons.


 


“EGG
Group Home-Brand Sites” means ESP.bet


 


“EGG
Group Marks” means the trademarks, service marks, trade, business and domain names associated with the EGG brand or
the marks of any EGG Affiliates, including Askott Entertainment, and EGG Group Home-Brand Sites and its various trading styles
and any other trademarks, service marks and business names, as may be designated from time to time by the Partner but which are
to specifically exclude Partner Brands.


 


“EGG
Group Policies” means all internal policies, rules and procedures which EGG Group may establish and/or modify from time
to time, including, without limitation, all terms and conditions which apply to end-users of the Software, policies relating to
money laundering and codes of conduct relating to the marketing and operation of the Website, provided that EGG Group applies
such policies, rules and procedures to the Partner in the same manner as applied to the customers of the EGG Group Home-Brand
Sites.


 


“EGG
Materials” means EGG’s personnel, facilities, equipment, databases, software, content, trademarks, trade names
and service marks, and other information, documentation or resources of EGG.


 


“Fees”
means the share of Gross Gaming Revenue generated through Customer’s and Partner Customers’ use of the Software through
the Partner Offering which EGG is entitled to retain under this Agreement, calculated in accordance with Schedule 1.


 


“Games”
means games which will be made available via the Software and may be presented to the Player for consumption in either a downloadable
and/or browser web-based (non-downloadable) format, comprising of but not limited to the following: (i) pre-match and live fixed-odds
betting on esports (“Esportsbook”) ; (ii) parimutuel live betting on esports and streamers (“Pool”) ;
(iii) Casino Games (iv) fantasy sports style games; (v) other games as EGG may provide.


 


“Governmental
Authority” means any governmental authority, regulatory body or committee or authority or administrative decision maker
having jurisdiction relating to the subject matter of this Agreement or the parties’ performance under it.


 


“GGR”
or “Gross Gaming Revenue” means, for any period:


 


(a) for
Esportsbook and Pool, is the aggregate amount of Settled Bets minus Winnings minus local taxes,


 


where:


 


“Settled
Bets” means all amounts collected by EGG as bets from Customers of the Esportsbook service, less any amounts in respect
to voided or cancelled bets; and


 






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“Winnings”
means all amounts paid as winnings to Customers of the Esportsbook service.


 


(b)
for Casino Games Real Money Bets minus Real Money Payouts minus Jackpot Changes.


 


where:


 


“Real
Money Bets” means all cash amounts collected by EEG as bets from Customers of the Casino games services, but not including
any the amount of any incentives convertible to real cash provided to Customers or any voided or cancelled bets;


 


“Real
Money Payouts” means all cash amounts paid as winnings to Customers of the Casino games services; and


 


“Jackpot
Changes” means any funds advanced in order to make up a shortfall in the prize jackpot available for a Casino game due
to the lack of sufficient entries to cover the cost of the jackpot.


 


(c)
for fantasy sports style games Real Money Entry Fees minus Real Money Prize Payouts


 


where:


 


“Real
Money Entry Fees” means all cash amounts collected by EEG from Customers of the fantasy sports style games services
but not including any cash for cancelled or voided entries; and


 


“Real
Money Prize Payouts” means all cash amounts paid as winnings to Customers of the fantasy sports style games services.


 


“Net
Gaming Revenue” refers to Gross Gaming Revenue - Bonus Costs - Transaction Costs- Chargebacks 


 


where:


 


“Bonus
Costs” means the costs of any promotional incentives provided to Customers, including but not limited to deposit matches,
“free bets” etc.; 


 


“Chargeback”
means those sums constituting approved and settled credit card transactions which are subsequently refused, debited and charged
back to EGG by the relevant issuing or acquiring bank, or credit card company


 


“Transaction
Costs” means fees imposed on EGG by payment service providers and fees incurred to carry out fraud checks on Players.


 


“Hosting
Services” means hosting the Software on EGG servers located in any jurisdiction deemed compliant by EGG for access by
Internet users, and other hosting and related services to be provided by EGG to the Partner as set forth in Schedule 2.


 


“Intellectual
Property Rights” means pending to be granted or granted patents, trademarks, service marks, trade names, registered
and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), and any applications
for any of the aforesaid, database rights, design rights, know-how, rights in confidential information and any other intellectual
property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist
in any part of the world.


 


“Launch
Date” means the date on which the Partner Offering is first made available to Partner Customers (in at least one of
the languages contemplated under this Agreement) in accordance with Section 4.4 below.


 






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“Marketing
Expenses” means expenses related to sign up bonuses, promotional bonuses, giveaways and any other marketing or promotional
expenses directed at Partner Customers which were notified by the Partner to EGG in writing.


 


“Monthly
Minimum Revenue Guarantee” means the fee set out in Schedule 1 paid by Partner to EGG with respect to
a month where Fees does not at least equate to the minimum amounts listed in Schedule 1.


 


“Partner
Brands” means the trademarks, service marks, trade, business and domain names associated with the Partner or Partner’s
Affiliate(s) brand or owned by the Partner or Partner’s Affiliate(s) and its various trading styles and any other trademarks,
service marks and business names, as may be designated from time to time by the Partner but which are to specifically exclude
EGG Group Marks.


 


“Partner
Customer” means end users or players of the Games offered through the Partner Offering but specifically excludes employees,
consultants, officers, directors, agents or Affiliates of Partner.


 


“Partner
Customer Information” means Customer Information related to Partner Customers only.


 


“Partner
Materials” means the Partner’s personnel, facilities, equipment, databases, software, content, domain names, trademarks,
logos, design elements, trade names and service marks, and other information, documentation or resources of the Partner.


 


“Partner
Offering” means the part of the content of the Website provided by the Partner, as well as the advertising, marketing
and promotion services of the Website.


 


“Partner’s
Revenue Share” means the share of the Gross Gaming Revenue generated through Customers’ and Partner Customers’
use of the E-Gaming Offering through the Partner Offering, which the Partner is entitled to receive from EGG, calculated in accordance
with Schedule 1.


 


“Services”
means the Development and IT Services, the Hosting Services, Age Verification and Know-Your-Customer (KYC) checks, security of
data, the Customer Support Services, the Risk Management Services, Payment and Transaction Processing Services and the Additional
Services, jointly and severally.


 


“Software”
means EGG’s and/or EGG Group’s proprietary software by which the e-Gaming Offering is made available to Customers
and Partner Customers;


 


“Term”
means the period set out in Section 2.2.


 


“Transactions”
means payment transactions using real money, settlements and other transactions of and with Partner Customers.


 


“Transaction
Processing Services” means all services related to handling and processing Transactions, including without limitation
fraud detection and resolution, with the assistance of third party payment processing companies as required.


 


“Website”
means all websites accessed by means of the Domain Name and which shall provide Customers with access to the Software via the
E-Gaming Offering.


 


		1.2.	In
                                         this Agreement (except where the context otherwise requires):



 


		1.2.1.	words
                                         denoting the singular include the plural and vice versa;



 


		1.2.2.	words
                                         denoting any gender include all other genders;



 


		1.2.3.	any
                                         reference to “persons” includes individuals, bodies corporate, companies,
                                         partnerships, unincorporated associations, firms, trusts and all other legal entities;



 


		1.2.4.	any
                                         reference to a party is to a party to this Agreement.



