Exhibit 10.1

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) effective as of October 1, 2021 (the “Effective Date”), by and between Esports Technologies, Inc., a Nevada corporation, having its principal office at 197 E. California Ave., Ste. 302, Las Vegas, Nevada 89104 (“Employer” or the “Company”), and Aaron Speach, residing at 73 The Strand, Unit 16, Slima, Malta SLM 1022 (“Employee”) and supersedes and replaces that certain Employment Agreement between the parties dated October 1, 2020 (“Original Agreement”).

W I T N E S S E T H

WHEREAS, Employer is a publicly traded company currently listed on the NASDAQ and in the business of providing advanced product, platform and marketing solutions directly to service the esports wagering industry; and

WHEREAS, the parties hereto entered into the Original Agreement in October 1, 2020 thereby forming the initial employment terms and conditions between the parties; and

WHEREAS, Employer desires to continue employ Employee, and Employee desires to be employed by Employer, to perform the services set forth herein and under the amended terms and conditions as are included hereunder.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the Parties hereby agree as follows:

1.       EMPLOYMENT.

A.       Employer hereby employs Employee, and Employee accepts this employment with Employer, pursuant to the terms and conditions of this Agreement.

2.       POSITION AND TITLE; DUTIES.

A.       During the Term (as hereinafter defined), Employee shall have the position and title of Chief Executive Officer, reporting directly to the Company’s Board of Directors as required. During the period of employment, the Employee shall hold a position of responsibility and importance, with the functions, duties and responsibilities attached thereto, at least equal to in responsibility and importance and in scope to and commensurate with his position described in general terms in this Section. In such capacity, Employee shall perform the following duties, during the Term and on a full-time priority basis:

(i)      Shall render such services to the Company as are customarily rendered by the Chief Executive Officer of comparable companies and as required by the articles and by-laws of Employer. Employee accepts such employment and, consistent with fiduciary standards which exist between an employer and an employee, shall perform and discharge the duties commensurate with Employee’s position that may be assigned to Employee from time to time by the Company.

(ii)    Shall serve as the Company’s Chief Executive Officer and shall have the duties, responsibilities, and authority customary for such a position in an organization of the size and nature of the Company, subject to the Company’s Board of Directors or its designee (collectively, the “Board”) ability to expand, change or limit such duties, responsibilities, and authority in their sole discretion.

(iii)   Shall report directly to the Board, and Employee shall devote Employee’s best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries, whether currently existing or hereafter acquired or formed and including any predecessor of any such entity. Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike, and efficient manner.

(iv)    Maintains knowledge of significant developments and industry trends in the esports wagering industry.

(v)      Participate as a lead member of the Company’s senior management team in new product development and implementation strategies.

(vi)    Works with the staff, Vice President/President, and the Audit Committee to prepare an operating budget for approval by the Board and ensure that the Company operates within established budget guidelines.

(vii)   Works with the Vice President/President to conduct official business for the Company.

(viii)  Maintain official records to ensure compliance with the Company’s by-laws and federal, state and local regulations. Maintains a healthy work environment to attract, retain and motivate a staff of top-quality employees and works with each individual to ensure the total functioning of the organization.

(ix)    Manages the development of a positive image and consistent message for the esports wagering industry and relays that to the Company, the general public, and local, state, and federal public officials by means including but not limited to articles on the Company’s Website, industry publications, newspapers, interviews, speaking engagements, emails, phone, and personal visitations.

(x)      Establish credibility throughout the organization and set the example as a proactive senior manager who earns respect by demonstrating a sound understanding of the business goals and objectives.

B.       Employee shall notify Employer in writing promptly, but in no event later than five (5) days, after Employee has received notice of any of the following:

(i)      Employee becomes the subject of a disciplinary proceeding or action, or the subject of any investigation, sanction, penalty, judgment, action, verdict or similar action by any federal, state or private peer review organization or agency, or the subject of an audit or similar proceeding by any government organization; or

(ii)    any event occurs that substantially interrupts all or a portion of Employee’s ability to perform hereunder or that materially adversely affects Employee’s ability to perform Employee’s duties under this Agreement.

C.       Employee shall devote full-time, exclusive efforts to Employer, thereby providing sufficient time, attention, knowledge, skill and energy to the business and affairs of the Employer throughout the Term and as necessary to fulfill Employee’s obligations hereunder, and shall use Employee’s best efforts and abilities to promote the Employer’s interests and as necessary to fulfill Employee’s obligations hereunder.

3.       AUTHORITY

The Employee has full authority to bind the Company in any manner as may be required of an Officer of a corporation.

4.       INDEMNIFICATION

A.       The Company hereby agrees to indemnify the Employee to the fullest extent authorized by the Laws of the State of Nevada, the Company’s Articles of Incorporation, By-Laws, any other agreement, or vote of stockholders or directors.

