Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered
into effective on the date of execution as stated hereunder (the “Effective Date”), by and between EBET, Inc., a Nevada
corporation (the “Company”) having its principal place of business at 197 E. California Ave., Ste. 302, Las Vegas,
Nevada 89104, and Matthew Lourie (“Employee”), and the Company and the Employee collectively referred to herein as
the “Parties”) having their office at a location of his choosing.
WITNESSETH:
WHEREAS, the Company desires
to hire Employee in the role of Interim Chief Financial Officer commencing on the Effective Date, and the Parties desire to enter into
this Agreement embodying the terms of such employment; and
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby
agree as follows:
1.
Title and Job Duties.
(a) Subject to the terms and conditions set forth in this Agreement, commencing on the Effective Date, the Company agrees to employ
Employee as Interim CFO. Employee shall report directly to the CEO and the Board of Directors or otherwise as designated by the Company.
(b) Employee accepts such employment and agrees, during the term of their employment, to devote reasonable business and professional
time and energy to the Company, and agrees faithfully to perform his duties and responsibilities in an efficient, trustworthy and business-like
manner. Employee also agrees that the Board of Directors of the Company (the “Board”) shall determine from time to
time such other reasonable duties as may be assigned to the Employee. Employee agrees to carry out and abide by such directions of the
Board. Employee shall provide up to 25 hours of service to the Company for each week of the Term hereunder.
(c) Without limiting the generality of the foregoing, Employee shall not, without the written approval of the Company, render services
of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation
or otherwise, during his employment hereunder other than those services which he may provide as needed to Fresh Notion Financial Services.
The foregoing limitation shall not apply to Employee’s involvement in associations, charities and service on another entity’s
board of directors, provided such involvement does not interfere with Employees responsibilities (and as it pertains to any service on
another entity’s board of directors, provided such action is pre-approved by the Company).
(d)
Initially, the employment will be on a probationary basis for two (2) months. During the probationary period, employment may be
terminated at the discretion of the Company on one week’s notice or by payment of one week's salary in lieu of notice. The Company
reserve the right to extend the probationary period but it will not in any case exceed two (2) months unless mutually extended in writing
by the parties. Notwithstanding the above, the Employees employment hereunder is on an at-will basis meaning that the parties may terminate
this Agreement at any time without cause and subject to the provisions hereof.
2. Salary and Additional Compensation.
(a)
Base Salary. During the Term, the Company shall pay to Employee salary of $16,000 per month (“Base Salary”).
(b)
Cash Bonus. At the discretion of the Compensation Committee of the Board of Directors of the Company, Employee shall be
eligible to receive a cash bonus of $20,000 based on a successful transition of services to a full time CFO, once identified, and not
prorated or impacted by the actual term of services provided.
(c) Restricted Stock Unit (“RSUs”) Award. Subject to the Company’s Stock Plan of 2020, Employee shall be granted
and shall be eligible to receive 45,000 RSUs of which such RSUs shall vest monthly during the Term hereof in the amount of 7,500 RSU’s
for each completed month of service by Employee hereunder up through the first 6 months of the Term hereof or up through termination hereof,
whichever is sooner.
(d) RSU Bonus. Subject to the Company’s Stock Plan of 2020 and the discretion of the Compensation Committee of the Board
of Directors of Company, Employee shall be eligible to receive a one-time bonus of an award of 20,000 RSUs based on a successful transition
of services to a full time CFO (as determined by the Compensation Committee of Company), once identified, and not prorated or impacted
by the actual term of services provided.
(e) Expenses. In accordance with Company policy, the Company shall reimburse Employee for all reasonable association fees, professional
related expenses (certifications, licenses and continuing professional education) and business expenses properly and necessarily incurred
and paid by Employee in the performance of his duties under this Agreement, upon his presentment of detailed receipts in the form required
by the Company’s policy. Notwithstanding the foregoing, all expenses must be promptly submitted for reimbursement by the Employee.
In no event shall any reimbursement be paid by the Company after the end of the year following the year in which the expense is incurred
by the Employee.