 






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		1.3.	Any
                                         reference to a statute, statutory provision or subordinate legislation shall be construed
                                         as referring to that statute, statutory provision or subordinate legislation as amended,
                                         modified, consolidated, re-enacted or replaced and in force from time to time, whether
                                         before or after the date of this agreement.



 


		1.4.	The
                                         preamble and schedules to this Agreement shall for all purposes form part of this Agreement.



 


		1.5.	Any
                                         reference to a section, sub-section, paragraph or schedule is to the relevant section,
                                         sub-section, paragraph or schedule of this Agreement, unless stated otherwise.



 


		2.	APPOINTMENT
                                         AND TERM



 


		2.1.	In
                                         exchange for the Fees, the Partner hereby appoints EGG to provide to the Partner the
                                         E-Gaming Offering, and EGG hereby agrees and undertakes said appointment and more specifically
                                         to provide to the Partner said E-Gaming Offering, including subscription access to the
                                         E-Gaming Offering to the Partner and provide and make the Games available to the Partner
                                         Customers via the Software through the Partner’s Website and subject to the terms
                                         and conditions set out in this Agreement as well as Transaction Processing Services and
                                         all required Know-Your-Customer identify verifications of Customers to confirm Customer
                                         age, identity, location, and any other Customer data.



 


		2.2.	This
                                         Agreement shall commence on the Commencement Date and shall continue until the end of
                                         thirty-six (36) months from the Launch Date, unless terminated earlier in accordance
                                         with the provisions of Section 13 below (the “Term”).



 


		2.3.	After
                                         the Term, unless one of the Parties ends this Agreement by giving notice to that effect
                                         at least thirty (30) days before the end of the Term, the Agreement shall be automatically
                                         renewed for successive one (1) year terms, renewing for automatically at the end of each
                                         term for an additional one (1) year term without any action required by either party
                                         unless terminated by either Party upon thirty (30) days’ written notice, or terminated
                                         earlier in accordance with the provisions of Section 13 below.



 


		3.	E-GAMING
                                         OFFERING



 


		3.1.	EGG
                                         undertakes (i) to provide the E-Gaming Offering to Partner in accordance with the timings
                                         agreed by the Parties, subject to all Applicable Legislation and EGG Group Policies the
                                         current copy of which is set out in Schedule 3; (ii) to provide Games and Services to
                                         Customers and Partner Customers in accordance with the terms of this Agreement; (iii)
                                         to have and use for such purposes the required assets, resources and employees , and
                                         those of its Affiliates, if necessary; (iv) to be solely responsible for all means and
                                         methods employed in the provision of said E-Gaming Offering, and the parties agree that
                                         EGG will have ultimate control over the manner in which the e-Gaming Offering is provided,
                                         including to which users and in which jurisdictions the E-Gaming Offering is provided.
                                         Notwithstanding the foregoing, the parties agree and acknowledge that:



 


		(a)	Partner
shall be responsible for all marketing and customer service in respect to the e-Gaming Offering.



 


		(b)	Partner
may not offer any “bonuses,” “free plays,” discounts or other incentives Customers or potential Customers
that would have the effect of increasing Bonus Costs without the consent of EGG.



 


		3.2.	The
                                         Games included in the e-Gaming Offering shall comprise only those games available from
                                         time to time, in English agreed upon by both parties, to the Partner’s Customers
                                         playing on the Website, subject, in each case: (i) to ascertainment by EGG of the commercial
                                         viability of the addition to the e-Gaming Offering of any games which were not initially
                                         included therein as at the Launch Date, (ii) to any restrictions under third-party licenses
                                         and receipt of any required third party approvals for making such games available via
                                         the Software, and (iii) to payment by the Partner of all direct set-up and integration
                                         costs associated with such addition as such costs shall be pre-approved by the Partner
                                         in writing.



 






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		3.3.	The
                                         Parties further acknowledge that the scope and level of Services and Games comprising
                                         the e-Gaming Offering may be adjusted by EGG if and to the extent necessary to make such
                                         offering compliant with, and viable under, all Applicable Legislation as it comes into
                                         effect. The parties furthermore agree that EGG may, in its absolute discretion, refuse
                                         to make the Gaming Offering to users from a particular jurisdiction if it believes that
                                         making the Gaming Offering available to such users may conflict with any legislation,
                                         including the Applicable Legislation, or otherwise expose EGG or the Partner to legal
                                         liability or otherwise represent an undue risk to the activities of EGG or its Affiliates
                                         or stakeholders.



 


		3.4.	The
                                         Launch Date shall be agreed upon by the Parties in writing following the Commencement
                                         Date, after completion of a detailed written project scope where requested by EGG, and
                                         in any event shall be after January 15, 2020. In any event, the execution of such plan
                                         shall commence only after the Partner provides EGG with all materials and specifications
                                         required by EGG in order to carry out the Development and IT Services, including, inter
                                         alia, all brand names, logos, domain names, the “look and feel” of the
                                         Website, etc.



 


		3.5.	With
                                         regards to the Development and IT Services, EGG shall:



 


		3.5.1.	provide
Partner with such assistance, information (including, without limitation, the EGG Materials as may be required by Partner from
time to time) and facilities as Partner may reasonably request to enable Partner to perform its obligations under this Agreement;
and



 


		3.5.2	comply
with all Partner’s other commercially reasonable requests and ensure that EGG’s own employees, agents and sub-contractors
comply with its obligations as set out in this Agreement.



 


		3.6.	With
                                         regards to the Development and IT Services, the Partner shall:



 


		3.6.1.	provide
                                         EGG with such assistance, information (including, without limitation, the Partner Materials
                                         as may be required by EGG from time to time) and facilities as EGG may reasonably request
                                         to enable EGG to perform its obligations under this Agreement; and



 


		3.6.2.	comply
                                         with all EGG’s other commercially reasonable requests and ensure that the Partner’s
                                         own employees, agents and sub-contractors comply with its obligations as set out in this
                                         Agreement.



 


		3.7.	EGG
                                         will not be liable for any failure to provide the e-Gaming Offering in accordance with
                                         the timings agreed upon by the Parties where and to the extent such failure is caused
                                         by a delay on the part of the Partner to perform its obligations, due to Force Majeure
                                         or due to any other cause or circumstances out of EGG’s reasonable control.



 


		3.8.	The
                                         e-Gaming Offering will initially be made available in English and any other available
                                         relevant languages to be determined and agreed upon by both parties. The adaptation of
                                         the e-Gaming Offering to any additional languages will be made, in each case, only after
                                         the parties ascertain the commercial viability of such endeavour and subject to both
                                         parties’ agreement on its cost.



 


		3.9.	As
                                         part of the Development and IT Services EGG shall provide certain web design services
                                         for the Website as further set out in Schedule 2 to this Agreement.



 


		3.10.	In
                                         the event that the Partner wishes to provide access the e-Gaming Offering to users of
                                         other Partner services, and the Partner has any liabilities to such users, including
                                         in respect to amounts owing on such users e-wallet balances (the “Liabilities”),
                                         EGG may refuse to provide such users access to the e-Gaming Offering until Partner has
                                         transferred to EGG a sum equal to those Liabilities, or the parties have otherwise reached
                                         an agreement addressing how such Liabilities will be accounted for once such users have
                                         access to the e-Gaming Offering.