B.       The Employee hereby agrees to indemnify, defend and hold the Company harmless from and against any and all claims, actions, damages, demands, liabilities, costs and expenses, including reasonable attorney's fees and expenses, resulting from Employee’s acts of fraud, intentional misrepresentation, deceit, or gross negligence.

5.       COMPENSATION.

A.       Employee is deemed to be an employee of Employer for all purposes as provided by law, including for purposes of federal law and for purposes of state law related to taxes unemployment compensation, salary, benefits, and workers' compensation. As compensation for services rendered by Employee while employed hereunder, Employer will pay Employee the compensation set forth below:

(i)      During the First year of the Term, the Employer shall pay Employee the base salary of Three Hundred and Fifteen Thousand Dollars ($315,000) per annum as compensation (the “Salary”), to be paid in regular payments, in accordance with Employer’s salary payment procedures as in effect from time to time. This salary has been approved by the Compensation Committee of the Board of Directors of Company (“Committee”) and shall be reviewed from time to time during the Term of this Agreement by the Committee and materially shall be reviewed for increase as stated hereunder. The Salary shall be subject to withholding and deductions for all applicable taxes. In addition, Employer shall provide Employee a bonus package of compensation during the initial Term as follows:

(c) For so long as Employee remains employed hereunder he shall be eligible to receive an award and issuance of 100,000 shares of common stock of the Company at such time as the Company reaches gross revenues of over $10,000,000 for any trailing 12 month period; and an additional 100,000 shares of common stock of the Company at such time as the Company reaches gross revenues of over $20,000,000 for any trailing 12 month period; and an additional 100,000 shares of common stock of the Company at such time as the Company reaches gross revenues of over $100,000,000 for any trailing 12 month period.

(d) Employee health benefits.

(ii)    Contemporaneous with the execution of this Agreement, Employee will receive a restricted stock unit award (the “RSU Grant”) for 100,000 of the Company’s shares of common stock. The RSU Grant shall vest in four (4) equal annual installments, provided Employee is employed on each such vesting date. The foregoing grant shall be made pursuant to the Company’s 2020 Stock Plan and an RSU Grant Agreement, and shall in all respects be subject to the terms and conditions of such plan and agreement.

(iii)   Should Employee be required, by legitimate business of the Company, to be located outside of the United States for a period of 30 consecutive days or more, Company shall pay Employee a pro-rated monthly travel stipend of Three Thousand Five Hundred Dollars ($3,500) for each month that Employee is so required to live outside of the United States.

Employ understands and agrees that he shall bear the liability of any and all tax consequences arising from this Agreement, including but not limited to any such liability that may arise from the stock issuance(s) and/or the Options or otherwise.

6.       PREREQUISITES

During the period of employment, Employee shall be entitled to perquisites, including, without limitation, an appropriate office, and fringe benefits accorded employees of equal rank.

7.       MINIMUM COMPENSATION

Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or practice or the provision of certain perquisites; provided, however, that it is the intent of the parties that the Employee shall continue to be entitled, during the period of employment, to compensation, benefits and perquisites as set forth above at least equal to those attached to his position on the date of this Agreement. Nothing in this Agreement shall operate or be construed to reduce, or authorize a reduction, without the Employee’s prior written consent, in the level of such compensation, benefits and perquisites.

8.       VACATION TIME.

For the Term, Employee shall be entitled to reasonable vacation time not to exceed four (4) weeks per year. Employee shall be entitled to the amount of PTO for vacation, sick leave as may be made available by Employer to other persons similarly employed by it in positions and with seniority similar to that of Employee. Employee shall also be entitled to 7 days of paid holidays per year as follows: New Year’s Day, Christmas Day, Thanksgiving Holiday (2 days), Labor Day, Independence Day and Memorial Day.

9.       REIMBURSEMENT OF EXPENSES.

Employer shall pay directly, or shall reimburse Employee upon presentation of an itemized accounting for, the following reasonable expenses as reasonably and in good faith approved in advance by Employer in accordance with Employer’s policies and procedures then in effect:

A.       Costs of membership in, and subscription expenses for publications of, generally recognized professional organizations in which Employee is or may become a member, as well as the cost of journals, books, and other educational material reasonably related to the duties performed by Employee hereunder, as reasonably approved by Employer;

B.       Costs of transportation, room, and board and other expenses related to Employee's performance hereunder, as reasonably approved by Employer and including travel arrangements for travel outside the continental United States and as afforded other key Employees of the Company; and

C.       All other reasonable expenses incurred by Employee in connection with the performance of Employee’s duties under this Agreement, including expenses for entertainment and similar items.