 






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		4.	REVENUE
                                         SHARE



 


		4.1.	EGG
                                         shall pay Partner the Revenue Share and shall after payment of Revenue Share be entitled
                                         to EGG’s Fees in accordance with the terms of Schedule 1.



 


		4.2.	In
                                         consideration for providing the E-Gaming Offering and performing all its other obligations
                                         under this Agreement, EGG shall be entitled to Fees in accordance with the terms of Schedule
                                         1, plus any applicable taxes such as VAT or sales tax in the event such tax is applicable
                                         to the Fees.



 


		4.3.	The
                                         Parties accept and acknowledge that the nature of the Agreement between them is for a
                                         profit sharing arrangement based upon the obligations and services undertaken by each
                                         of them. Consequently, the Parties believe that the payments due to each of them under
                                         this Agreement are not chargeable to VAT or any other form of sales tax.



 


		5.	REPORTING,
                                         INVOICING, PAYMENT & AUDIT



 


		5.1.	EGG
                                         shall provide and ensure that the Partner is provided with access to a daily report which
                                         shall specify the total amount of bets settled and the total amount of Gross Gaming Revenue
                                         generated from Customers and Partner Customers during the previous day. Notwithstanding
                                         the foregoing, the Partner acknowledges that such daily reports shall be provided solely
                                         for the purpose of updating the Partner as to the approximate amounts of bets settled
                                         and Gross Gaming Revenue, and the details contained in such reports shall not be binding
                                         on the parties, but EGG acknowledges that such details shall be used by the Partner as
                                         indication for the review of the Preliminary Report by the latter.



 


		5.2.	EGG
                                         shall provide and ensure that the Partner is provided with access to a daily report presenting
                                         the then current data regarding the Partner Customers’ play on the E-Gaming Offering.
                                         EGG shall also provide and ensure that Partner is provided with access to daily reports
                                         relating to Partner Customer Transactions. EGG acknowledges that the aforementioned reports
                                         shall be used by the Partner as indication for the review of the Preliminary Report by
                                         the latter.



 


		5.3.	By
                                         the 15th day of each calendar month during the Term or next Business Day thereafter
                                         (if the 15th is not a Business Day), EGG shall provide the Partner with a
                                         preliminary written report detailing the amount of the Gross Gaming Revenue, Partner’s
                                         Revenue Share, and EGG’s Fees with respect to the previous calendar month (the
                                         “Preliminary Report”). Within three (3) Business Days following receipt
                                         of the Preliminary Report Partner shall review and confirm or disaffirm the data provided
                                         therein in connection with the daily reports provided by EGG as specified above in clauses
                                         5.2 and 5.3. Once the Preliminary Report is confirmed Partner shall promptly provide
                                         EGG with an appropriate invoice in the amount of the Partner’s Revenue Share stated
                                         in the report, and EGG shall be obligated to settle such invoice within five (5) Business
                                         Days of the receipt thereof.



 


		5.4.	The
                                         Preliminary Report detailing the amount of the Gross Gaming Revenue shall be presumed
                                         correct unless proven otherwise by Partner through reasonable evidence (such as proven
                                         by the daily reports provided to Partner in accordance with clauses 5.1. and 5.2. of
                                         this Agreement) within thirty (30) days of receiving the Preliminary Report in which
                                         case EGG shall present Partner with a revised report showing amended Gross Gaming Revenue
                                         and Partner’s Revenue Share data supported by such evidence (the “Revised
                                         Report”). The parties shall resolve any outstanding dispute regarding any reports
                                         referenced in this Article 5 or revenue share payment by arbitration in accordance with
                                         the International Commercial Arbitration Act (British Columbia). The arbitration
                                         shall take place in Vancouver, British Columbia, the number of arbitrators shall be one
                                         (1) and the language of arbitration shall be English. EGG shall pay the Partner’s
                                         Revenue Share set out in a Revised Report instead of the that set out in the Preliminary
                                         Report within the time frame set forth above in section 5.3.



 






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		6.	MARKETING
                                         AND PROMOTION



 


		6.1.	The
                                         Partner undertakes (i) to be solely responsible for marketing the Website to potential
                                         Customers and Partner Customers, with the objective of maximizing their traffic to the
                                         Website and the Gross Gaming Revenue generated thereby and perform all customer service
                                         in respect to Customers, including Partner Customers; (ii) to harness and utilize for
                                         such purpose all of its assets, resources and employees, and those of its Affiliates;
                                         (iii) to be solely responsible for all means and methods employed in such marketing and
                                         promotion and customer service activities; (iv) to bear all costs and expenses in connection
                                         with all marketing and customer service activities (unless otherwise agreed to by both
                                         Parties), and (v) to do so using the Partner Brands, which shall be reasonably different
                                         from EGG Group Marks. Partner may choose to collaborate with EGG on certain marketing
                                         and promotional activities upon EGG’s prior written approval.



 


		6.2.	Partner
                                         shall be responsible for the expenses referenced in 6.1 unless otherwise agreed to in
                                         writing by the parties. EGG may elect to participate in marketing with Partner and, in
                                         such cases, shall be responsible for a proportionate share of the Marketing Expenses
                                         as agreed by the Parties.



 


		6.3.	The
                                         Partner shall base the marketing and promotion of the Website on its own Partner’s
                                         Brands (e.g. brands, logos and trademarks). Upon EGG’s prior written approval,
                                         which may be withheld for any reason, Partner may make limited use of the EGG Group Marks
                                         in accordance with the limited license granted in Section 7.5.



 


		6.4.	The
                                         Partner shall ensure that all of its marketing, promotions, and promotional materials:
                                         (a) are truthful, not misleading and compliant with both Applicable Legislation and EGG
                                         Group Policies; (b) are honest, legal and adhere to all relevant advertising standards
                                         and codes for such activities; (c) shall be prepared with a sense of responsibility both
                                         to the consumer and to society; and, (d) will not target problem gamblers and will not
                                         seek to promote or entice underage gambling.



 


		7.	OWNERSHIP
                                         AND INTELLECTUAL PROPERTY



 


		7.1.	The
                                         Parties acknowledge that EGG, its Affiliates or licensors, as the case may be, shall
                                         at all times remain the sole owners of all Intellectual Property Rights (whether in existence
                                         now or arising at any time in the future) in and to the Software, the Games, the e-Gaming
                                         Offering, the EGG Group Home-Brand Sites, EGG Group Marks, Customer Information and Customer
                                         data, and any and all deliverables delivered pursuant to this Agreement, except to the
                                         extent ownership in any Customer Information and Customer Data is transferred to Partner
                                         or its Affiliate.



 


		7.2.	Partner
                                         Customer Information for the purposes of this Agreement, shall be owned by Partner but
                                         controlled (i.e. ensure its compliance with any and all applicable legislation), managed
                                         and hosted by EGG.



 


		7.3.	The
                                         Parties acknowledge that the Partner, its Affiliates or licensors, as the case may be,
                                         shall at all times remain the sole owners of all Intellectual Property Rights (whether
                                         in existence now or arising at any time in the future) in and to the Partner Materials,
                                         the Partner Brands and the Domain Name part of the content on the Website which is provided
                                         by Partner, games and software developed by Partner (including but not limited to back-office
                                         software) except for content and software provided by EGG. EGG shall be in control of
                                         the DNS settings Domain Name for the term of this agreement.



 


		7.4.	Subject
                                         to the Partner’s entitlement to the Partner’s Revenue Share, the Partner
                                         hereby grants to EGG, its Affiliates and Associated Persons a non-exclusive, royalty-free,
                                         world-wide, non-transferable, non-assignable license during the Term to use the Partner
                                         Materials to such extent and solely for the purpose of EGG performing its obligations
                                         under this Agreement and for no other reason whatsoever, in accordance with any and all
                                         Applicable Legislation as in force from time to time



 






    Page 10 of 26


     


    

 


		7.5.	Subject
                                         to EGG’s entitlement to Fees as specified in Schedule 1, EGG hereby grants to the
                                         Partner, its Affiliates and Associated Persons, a non-exclusive, royalty-free, worldwide,
                                         non-transferable license during the Term (a) to use and market the Software and Games
                                         according to the terms of this Agreement, subject to the restrictions contained herein,
                                         and (b) subject to section 6.3, to use and reproduce the EGG Group Marks solely for the
                                         purposes of marketing and promoting the Website, the Software and the Games, and for
                                         fulfilling the Partner’s obligations under this Agreement, and at all times in
                                         accordance with any and all Applicable Legislation and EGG Group Policies as amended
                                         from time to time. Partner has no right to sublicense or exploit its rights under this
                                         Article 7 without the prior written consent of EGG, which may be withheld for EGG for
                                         any reason.



 


		7.6.	Should
                                         either party become the subject of a claim for infringement of any Intellectual Property
                                         Rights of any third party (including, but not limited to, any infringement by the Partner
                                         of any third party right in relation to the Partner Brands, the Partner Materials or
                                         the Domain Names, or infringement by EGG of any third party right in relation to the
                                         EGG Group Marks, the Games, the Software, the Services or the E-Gaming Offering), the
                                         allegedly infringing party shall, at its own discretion and on the basis of reasonable
                                         commercial considerations, select one of the following remedies:



 


		7.6.1.	procure
                                         for the other party, at no cost to the other party, the right to continue to use the
                                         infringing marks, materials, products or services, as the case may be (the “Infringing
                                         Products”), on terms reasonably similar to the terms set out in this Agreement;
                                         or



 


		7.6.2.	remove
                                         the Infringing Products or replace or modify the Infringing Products in a manner which
                                         makes their use non-infringing.



 


To
avoid doubt, this Section 7.7 below will not apply in the event that the alleged infringement arose, in whole or in part, from
an unauthorized modification, in any way or form, of any component of the Infringing Products by the other party.


 


		7.7.	If
                                         the measures set forth in Section 7.7 do not result in the withdrawal or revocation of
                                         the third party’s claim, the allegedly infringing Party will defend such claim
                                         at its own sole expense, and shall hold harmless and indemnify the aggrieved party against
                                         all liabilities, loss, damages, costs and expenses incurred by it in connection with
                                         such claim, including reasonable attorney fees and the non-infringing Party shall not
                                         be held responsible for any, liabilities, loss, costs, expenses or damages whatsoever
                                         (including reasonable attorney fees) resulting from such claim.



 


		7.8.	Partner
shall at times ensure that its actions or omissions do not devalue or impair the EGG Group Marks. Without limiting the generality
of the foregoing, the Partner shall not engage in any activities, or commit any acts, directly or indirectly, that contest, dispute
or otherwise impair or infringe upon the EGG Group Marks, or incorporate any EGG Group Mark into any trademark or trade name used
by the Partner, unless otherwise contemplated in this Agreement or agreed by the Parties.. The Partner agrees not to register
any trademarks, trade names or symbols similar to or that may be confused with the EGG Group Marks in any jurisdiction. The Partner
also agrees not to register any domain names containing the EGG Group Marks, or that may be confused with the EGG Group Marks.



 


		7.9.	EGG
                                         shall at all times ensure that its actions or omissions do not devalue or impair the
                                         Partner’s Brands. Without limiting the generality of the foregoing, EGG shall not
                                         engage in any activities, or commit any acts, directly or indirectly, that contest, dispute
                                         or otherwise impair or infringe upon the Partner’s Brands, or incorporate any Partner’s
                                         Brand(s) into any trademark or trade name used by EGG. EGG agrees not to register any
                                         trademarks, trade names, names or symbols similar to or that may be confused with Partner’s
                                         Brands in any jurisdiction. EGG also agrees and undertakes not to register any domain
                                         names containing the Partner’s Brands, or that may be confused in any way whatsoever
                                         with Partner’s Brands. 



 






    Page 11 of 26


     


    

 


		8.	CONFIDENTIALITY



 


		8.1.	Each
                                         Party shall keep confidential and shall not disclose to any third party any and all proprietary
                                         information or confidential information disclosed to it by the other party prior to,
                                         on, or after the Commencement Date, or relating to the business, processes, practices,
                                         products, Customers, Partner’s Customers, Partner Customer Information accounts,
                                         finance or contractual arrangements or trade secrets of the other Party and any information
                                         concerning the Services or the substance of any report, recommendations, advice, test
                                         disclosed in relation to the Services (including without limitation the Software and
                                         the Partner’s Customer Information) (“Confidential Information”),
                                         and shall use such Confidential Information solely for the purpose of this Agreement
                                         and the performance of its obligations under this Agreement.



 


		8.2.	Each
                                         Party, as the recipient of Confidential Information from the other Party, agrees that
                                         it will not disclose, provide or otherwise make available any Confidential Information
                                         of the disclosing Party, without the disclosing Party’s prior written consent.
                                         In addition, each recipient Party agrees that it will not:



 


		8.2.1.	use
                                         the disclosing Party’s Confidential Information for any purpose other than and
                                         beyond the scope of this Agreement;



 


		8.2.2.	copy
                                         any part of such Confidential Information or disclose any part of such Confidential Information
                                         to any person other than the recipient Party’s employees, representatives, consultants,
                                         officers, directors, agents or Affiliates, who need the information to perform their
                                         duties under this Agreement;



 


		8.2.3.	reverse
                                         engineer, de-compile or disassemble any of such Confidential Information nor use any
                                         of such Confidential Information for the purpose of reverse engineering, de-compiling
                                         or disassembling the Software; or



 


		8.2.4.	produce
                                         any product nor offer any service of any nature whatsoever based in whole or in part
                                         on such Confidential Information, nor cause or assist any other Person to do so.



 


		8.3.	The
                                         recipient Party's obligations under this Agreement will not apply to any portion of the
                                         disclosing Party’s Confidential Information or any portion thereof that:



 


		8.3.1.	at
                                         the time of disclosure to recipient Party, was in the public domain or subsequently becomes
                                         a part of the public domain through no breach of this Agreement;



 


		8.3.2.	recipient
                                         Party had in its possession at the time of disclosure by the disclosing Party, as established
                                         by written documentation in existence at that time, and that was not acquired directly
                                         or indirectly from the disclosing Party or with knowledge of confidentiality restrictions;
                                         or



 


		8.3.3.	recipient
                                         Party subsequently acquires by lawful means from a third party who is under no obligation
                                         of confidentiality or non-use owed to disclosing Party.