10.      TERM, RENEWAL, SUSPENSION and TERMINATION.

The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for a period of three (3) years thereafter or until the Company or Employee provides written notice to the other party of termination in accordance with Section 10 hereinbelow.

(i)       For Cause. At the election of the Company, Employee’s employment may be terminated at any time for Cause (as defined below) upon written notice to Employee given pursuant to Section of this Agreement. For purposes of this Agreement, “Cause” for termination shall mean that Employee: (A) pleads “guilty” or “no contest” to, or is convicted of an act which is defined as a felony under federal or state law, or is indicted or formally charged with acts involving criminal fraud or embezzlement; (B) in carrying out his duties, engages in conduct that constitutes gross negligence or willful misconduct; (C) engages in substantiated fraud, misappropriation or embezzlement against the Company; (D) engages in any inappropriate or improper conduct that causes material harm to the reputation of the Company; or (E) materially breaches any term of this Agreement. With respect to subsection (E) of this section, to the extent such material breach may be cured, the Company shall provide Employee with written notice of the material breach and Employee shall have twenty (20) days to cure such breach.

(ii)      Upon Disability, Death. At the election of the Company, Employee’s employment may be terminated: (A) should Employee have a physical or mental impairment that substantially limits a major life activity and Employee is unable to perform the essential functions of his job with or without reasonable accommodation (“Disability”); (B) upon Employee’s death.

(iii)     Termination at Employee’s Election. Notwithstanding anything contained elsewhere in this Agreement to the contrary, Employee may terminate his employment hereunder at any time and for any reason, upon thirty (30) days’ prior written notice (“Voluntary Resignation”), provided that upon notice of resignation, the Company may terminate Employee’s employment immediately and pay Employee thirty (30) days’ Salary in lieu of notice. Upon Employee resignation no further compensation or pay will be due to Employee other than salary due up to the termination date including the notice period above.

11.      RESTRICTIVE COVENANTS.

A.       Employee shall keep and maintain confidential at all times, during the Term and thereafter, all trade secrets or confidential or proprietary information of Employer, including but not limited to lists, data, know-how, technology, strategy and the terms and conditions of this Agreement (and all agreements and documents associated herewith) and shall not disclose the same to any third persons or entities whomsoever, except to Employee's legal counsel and accountants, and except as otherwise required by law, and Employee shall not use the same for personal gain.

B.       All ideas, inventions, trademarks, proprietary information, know-how, processes and other developments or improvements developed by Employee, alone or with others, during the Term, that are within the scope of the Company’s business operations or that relate to the Company’s work or projects, are the exclusive property of the Company. In that regard, Employee agrees to disclose promptly to the Company any and all inventions, discoveries, trademarks, proprietary information, know-how, processes or improvements, patentable or otherwise, that it and/or he may make from the beginning of Employee’s employment until the termination thereof, that relate to the business of the Company, whether such is made solely or jointly with others. Employee may be required to execute a Proprietary Rights and Inventions Agreement with the Company.

C.       For so long as Employee is employed by the Company, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), corporate officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, as such business are now or hereafter conducted. Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or interfere in any way with the faithful and diligent performance by Employee of the services otherwise required or contemplated by this Agreement, the Company expressly acknowledges that Employee may:

(i)      make and manage personal business investments of Employee’s choice without consulting the Company; and

(ii)    serve in any capacity with any non-profit civic, educational or charitable organization.

D.       Employer and Employee hereby acknowledge and agree that restrictions contained in this Section are under all of the circumstances reasonable and necessary for the protection of Employer and its business.

E.       The provisions of this Section, as well as all remedial provisions contained in this Agreement and related thereto, shall expressly survive the termination of this Agreement.

12.      DISABILITY

A.       If the Employee is unable to perform the Employee’s services by reason of illness or incapacity, the Employee’s regular compensation shall be continued for a period of four (4) months following the week in which such illness or incapacity commences, at the end of which time no further compensation shall be due and payable to the Employee until the Employee shall return and resume the Employee’s duties. In the event the Employee is eligible to receive payments on account of the fringe benefit program covering disability provided by the Company, then the Employee’s base salary, as defined as above, will be reduced to the extent of such entitlement and receipt.

B.       If, because of illness, physical or mental disability or other incapacity, Employee shall fail, for a period of 120 work days during the Term hereof, to render the services provided for by this Agreement, or if Employee contracts an illness or injury which will permanently prevent performance by him of the services and duties provided for by this Agreement, this Agreement may be terminated by Employer upon notice to the Employee effective 30 days after the giving of such notice.

13.      NON-INTERFERENCE WITH EMPLOYEES

A.       Employee covenants with the Company that employees of or consultants to the Company and employees of and consultants to firms, corporations or entities affiliated with the Company have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Company’s business operations which is confidential information and proprietary to the Company.