 


		8.4.	If
                                         the recipient Party is legally compelled to disclose any portion of the disclosing Party’s
                                         Confidential Information in connection with a lawsuit or similar proceeding or to any
                                         court, governmental agency or authority, the recipient Party will give the disclosing
                                         Party prompt notice of that fact, including in its notice the legal basis for the required
                                         disclosure and the nature of the Confidential Information that must be disclosed. The
                                         recipient Party will cooperate fully with the disclosing Party in obtaining a protective
                                         order or other appropriate protection relating to the disclosure and subsequent use of
                                         such Confidential Information. The recipient Party will disclose only that portion of
                                         the disclosing Party’s Confidential Information that is legally required to be
                                         disclosed.



 






    Page 12 of 26


     


    

 


		8.5.	The
                                         recipient Party acknowledges that the disclosing Party would have no adequate remedy
                                         at law should Recipient breach its obligations under this Section 8 and agrees
                                         that the disclosing Party will be entitled to enforce its rights under this Section
                                         8 by obtaining appropriate equitable relief including a temporary restraining order
                                         and an injunction.



 


		8.6.	No
                                         press release in respect of the execution of this Agreement or any matters arising therefrom
                                         may be released by either Party without the express written approval of the other Party.



 


		8.7.	Upon
                                         Effective Termination of this Agreement as defined in Section 12.2. below, each Party
                                         will return to the other Party all Confidential Information (including all copies thereof
                                         including ‘copies’ that have been converted to computerized media in the
                                         form of image, data or word processing files either manually or by image capturing) belonging
                                         to or disclosed to it by the other Party, except retaining by the Receiving Party’s
                                         legal counsel one copy thereof solely for purposes of verifying compliance with this
                                         Agreement.



 


		9.	DATA
                                         PROTECTION



 


		9.1.	For
                                         the purposes of this Clause 9, the terms ‘controller’, ‘personal data’
                                         and ‘processing’ shall have the meanings given to them in the Data Protection
                                         Legislation.



 


		9.2.	The
                                         Parties acknowledge that EGG and Partner are each a separate and independent controller
                                         in respect of their processing of personal data in the performance of this Agreement.



 


		9.3.	In
                                         their capacity as a controller, the Parties shall each comply with the Data Protection
                                         Legislation in their performance of their obligations under this Agreement.



 


		9.4.	EGG
                                         shall only process any personal data which it collects or receives under this Agreement
                                         for the purposes of providing the E-Gaming Offering, and for no other purpose.



 


		10.	RECIPROCAL
                                         REPRESENTATIONS AND WARRANTIES BY BOTH PARTIES



 


Each
of EGG and the Partner represents, warrants and undertakes toward the other that:


 


		10.1	it
has the full right, power, legal capacity and authority to perform its obligations under this Agreement, under any and all Applicable
Legislation, subject to regulatory approvals;



 


		10.2.	the
entering by it into this Agreement and the performance thereof, will not conflict with, or breach the terms, conditions or provisions
of, or default under any other agreement or license to which it is a party;



 


		10.3.	there
is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it
which would substantially impair its right to carry on its business as contemplated herein or to enter into or perform its obligations
under this Agreement, or which adversely affect its financial condition or operations;



 


		10.4.	it
shall comply with relevant data protection legislation in relation to all Customer Information and Partner Customer Information
which is personal data (including any sensitive personal data) under any and all Applicable Legislation;



 


		10.5.	it
has obtained and shall maintain any and all regulatory approvals, licenses and consents required for the performance of its obligations
under this Agreement (including, in the case of the Partner, its performance of all marketing and promotional activities and campaigns
in any other markets in which such activities and campaigns are proposed to be carried out), and shall obtain and maintain any
additional regulatory approvals, licenses and consents which may become required for such purpose in the future; and



 


		10.6	it
shall provide all commercially reasonable assistance to the other Party, as the other Party may require from time to time, and
to obtain any relevant regulatory approvals, licenses and consents as the other Party may require for the purposes of this Agreement.



 






    Page 13 of 26


     


    

 


		11.	ADDITIONAL
                                         REPRESENTATIONS AND WARRANTIES BY EACH OF EGG AND PARTNER



 


		11.1.	EGG
further represents and warrants to the Partner that:



 


		11.1.1.	EGG
holds and shall hold at all times during the term of this Agreement and any extension thereof) a valid remote gambling license
issued by the competent Governmental Authority governing the use and operation of the Website, as well as a valid operating license
for such purpose;



 


		11.1.2.	EGG
has obtained and shall maintain at all times (during the term of this Agreement and any extension thereof) any and all regulatory
approvals, licenses, sub-licenses and consents required under any and all Applicable Legislation, for the performance of its obligations
under this Agreement (including, but not limited to the provision by EGG of E-Gaming Offering to Partner), and shall obtain and
maintain any additional regulatory approvals, licenses, sub-licenses and consents which may become required for such purpose in
the future;



 


		11.1.3.	EGG
shall promptly and as required by any and all Applicable Legislation notify the competent Governmental Authority about the white
label URL or domain name that the activities contemplated herein will be delivered from, as well as proceed to any and all necessary
actions as required by Applicable Legislation;



 


		11.1.4.	EGG
is shall have control over the entire content, Services, Games and products presented at and provided by EGG and/or through the
Website;



 


		11.1.5.	EGG
shall operate smoothly and uninterrupted the Website at all times (during the term of this Agreement and any extension thereof)
and shall ensure that the Website operates smoothly and uninterrupted at all times (during the term of this Agreement and any
extension thereof) and is solely responsible for (i) the hosting of the Website, (ii) the payment processing activities, (iii)
the risk management activities, (iv) fraud, anti-money laundering screenings and checks (including preventing terrorist financing,
irregular betting and cheating), (v) KYC and age verification checks, (vi) security of Customer’s details and data.



 


		11.1.6.	EGG
is in full compliance, and shall remain at all times (during the term of this Agreement and any extension thereof) in full compliance,
with any and all Applicable Legislation including, without limitation, gambling activities, know-your-customer rules, fraud and
anti-money laundering rules, prevention of terrorist financing, irregular betting and cheating, marketing regulations, and fair
dealing laws;



 


		11.1.7.	EGG
is a company in good standing under the laws of Curacao.



 


		11.1.8.	EGG
shall operate and perform its obligations under this Agreement without infringing any third-party intellectual property rights;



 


		11.2.	Partner
further represents and warrants to EGG that:



 


		11.2.1.	Partner
is a company in good standing under the laws of Curacao;



 


		11.2.2.	Partner
has obtained and shall maintain any and all regulatory approvals, licenses and consents required for the performance of its obligations
under this Agreement (including, its performance of all marketing and promotional activities and campaigns in any other markets
in which such activities and campaigns are proposed to be carried out), and shall obtain and maintain any additional regulatory
approvals, licenses and consents which may become required for such purpose in the future.



 


		11.2.3.	Partner
shall operate and perform its obligations under this Agreement without infringing any third-party intellectual property rights;



 


		11.2.4.	Partner
is in full compliance, and shall remain at all times (during the term of this Agreement and any extension thereof) in full compliance,
with any and all Applicable Legislation including, without limitation, gambling activities, know-your-customer rules, fraud and
anti-money laundering rules, prevention of terrorist financing, irregular betting and cheating, marketing regulations, and fair
dealing laws



 






    Page 14 of 26


     


    

 


		12.	TERMINATION



 


		12.1.	Either
                                         Party shall be entitled to terminate this Agreement with immediate effect, by written
                                         notice to the other Party, in the event that:



 


		12.1.1.	the
                                         other Party is in material breach of its obligations under this Agreement or any term
                                         of this Agreement, all of which are considered material and of significance or is in
                                         any other breach which either cannot be cured or, if capable of remedy, has not been
                                         remedied within 15 calendar days of written notice from the non-breaching party informing
                                         it of such breach and of the intention of such party to terminate the Agreement in case
                                         such breach is not cured;



 


		12.1.2.	the
                                         other Party performs any action or omission which results in the aggrieved party being
                                         advised by a Governmental Authority that the aggrieved party’s relationship with
                                         such Governmental Authority has been or is about to be compromised by such act or omission,
                                         and the other party fails to remedy such act or omission within 15 calendar days from
                                         the date of being called upon in writing to do so;



 


		12.1.3.	the
                                         other Party contravenes any provision of Applicable Legislation and Data Protection Legislation;



 


		12.1.4.	the
                                         other Party passes a resolution for winding up (otherwise than for the purposes of a
                                         solvent amalgamation or reconstruction) or a court makes an order to that effect, or
                                         becomes or is declared insolvent, or convenes a meeting of or makes or proposes to make
                                         any arrangement or composition with its creditors or has a liquidator, receiver, administrator,
                                         administrative receiver, manager, trustee or similar officer appointed over any of its
                                         assets or ceases, or threatens to cease, to carry on business or suffers an analogous
                                         event anywhere in the world;



 


		12.1.5.	the
                                         other Party permits a judgment to be taken against it, which the aggrieved party can
                                         show will have a material adverse effect on the other party’s ability to perform
                                         its obligations hereunder, and fails within 21 days of the granting of the judgment to
                                         satisfy the judgment, appeal the judgment or apply for its rescission; or



 


		12.1.6.	the
                                         other Party becomes the subject of third party litigation or enforcement proceedings
                                         which are likely to have a material adverse effect on its ability to perform its obligations
                                         hereunder;



 


		12.2.	Upon
                                         notice of termination under Sections 11.1, or upon expiration of the Term as set forth
                                         in Section 2.2. (in each case: “Effective Termination”):



 


		12.2.1.	each
                                         Party shall immediately cease using any Confidential Information of the other Party and
                                         shall return all such Confidential Information and all copies thereof to the other Party
                                         or, upon the other Party’s written request, destroy such Confidential Information
                                         and provide the other Party with a written confirmation of such destruction;



 


		12.2.2.	each
                                         Party shall immediately cease using the trademarks and other material owned by the other
                                         Party;



 


		12.2.3.	each
                                         Party shall return all of the other Party’s materials that are in its or its agents’,
                                         service providers’, or employees’ possession;



 


		12.2.4.	EGG
                                         shall pay Partner within 14 days of Effective Termination, all of the Revenue Share which
                                         had accrued prior to and at the Effective Termination, less any amounts due EGG from
                                         Partner.



 






    Page 15 of 26


     


    

 


		12.2.5.	EGG
                                         shall retain all Fees which have accrued and are due to be paid to EGG prior to the Effective
                                         Termination.



 


		12.3.	In
                                         the event of (i) expiration of the Term under Section 2.2, and/or (ii) termination for
                                         whatever reason whatsoever, either initiated by the Partner or by EGG, EGG shall immediately
                                         cease using all Partner Customer Information and provide to the Partner all Partner Customer
                                         Information, within 14 days of such expiration or termination. Notwithstanding the above,
                                         the rights of termination as a result of breach of contract set out in this Section 11
                                         do not prejudice or limit the rights of the aggrieved party to claim such damages as
                                         it may have suffered as a result of such breach, unless otherwise provided under this
                                         Agreement.



 


		13.	FORCE
                                         MAJEURE



 


		13.1.	If
                                         either Party is prevented or delayed in the performance of any of its obligations under
                                         this Agreement by Force Majeure, that Party shall:



 


		13.1.1.	promptly
                                         serve notice in writing on the other Party specifying the nature and extent of the circumstances
                                         giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate
                                         the effects;



 


		13.1.2.	use
                                         all reasonable endeavours without being obliged to incur any expenditure to mitigate
                                         the effects of Force Majeure and/or bring the Force Majeure event to a close, or to find
                                         a solution by which the Agreement may be performed despite the continuation of the Force
                                         Majeure event;



 


		13.1.3.	have
                                         no liability (subject to service of notice pursuant to this Section 12.1) in respect
                                         of the performance of such of its obligations as are prevented by the Force Majeure events
                                         during the continuation of such events, and



 


		13.1.4.	upon
                                         cessation of the Force Majeure event, use its reasonable endeavors to recommence its
                                         affected operations in order for it to perform its obligations.



 


		13.2.	If
                                         any suspension or delay as a result of Force Majeure continues for a period of 60 days,
                                         then the party who had not declared Force Majeure shall be entitled by written notice
                                         to the other to terminate this Agreement immediately.



 


		13.3.	For
                                         the purposes of this Agreement “Force Majeure” means any cause beyond
                                         the reasonable control of the parties including, without limitation, any of the following:



 


		13.3.1.	act
                                         of God;



 


		13.3.2.	war,
                                         insurrection, riot, civil disturbance, acts or attempted acts of terrorism;



 


		13.3.3.	fire,
                                         explosion, flood, storm;



 


		13.3.4.	theft
                                         or malicious damage;



 


		13.3.5.	strike,
                                         lock-out, or other industrial dispute (whether involving the workforce of the party so
                                         prevented or any other Party), third party injunction;



 


		13.3.6.	national
                                         defense requirements, acts or regulations of national or local governments (including,
                                         without limitation, legislation or other regulation restricting, preventing or otherwise
                                         prohibiting the provision or availability of Internet-based gaming); or



 


		13.3.7.	inability
                                         to obtain essential power, raw materials, labor, malfunction of machinery or apparatus.



 






    Page 16 of 26


     


    

 


		14.	LIMITATION
                                         OF LIABILITY; INDEMNIFICATION



 


		14.1.	EGG’s
total and aggregate liability toward Partner, whether in an action based on contract, tort, warranty or any other legal theory,
shall not exceed (subject only to Applicable Legislation and Data Protection Legislation) the sum of all Fees earned by EGG under
this Agreement in the previous one (1) year, except in the event of negligence or willful misconduct, including fraud or fraudulent
misrepresentation. Furthermore, in no event will either EGG be liable toward Partner for any special, indirect, incidental, punitive
or consequential damages, including damages for loss of profits, business, revenue, economic advantage, data, equipment or network
downtime.