B.       In order to protect the Company’s confidential information and to promote and insure the continuity of the Company’s contractual relations with its employees and consultants, Employee covenants and agrees that for so long as Employee holds any position or affiliation with the Company, including service to the Company as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Company or otherwise becomes disaffiliated with the Company, he will not directly or indirectly, or permit or encourage other to directly or indirectly (i) interfere in any manner whatsoever with the Company’s contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Company to cease performing services for or on behalf of the Company, or (iii) solicit, offer to retain, or retain, or in any other manner engage or employ the services of, any person or entity who or which is retained or engaged by the Company, or any firm, corporation or entity affiliated with the Company, as an employee, consultant or agent.

C.       In the Event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

14.      CLIENTS AND CUSTOMERS

A.       Employee covenants with the Company that the clients and customers of the Company, both actual and contemplated, constitute actual and prospective business relationships which are proprietary to the Company and comprise, in part, the Company’s confidential information and trade secrets.

B.       In order to protect the Company’s proprietary rights and to promote and ensure the continuity of the Company’s contractual relations with its customers and clients, Employee covenants and agrees that, and for so long as Employee holds any position or affiliation with the Company, including service to the Company as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Company or otherwise becomes disaffiliated with the Company, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company’s contractual relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Company to cease doing business with the Company.

C.       In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

15.      MISCELLANEOUS.

A.       Any notice, consent, or other communication which either party hereto is required or permitted to give to the other party shall be deemed duly given if in writing and if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery by a nationally recognized courier, to the recipient at Employee’s or its address first stated above or at such other address of which he or it shall have given the other party due notice hereunder. All notices duly given hereunder shall be deemed effective (a) upon delivery if delivered personally, (b) forty-eight (48) hours after posting if mailed, or (c) the next business day if delivered by nationally recognized overnight courier service.

B.       The failure of either party hereto to insist in any one or more instances upon the performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder, or of the future performance of any such term or condition.

C.       Employee acknowledges that all files, records, lists, books, records, literature, products, computer hardware and software, cellular telephone and other materials owned by Employer or used by it in connection with the conduct of its business shall at all times remain the property of Employer as appropriate, and that upon termination of this Agreement, irrespective of the time manner, or cause of such termination, Employee will surrender to Employer as appropriate, all such files, records, lists, books, records, and other items of value, including but not limited to computer hardware and software, cellular telephone, etc.; provided, however, that upon Employee's termination of employment, he shall, at Employee’s own expense, be entitled to copy the records of any legal matter of the Company. The provisions of this Section shall expressly survive the termination of this Agreement.

D.       This Agreement shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs, and legatees of the respective parties hereto. Employee acknowledges that this is an agreement to retain Employee’s personal services and, as such, Employee may not assign Employee’s rights under this Agreement. The parties hereby agree that Employer may, with the consent of Employee and upon assignment terms as may be required by Employer, assign this Agreement in whole or in part to any affiliate of Employer or any party that acquires all or substantially all of the assets of Employer.

E.       No modification or amendment of this Agreement shall be binding unless in writing and signed by the parties hereto. Any and all disputes arising out of, under, in connection with, or in relation to this Agreement shall be settled by arbitration in Nevada, which shall be the exclusive venue and forum for any legal case that may be filed based upon the rights and obligations arising from Agreement. The Parties agree to pay the reasonable attorney’s fees and costs of whichever Party prevails in an action against the other to enforce its rights under this Agreement, and obtains the order of a Nevada Court enforcing any of the terms of this Agreement, or awarding damages above a de minimis level, including pre and post judgment interest, and costs and attorney’s fees prior to trial or on appeal.

F.       This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its choice of laws provisions.

G.       Neither party shall be liable or be deemed in default of this Agreement for any delay or failure to perform caused by Acts of God, war, disasters, strikes, or any similar cause beyond the control of either party.

H.       The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

I.       This Agreement supersedes all previous contracts, whether written or oral, and constitutes the entire agreement between the parties including any email or written offer or related items document and related emails issued by the parties, and including but not limited the Original Agreement. Employee specifically acknowledges that in entering into and executing this Agreement, Employee relies solely upon the representations and agreements contained in this Agreement and no others.

J.       Employer and Employee are the mutual drafters of this Agreement, and hereby agree and acknowledge that this Agreement is legally binding and may affect such party’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement to which it is a party and that it is satisfied with its legal counsel and the advice received from it.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on November __, 2021.

EXHIBIT A

Exhibit 10.2

FIRST AMENDED AND RESTATED STATEMENT OF EMPLOYMENT TERMS

This First Amended and Restated Statement of Employment Terms (“the Statement”), together with all other documents herein referred to, forms your Terms and Conditions of Employment and sets out particulars of the terms on which of Esportsbook Technologies Limited (“the Company”), having its registered office at 1 Terenure Place, Terenure, Dublin 6W, Ireland, employs Bart Barden (hereinafter “you’ and / or “Employee”) as employee.