 


		15.	NON-COMPETITION
                                         AND NON-SOLICITATION



 


		15.1.	For
                                         the duration of this Agreement, and for a period of three (3) months following the termination
                                         thereof, the Partner shall not, directly or indirectly, except with prior written approval
                                         by EGG:



 


		(a)	knowingly
                                         solicit any customer of EGG, or attempt to induce any customer of EGG to reduce or curtail
                                         its business with EGG, or knowingly assist any person directly or indirectly to solicit
                                         any customer of EGG, if that solicitation is intended or calculated to obtain the custom
                                         or trade of that customer for a Competing Enterprise; or



 


		(b)	induce
                                         or encourage any employee or contractor of EGG to leave the employment of the EGG or
                                         authorize, assist, approve or encourage any such action by any other person.



 


During
the term of the Agreement, Partner also agrees not to carry on, be in engaged in, advise, lend money to, guarantee the debts or
obligations of, or permit its name to be used or employed by any Competing Enterprise anywhere in the world.


 


Partner
hereby acknowledges that they have reviewed the provisions of section 15 of this Agreement and that they have turned their minds
to the reasonableness of the scope thereof, including the time period, that they have sought legal advice and consultation where
they received explanation of the implications of the said provisions, and that they fully understand the implications of such
restrictive covenants, and that they are entirely satisfied that the provisions of such sections are both necessary and reasonable
for the protection of the legitimate interests of EGG and that they reflect the mutual desire and intent of EGG and the Partner
that such provisions be upheld in their entirety and be given full force and effect.


 


		15.2.	The
                                         Partner hereby acknowledges and agrees that the breach by it of any of the restrictions
                                         set out in this section 17 of this Agreement would cause irreparable harm to EGG which
                                         could not be adequately compensated by damages, and in the event of a breach or a threatened
                                         breach of any of the said provisions, the Partner hereby acknowledges that EGG shall
                                         be entitled to specific performance of this Agreement and to an injunction being issued
                                         against any of the Partner restraining the said party or parties from any breach or further
                                         breach of such restrictions, but this sentence shall not be construed so as to be in
                                         derogation of any other remedy which EGG may have in the event of such a breach or threatened
                                         breach. In order to obtain such relief, it shall not be necessary for EGG to establish
                                         irreparable harm which cannot be satisfied by an award of damages.



 


		16.	GENERAL
                                         



 


		16.1.	Neither
                                         party may assign this Agreement without the other Party’s prior written consent,
                                         which shall neither be unreasonably withheld nor delayed.



 


		16.2.	This
                                         Agreement together with the schedules, appendixes and exhibits attached hereto is the
                                         complete and entire agreement between EGG and the Partner regarding the subject matter
                                         hereof and supersedes all prior agreements or understanding between the two Parties and
                                         each Party acknowledges that it has not relied upon any representation from the other
                                         Party which is not contained in this Agreement in entering into this Agreement.



 






    Page 17 of 26


     


    

 


		16.3.	No
                                         modification or waiver of this Agreement shall bind either Party unless it is in writing
                                         and is signed and accepted by an authorized representative of each Party.



 


		16.4.	Notwithstanding
                                         that the whole or any part of any provision of this Agreement may prove to be illegal
                                         or unenforceable, the other provisions of this Agreement and the remainder of the provision
                                         in question shall remain in full force and effect, and the Parties shall replace such
                                         illegal or unenforceable provision with a provision which is legal and enforceable and
                                         which will reflect to the greatest extent possible the intention of the Parties hereunder.



 


		16.5.	If,
                                         as a result of a requirement of a Governmental Authority, any provision of this Agreement
                                         is deemed to be invalid or unenforceable, the remaining provisions will continue in full
                                         force and effect. The invalid or unenforceable provision shall be replaced by one that
                                         is valid and enforceable, that maintains the commercial terms and the spirit of this
                                         Agreement, and that meets the Governmental Authority’s requirements.



 


		16.6.	The
                                         failure of either Party at any time in enforcing any right or remedy under these terms
                                         and conditions shall not be construed as a waiver of any future or other exercise of
                                         such right or remedy.



 


		16.7.	Any
                                         notice or other document to be given under this Agreement shall be in writing and shall
                                         be deemed to have been duly given if delivered by hand or sent by recorded delivery to
                                         the other Party at their last known address. Any such notice or other documents shall
                                         be deemed to have been received by the addressee 2 Business Days following the date of
                                         dispatch if the notice or other document is sent by post, or on the day of dispatch (if
                                         such day is a Business Day, or otherwise on the following Business Day) if such if the
                                         notice or other document is sent by fax (subject to confirmation of transmission) or
                                         by personal delivery.



 


		16.8.	This
                                         Agreement may be executed in counterparts and by facsimile, each of which shall be deemed
                                         an original, and all of which together shall constitute one and the same agreement.



 


		16.9.	The
                                         Parties do not intend that any term of this Agreement should be enforceable, by any person
                                         who is not a party to this Agreement.



 


[Signature
page to follow.]


 






    Page 18 of 26


     


    

 


		16.10.	This
                                         Agreement shall be governed and construed in accordance with law of Curacao and shall
                                         be subject to the jurisdiction of Curacao, whose jurisdiction shall be exclusive other
                                         than in respect of the enforcement of any judgment, where their authority shall be non-exclusive
                                         and in respect to arbitration regarding the matters set out in section 5.4 of this Agreement.



 


IN
WITNESS WHEREOF the Parties have executed this White Label Service Agreement on the date first written above.


 


For
and on behalf of:


 


	EGG N.V.


	 
	 	 	 
	By:	       	 
	 	 	 
	Title:		 


 


For
and behalf of:


 


	Vie Esports Services B.V.	 
	 	 	 
	By:	       	 
	Gouloud Hammoud	 
	 	 	 
	Title:	Director	 


 






    Page 19 of 26


     


    

 





SCHEDULE
1


 


REVENUE
SHARE


 


		1.	Set-up
                                         Fee



 


Partner
will pay EGG a one-time setup fee of EUR 20,000.00, which shall be payable once the Partner’s E-Gaming Offering is made
available to Partners Customers at Launch Date.  Should a subsequent agreement be reached between EGG and by the Partner
or its affiliates to acquire further EGG assets, Customers, or EGG Materials, within 60 days of the date of this Agreement, EGG
agrees to waive this setup fee.  For clarity, this setup fee will not be collectible by EGG if the Partner proceeds with
acquisition of the EGG Group Home-Brand Sites or its users. 


 


		2.	Monthly
                                         Fixed Fees



 


2.1. Monthly
Minimum Revenue Guarantees


 


2.1.1 Partner
will pay EEG a minimum of € 9,000 per month, plus applicable taxes (the “Monthly Minimum Revenue Guarantee”).


 


2.1.2 In
the event that EGG adds additional Casino Games to the e-Gaming Offering, the Monthly Minimum Revenue Guarantee shall increase
by € 1,000 for each Casino Game added, save for the first two Casino Games added to the e-Gaming Offering.


 


In
a month where the Fees payable pursuant to Section 3 “Revenue Share” below are less than the Monthly Minimum Revenue
Guarantee, Partner will pay EGG the difference between the Revenue Share and the applicable Monthly Minimum Revenue Guarantee,
plus applicable taxes.


 


		3.	Revenue
                                         Share



 


		1.	For
                                         the duration of the Term, EGG shall retain all revenue generated from the Customers and
                                         Partner Customers and will be responsible for paying them their winnings. EGG will then
                                         remit a share of Net Gaming Revenue to Partner, and be entitled to retain their Fees
                                         (plus applicable taxes) in respect to each Game category on a monthly basis according
                                         to the following formula in respect to each “Tier” of Gross Gaming Revenue
                                         set out below. (For clarity, reduced Fees will apply only to the tier in which they are
                                         offered.)



 


“Tier
Fee” = (“Tier GGR”/“Total GGR”) * (“NGR”) * Tier Fee Percentage


 


Where:


 


“Tier
Fee” means the total Fees, in Euro, before taxes, that EGG is entitled to in respect to a given Tier of Gross Gaming
Revenue for a particular month;


 


“Tier
GGR” means the amount of Gross Gaming Revenue to which the Tier applies;


 


“Total
GGR” means the total Gross Gaming Revenue in respect to a Game category for a particular month;


 


“NGR”
means total Net Gaming Revenue in respect to a Game category for a particular month;


 






    Page 20 of 26


     


    

 


“Tier
Fee Percentage” means the percentage of Net Gaming Revenue payable as Fees in respect to a given Tier;


 


By
way of illustration, without limiting the generality of the foregoing, in the event that in a given month, in respect to a particular
Esportsbook game category, Gross Gaming Revenue is € and Net Gaming Revenue is €, the total Fees payable to EGG shall
be calculated as follows:


 


	Tier	 	Calculation	 	Tier
    Fee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Total
    Fees:	 	 


 


		2.	Revenue
                                         Share Ladders by Product



 


EGG
will remit to Partner a portion of the Net Gaming Revenue, as follows, and be entitled to retain the amount of Fees set out below.
In the event taxes are applicable to the Fees such taxes shall be paid by Partner to EGG:


 


		2.1.	Esportsbook



 


 


	Gross Gaming
 Revenue per 
 month	 	 	Partner’s
 Revenue
 Share	 	 	Fees	 
	 	Up to 100,000 €	 	 	 	       	 	 	 	       	 
	 	100,000.01 € to 200,000.00	 	 	 	 	 	 	 	 	 
	 	200,000.01 € to
                                            350,000.00 €	 	 	 	 	 	 	 	 	 
	 	350,000.01 € - 500,000.00 €	 	 	 	 	 	 	 	 	 
	 	500,000.01€+		 	 	 	 	 	 	 	 



 






    Page 21 of 26


     


    

 


		2.2.	Parimutuel/Poolbetting:



 


	Gross Gaming
 Revenue per
 month	 	 	Partner’s
 Revenue
 Share	 	 	Fees	 
	 	Up to 100,000 €	 	 	 	       	 	 	 	       	 
	 	100,000.01 € to 200,000.00	 	 	 	 	 	 	 	 	 
	 	200,000.01 € to
                                            350,000.00 €	 	 	 	 	 	 	 	 	 
	 	350,000.01 € to 500,000.00 €	 	 	 	 	 	 	 	 	 
	 	500,000.01€+		 	 	 	 	 	 	 	 



 


		2.3.	Esports
                                         Fantasy:



 


	Gross Gaming
 Revenue per
 month	 	 	Partner’s
 Revenue
 Share	 	 	Fees	 
	 	Up to 100,000 €	 	 	 	      	 	 	 	      	 
	 	100,000.01 € to 200,000.00	 	 	 	 	 	 	 	 	 
	 	200,000.01 € to
                                            350,000.00 €	 	 	 	 	 	 	 	 	 
	 	350,000.01 € to 500,000.00 € 	 	 	 	 	 	 	 	 	 
	 	500,000€+		 	 	 	 	 	 	 	 



 






    Page 22 of 26


     


    

 


		2.4.	Casino
                                         Games (upon Launch 2020)



 


	Gross Gaming 
 Revenue per 
 month	 	 	Partner’s 
 Revenue 
 Share	 	 	Fees	 
	 	Up to 100,000 €	 	 	 	      	 	 	 	      	 
	 	100,000.01 € to 200,000.00 €	 	 	 	 	 	 	 	 	 
	 	200,000.01 € to
                                              350,000.00 €	 	 	 	 	 	 	 	 	 
	 	350,000.01 € to 500,000.00 € 	 	 	 	 	 	 	 	 	 
	 	500,000.00€+		 	 	 	 	 	 	 	 



 


		3.	The
                                         calculations above shall apply to Net Gaming Revenue obtained from the Website and through
                                         any additional websites within the scope of this Agreement which may be launched by the
                                         Partner during the Term, whether based on the Partner Brands or other brands –
                                         if added to this Agreement.



 






    Page 23 of 26


     


    

 


SCHEDULE
2


 


SERVICES



 


		1.	Development
                                         and IT Services



 


		1.1.	The
                                         development and set-up services to be provided by EGG under this Agreement will include
                                         the development of the Game client and back-office work with regard to the Games, in
                                         English any other available relevant languages to be agreed upon by both parties



 


		1.2.	Within
                                         the Development and IT Services EGG shall also provide robust backend services (as described
                                         in more detail in Appendix A hereto).



 


		1.3.	The
                                         Development and IT Services will be provided from the Commencement Date.



 


		1.	(a)
                                         All goods and services that EGG will deliver to the Partner are described in Appendix
                                         A.



 


(b)
All goods or services shall be subject to inspection and test by the Partner to the extent practicable at all times and places
during the performance of this order including the period of manufacture or development, and in any event prior to final acceptance
by the Partner.


 


(c)
If any inspection or test is made, EGG, without additional charge, shall provide all reasonable facilities, access and assistance
for the convenience of the inspectors/testers in the performance of their duties.


 


(d)
Final acceptance or rejection of the goods or services shall be made as promptly as practical prior to launch date, except as
otherwise provided in this order and in accordance with Exhibit A.


 


		2.	Operational
                                         Services



 


		1.	Customer
                                         Support: EGG shall be responsible for providing services covering KYC, payment management
                                         and fraud. This includes but is not limited to Customer and Partner Customer age verification;
                                         risk management; fraud and anti-money laundering checks, identifying fraudulent and anti-money
                                         laundering activity and behavior of customers, content management, reporting activities,
                                         security of confidential Customer Information and Partner Customer Information, limiting
                                         deposit amounts for Customers, restricting Customers’ withdrawals where relevant,
                                         and covering all other risks and scenarios that are associated with performing and running
                                         the E-Gaming Platform and E-Gaming Offering.



 









    Page 24 of 26


     


    

 


SCHEDULE
3


 


APPLICABLE
EGG GROUP POLICIES


 


Please
refer to the Responsible Gaming Policy, Cookie Policy, the Terms & Conditions and Privacy Policy of https://www.esp.bet.


 









    Page 25 of 26


     


    

 


APPENDIX
A


 




E-Gaming Offering Services


 


		1.	White
                                         Label of Chameleon:Full



		2.	Back
                                         Office



		3.	Technical
                                         support



		4.	Scoring
                                         tool



		5.	Integration
                                         with external services for:



		●	Email
                                         relay



		●	Google
                                         Analytics



 


 


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26 of 26