The Statement constitutes the written statement of your terms and conditions of employment which the Company is required to give you under Section 3 of the Terms of Employment (Information) Act, 1994, together with any documentation which may be produced and distributed from time to time by or for and on behalf of the Company and which is stated as being contractually binding on you.

This First Amended and Restated Statement of Employment Terms shall supersede and replace in full that certain Statement of Employment Terms entered by and between the parties effective as of October 1, 2020 (“Original Agreement”). In the case of any inconsistency between the Statement and any documentation referred to therein (including the Original Agreement), the Statement shall prevail and supersedes and replaces and earlier statement, contract, letter or notice (verbal or written) relating to your employment with the Company.

THE EFFECTIVE DATE

Your employment commenced on the effective date of the Original Agreement and you have been continually employed with the Company as an employee since and shall continue hereafter based on the terms and conditions stated hereunder until terminated. This Statement shall be deemed effective as of October 1, 2021 (“Effective Date”) and executed as of the mutual date of execution hereinbelow.

JOB TITLE

You are employed as Chief Operating Officer (“COO”) and Managing Director of the Company and as COO of Esports Technologies, Inc, a Nevada corporation, parent of Company (“EBET”) and your duties will be as advised by the CEO of EBET. Your duties may be modified from time to time to suit the needs of the business.

Subject to approval of the Board of Directors of EBET and for so long as you are employed with the Company, you shall be provided an observer seat to participate in the meetings of the Board of Directors of EBET.

APPLICABLE LAW

The terms and conditions of your employment shall be governed by and interpreted in accordance with the laws applicable to the Republic of Ireland and the parties shall submit to the exclusive jurisdiction of the Courts and Tribunals of Ireland.

PLACE OF WORK

Your normal place of employment will be working from your home office at 21 Bushfield Terrace Donnybook Dublin 4. However, you also agree to work at any Company place of business on a temporary or permanent basis as the Company or the Company may reasonably require. You will also be prepared to undertake any reasonable travel on business which is deemed necessary by the Company or the Company.

As this is a homeworking arrangement you agree to complete a self-certification risk assessment confirmation in respect of the suitability of your home as a workplace and to comply with the Company’s policy on homeworking. You further agree to notify your home insurance provider that you will be working from home and to make the necessary amendments to your insurance policy to ensure that the Company is indemnified against any claims in respect of your homeworking arrangement including but not limited to personal injuries.

However, the Company reserves the right and by signing this agreement you hereby agree to carry out your work, either on a temporary or permanent basis, at such location as the Company may reasonably require from time to time.

The Company reserves the right to change the place of your employment, in which event you will be given four weeks’ notice.

HOURS OF WORK

Your normal hours of work are 8 per day, 40 per week, 10.00 a.m. to 6.00 p.m. Monday to Friday. You will receive appropriate unpaid rest breaks depending on the length of your shift and in accordance with the Organisation of Working Time Act 1997.

From time to time, you may be required to travel and/or work such additional time outside normal core hours as may be required to complete your responsibilities without additional remuneration, holidays or leave.

MINIMUM REST PERIODS

As part of your employment, and in accordance with the Organisation of Working Time Act, if you work more than 4.5 hours you will be entitled to a 15 minute unpaid rest break each day. If you work for more than six hours you will be entitled to a 30 minute unpaid rest break each day (which may be inclusive of the previous 15 minute break). As part of your employment you will also be entitled to a daily rest period of 11 consecutive hours in a 24 hour period and a weekly rest period of 24 consecutive hours per seven days, following a daily rest period. Should you fail to receive your breaks or rest periods you should notify the CEO or the Company in writing, within one week and they will seek to ensure you are afforded this as soon as possible. Breaks over and above Minimum entitlements are specified in the ‘Hours of Work’ section and are further set out in the Organisation of Working Time Act 1997.

REMUNERATION

You base salary for so long as you are employed hereunder shall be Two Hundred Thirteen Thousand and Four Hundred Euro (€213,400) per annum as compensation to be paid in regular payments, in accordance with Employer’s salary payment procedures as in effect from time to time. This salary has been approved by the Compensation Committee of the Board of Directors of Company (“Committee”) and shall be reviewed from time to time during the Term of this Agreement by the Committee and materially shall be reviewed for increase as stated hereunder.

You are also eligible for an increase in salary such that the salary may be increased by 10% to an annualized salary of Two Hundred and Thirty Seven Thousand Euro (€237,000) paid retroactively as of the Effective Date but not confirmed unless (a) the closing and consummation of that share purchase transaction by and between Company and Aspire Global plc occurs (if same occurs) and Employee remains employed at such time and (b) subject to Committee final review and confirmation thereon.

Your salary is subject to deduction of tax, USC, PRSI and any other deductions required by law or provided for under this agreement. In accordance with section 23 of the National Minimum Wage Act, 2000, you may request a written statement of your average hourly rate of pay for any pay reference period falling within the previous 12 months. For the purposes of the National Minimum Wage Act, the pay reference period is a calendar month.

You are not entitled to payment for additional hours as this is reflected in your current salary. The Company will ensure at all times that its obligations under National Minimum Age regulations are met.

BENEFITS

Your salary amount includes a €1,300 per month health care and benefit stipend, which will be paid with your monthly salary payments. The company has complete discretion to manage, adjust or withdraw these amounts. At such time as the Company provides health care and benefits packages to their employees, including Employee, then any such stipend shall be eliminated as an independent payment but the Employee salary as indicated hereinabove shall not be reduced or otherwise changed as a consequence thereof.

The Option Grant has been made pursuant to the Esports Technologies, Inc. 2020 Stock Plan, and shall in all respects be subject to the terms and conditions of such plan. The Option Grant and any and all shares issued pursuant to any exercise of same shall be subject at all times to the share restrictions that are outlined in Exhibit A attached hereto.

The terms of your employment shall not be affected in any way by your participation or entitlement to participate in any long-term incentive plan or share option scheme. Except for the above, such schemes and/or plans shall not form part of the terms of your employment (express or implied). In calculating any payment, compensation or damages on the termination of your employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to you, no account shall be taken of your participation in any such schemes and/or plans or any impact upon participation such termination may have. The Company reserves the right to withdraw or vary any such plans or schemes at its absolute discretion and your participation in any such schemes or plans is a privilege rather than a contractual entitlement.

ANNUAL HOLIDAYS

Your holiday year begins on 1st January and ends on 31st December each year. If you work for at least 1365 hours during the holiday year you will receive a paid holiday entitlement of five of your working weeks during the complete holiday year. Alternatively you will receive a paid holiday entitlement of 8% of the total hours worked in the leave year, subject to a maximum of four of your working weeks. You must remain in employment with the Company for the complete holiday year to avail of the full entitlement.

For part years of service your entitlement will be calculated as 1/52nd of the annual entitlement for each completed week of service during that holiday year.

Conditions relating to the taking of annual holidays are shown in the Employee Handbook to which you should refer.

PUBLIC HOLIDAYS

In addition to the annual holiday entitlement you are allowed the following public/bank holidays each year with pay or alternative days as decided by us, or any added or deleted holiday days as introduced and affirmed by the Irish Government:-

New Year's Day       The first Monday in August

St Patrick's Day       The last Monday in October

Easter Monday       Christmas Day The first Monday in May       St Stephen's Day The first Monday in June

For full time workers there is no service requirement in respect of benefits for Public Holiday entitlements, for part time workers you must have worked 40 hours in the preceding five weeks to the Public Holiday to benefit from the Public Holiday entitlement. If you are not required to work on one of the above days, and it is a day you do not normally work, you will receive one fifth of your last normal weekly wage for that day. In the event of you working on one of the above days, in addition to basic pay for the hours worked, you will either be paid an additional days pay calculated on the basis of the number of hours worked on your last working day before the Public Holiday or you will receive the appropriate time off in lieu, at our discretion. The date when time off in lieu is taken must be mutually agreed with us.

JOB FLEXIBILITY

It is an express condition of employment that you are prepared, whenever necessary, to transfer to any alternative departments or duties either on a temporary or permanent basis within our business. This flexibility is essential as the type and volume of work is always subject to change, and it allows us to operate efficiently and gain maximum potential from our work force. This may also include performing services for and on behalf of one or more of the Company's affiliated entities.

SICKNESS PAY AND CONDITIONS

There is no contractual sickness/injury payments scheme in addition to state benefit save unless otherwise provided for by Statute.

In case of sickness or other incapacity for work, you must comply with the Company's policy from time to time in force, regarding notification and medical certification. Failure to do so may result in disciplinary action and/or termination of sick pay (if applicable).

The Company reserves the right to have you medically examined by a doctor and/or medical consultant at any time during employment. By signing this Agreement you agree that any information or report arising from such examination shall be disclosed to the Company and that the Company is entitled to make relevant determinations based on the advice of its nominated doctor and/or consultant.

Failure to attend at a medical examination when requested to do so may result in disciplinary action and/or termination of sick pay (if applicable).

The Company has issued to you and will be issuing from time to time an updated Employee Handbook, and Employee agrees to those policies will be part of his agreement with the Company so long as they do not contradict the terms set forth in this Agreement.

NOTICE OF TERMINATION TO BE GIVEN BY THE COMPANY

Under 13 weeks service – 90 Days

13 weeks but less than 2 years’ service – 180 days 2 years but less than 3 years’ service – 240 days

3 years but less than 5 years’ service – 1 Year

5 years but less than 10 years’ service – 2 Years 10 years but less than 15 years’ service – 2 Years 15 years’ service or more – 2 Years

NOTICE OF TERMINATION TO BE GIVEN BY EMPLOYEE

Under 13 weeks service - Nil.

13 weeks service or more - 4 weeks.

We reserve the contractual right to give pay in lieu of all or any part of the above notice by either party. Notice will be effective on the day that it is given.

If the Company terminates your employment other than in accordance with its rights, any entitlement to damage for the breach of contract will be assessed on normal common law principles (including your obligation to mitigate your loss). In the event of notice by either party, the Company may request you to take "garden leave" and not to attend for work or perform duties during all or part of the notice period. During that time you will continue to be employed by the Company and continue to owe duties of fidelity and good faith to the Company, but you will no longer continue to vest into any shares pursuant to any agreements with the Company. You will remain bound by the terms of this Agreement and shall not be entitled to enter into any other employment.

TRAINING AGREEMENT

As part of your employment, you may receive training from external providers from to time. Should your employment with the Company end within one year of receiving such training you may be required to re- pay the Company a portion of the cost of providing such training. Further details are provided for in the Training Agreement.

NON – DISPARAGEMENT

You acknowledge that the Company and each affiliated entity would be irreparably damaged if you were to take actions that would damage or misappropriate the goodwill of the Company and/or the affiliated entity. Accordingly, you agree during the Term of Employment and at all times thereafter not to take any actions or to make, publish or endorse any statements or communications to any third party (whether verbal or in writing) that: (i) disparage, defame, ridicule, criticize, or are derogatory or otherwise reflect adversely upon, the Company and/or each affiliated entity, and their respective businesses, services, products (including, without limitation, shows and other media content produced and/or distributed by the Company and/or each affiliated entity, and the host talent and guests related to such shows and content), managers, directors, members, contractors or employees (in their capacity as such); and/or (ii) could reasonably be expected to cause injury to the relationships between the Company and/or each affiliated entity and their respective customers, subscribers, vendors, advertisers, suppliers, distributors, employees, contractors, consultants or other business associates. The limitations in this paragraph apply to any and all statements and communications, including, but not limited to, any statements and communications made via websites, blogs, and postings to the Internet, or e-mail messages, whether or not they are made anonymously or through the use of a pseudonym. However, the limitations in this paragraph do not apply to truthful statements made in connection with the legal process, governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or in connection with statutorily privileged statements made to governmental or law enforcement agencies relating to rights protected under Irish law; provided that when possible, any public records or filings in connection with such legal process, governmental testimony, filings, administrative or arbitral proceedings, and statements made to governmental agencies in connection therewith, shall be made on a sealed or other confidential basis and made subject to a protective order. For the avoidance of doubt, nothing in this Agreement shall prevent you from making a protected disclosure under the Protected Disclosures Act 2014.

PERSONAL RETIREMENT SAVINGS ACCOUNT (PRSA)

There is a personal retirement savings account (PRSA) scheme applicable to your employment, details of which are available separately. The Company does not contribute to PRSA. The Company does not operate a pension scheme to which you have access.

RESTRICTIVE COVENANTS

You confirm that you have read, understood and agree to the terms and conditions of the Restrictive Covenants Agreement which has been provided to you separately.

You further confirm that any breach by you of the provisions of the Restrictive Covenants Agreement will be regarded by the Company as a serious disciplinary matter and may, if committed while you are employed by the Company, result in disciplinary actions being taken against you up to and including dismissal without notice.

INTELLECTUAL PROPERTY

You confirm that you have read, understood and agree to the terms and conditions of the Restrictive Covenants Agreement which has been provided to you separately.

You further confirm that any breach by you of the provisions of the Restrictive Covenants Agreement will be regarded by the Company as a serious disciplinary matter and may, if committed while you are employed by the Company, result in disciplinary actions being taken against you up to and including dismissal without notice.

DATA PROTECTION

Details of how and why the Company processes your personal data are contained in the Company's data protection policy and Privacy Notice. You will be asked to acknowledge receipt of the data protection and Privacy Notice.

The Company also has a data protection policy which is applicable to all employees. For further information on data protection procedures and processes please refer to the data protection policy.

The Company reserves the right to change, replace or withdraw its data protection policy at any time and you are required to comply with all policies and procedures in force from time to time. Failure to comply with the data protection policy may lead to disciplinary action, up to and including dismissal.

RETIREMENT AGE

The normal retirement age in our Company is in line with State Pension Age.

SAFETY

We take our obligations regarding the safety, health and welfare of our employees seriously and in this regard your attention is drawn to our Safety Statement which is available on the premises.

DEDUCTIONS FROM PAY

For the purpose of the Payment of Wages Act 1991, as amended, the Company shall be entitled to deduct from your salary or other payments due to you any sums which you may owe to the Company at any time (including but not limited to overpayment of wages, holiday pay, expenses, or sick pay, if applicable).

You confirm that you have read, understood and agree to the policies in relation to deductions from pay, and agree that the Company may make deductions in line with the procedures set out in the Employee Handbook and the Deductions from Pay Agreement.

MISCELLANEOUS

Unless the context otherwise requires, words denoting the singular include the plural and words denoting the masculine include the feminine and vice versa.

No failure or delay by the Company in exercising any remedy, right, power of privilege under or in relation to this agreement or at law shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

This agreement contains the entire agreement between the parties. All previous agreements, understandings, assurances, statements, promises, warranties, representations or misrepresentations (whether written or oral) between the parties are superseded by this agreement including the Original Agreement.

If any provision of the agreement should be declared void or unenforceable by a court of administrative body of competent jurisdiction, the validity of the remaining provisions shall not be affected.

The information contained in this agreement constitutes a written statement of particulars of your employment with the Company in accordance with the requirements of section 3 of the Terms of Employment (Information) Act 1994 to 2014.

AMENDMENTS TO TERMS AND CONDITIONS OF EMPLOYMENT

The Company reserves the right to make reasonable amendments to your terms and conditions of employment, and will provide you with 28 days’ notice of any change coming into effect, taking into account the requirements of the business.

I hereby verify that through signing this statement of main terms of employment I have read, understood and accept all terms and conditions in relation to my employment with Esportsbook Technologies, Limited.

I acknowledge receipt of this statement.

FOR: Esportsbook Technologies Limited

_______________________________________

Managing Director

Date:

EXHIBIT A

As such, the undersigned hereby agrees that, the undersigned will not, during the Lock-Up Period (as defined below), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, the Shares; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, in cash or otherwise; or (3) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Shares.

The “Lock-Up Period” shall mean:

From and after the date hereof and until 15 months day after the date the Common Stock is first listed for trading on a national securities exchange (such first trading day, the “Lock-Up Trigger Date”), the undersigned agrees not to sell, transfer or otherwise dispose of any Shares.

After such 15-month period and until 24 months from the closing of the IPO, such individuals and entities may sell their shares pursuant to the following criteria:

In addition to the restrictions noted above, the undersigned will be limited on any trading day to selling less than 3% of the day’s trading volume.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this lock-up agreement. The undersigned understands that in addition to the lock-up provisions of this agreement, the Shares are also subject to all any restrictions imposed by the Securities Act of 1933, as amended.

The undersigned understands that the Company relying upon this lock-up agreement in proceeding the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Exhibit 10.3

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The Board of Directors of Esports Technologies, Inc. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”), which establishes compensation to be paid to non-employee directors of the Company, effective as of November 5, 2021, to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board of Directors.

Applicable Persons

This Policy shall apply to each director of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate (each, an “Outside Director”). “Affiliate” shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

Equity Grants

Annual Grants

Each Outside Director shall be granted a number of restricted stock units equal to $75,000 divided by the closing price of the Company’s common shares, under the Company’s 2020 Stock Plan (the “Stock Plan”), on the date of the Company’s annual meeting of stockholders (an “Annual Stock Grant”). Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all Annual Stock Grants granted under this Policy shall (i) vest upon the earlier of the first anniversary after the date of the grant or the date of the Company’s next annual meeting of stockholders, subject to the Outside Director’s continued service on the Board of Directors on such vesting date; and (ii) contain such other terms and conditions as the Board of Directors or the Compensation Committee shall determine.

Cash Fees

The following annual cash fees shall be paid to the Outside Directors and to each Outside Director serving as Chairperson of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as applicable:

Note: Chair and Committee member compensation are not additive.

Cash payments payable to Outside Directors shall be paid quarterly in arrears. For any portion of a fiscal year in which the Outside Director begins providing service, quarterly payments shall be pro-rated based on a 365-day year calculation. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on a pro rated basis through his or her last day of service based on a 365-day year calculation. Cash fees shall payable pursuant to this Policy shall commence effective October 1, 2021. Each Outside Director as of November 5, 2021 shall receive a one-time cash payment of $27,000 representing payment for services rendered from completion of the Company’s initial public offering until the foregoing effective date.

Expenses

Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors and Committees thereof or in connection with other business related to the Board of Directors.

Amendments

The Compensation Committee or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.