3.
Benefits.
(a) Vacation. The Employee shall be entitled to reasonable vacation time and to utilize such vacation as the Employee shall
determine; provided however, that the Employee shall evidence reasonable judgment with regard to appropriate vacation scheduling. In no
event shall Employee vacation time in total exceed two (2) total weeks per any annual period during the Term hereof.
(b)
Health Insurance and Other Plans. Employee may be eligible to participate in the Company’s medical, dental and other
employee benefit programs, if any, that are provided by the Company for its employees at Employee’s level in accordance with the
provisions of any such plans, as the same may be in effect from time to time. Employee registration to the company medical plan is required,
this is not an auto-enroll benefit.
(c)
Term. The term of employment under this Agreement is at-will (the “Term”) and as such shall commence on the
Effective Date and continue until terminated by either Company or Employee without cause on advance written notice of not less than thirty
(30) days.
4.
Termination.
(a)
Termination at the Company’s Election.
(i)
For Cause by Employer. 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 and without any advance notice. 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. 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 five (5) days to cure such
breach.
(ii) Upon Disability, Death or Without Cause. 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; or (C) with thirty (30) days prior written notice, at any time Without Cause for any or no reason.
(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 given
pursuant to Section 8 of this Agreement (“Voluntary Resignation”), provided that upon receipt of notice of resignation,
the Company may terminate Employee’s employment immediately and pay Employee all monies owed. Employee may terminate this Agreement
upon written notice to the Company for cause and for purposes of this Agreement the term “for cause” under this Section 5
(a) (iii) shall mean Company’s failure to pay Employee within 14 days of any normal pay due date or any breach hereunder this Agreement
by Company of any material term or condition each of which remain uncured by Company within ten (10) days of Employees notice to Company
and any for cause termination.
(b) Termination in General. This employment relationship is an at-will employment relationship and as such termination may occur
at any time per the covenants included herein. If Employee’s employment with the Company terminates for any reason, the Company
will pay or provide to Employee: (i) any unpaid Salary through the date of employment termination, (ii) reimbursement for any unreimbursed
business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (iii) all other
payments or benefits (if any) to which Employee is entitled under the terms of any benefit plan or arrangement or by law.
(c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section
409A of the Code and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be
made to Employee hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s
“separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such
separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such
six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Employee’s termination
of employment triggers the payment of “nonqualified deferred compensation” hereunder, then the Employee will not be deemed
to have terminated employment until the Employee incurs a “separation from service” within the meaning of Section 409A.
5.
Confidentiality Agreement.
(a)
Employee understands that during the Term he may have access to unpublished and otherwise confidential information both of a technical
and non-technical nature, relating to the business of the Company and any of its parents, subsidiaries, divisions, affiliates (collectively,
“Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research
or development, any of their technology or the implementation or exploitation thereof, including without limitation information Employee
and others have collected, obtained or created, information pertaining to patent formulations, vendors, prices, costs, materials, processes,
codes, material results, technology, system designs, system specifications, materials of construction, trade secrets and equipment designs,
including information disclosed to the Company by others under agreements to hold such information confidential (collectively, the “Confidential
Information”). Employee agrees to observe all Company policies and procedures concerning such Confidential Information. Employee
further agrees not to disclose or use, either during his employment or at any time thereafter, any Confidential Information for any purpose,
including without limitation any competitive purpose, unless authorized to do so by the Company in writing, except that he may disclose
and use such information when necessary in the performance of his duties for the Company. Employee’s obligations under this Agreement
will continue with respect to Confidential Information, whether or not his employment is terminated, until such information becomes generally
available from public sources through no action of Employee. Notwithstanding the foregoing, however, Employee shall be permitted to disclose
Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies promptly the Company
of such subpoena, order or other requirement and allows the Company the opportunity to obtain a protective order or other appropriate
remedy.
(b) During Employee’s employment, upon the Company’s request, or upon the termination of his employment for any reason,
Employee will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, customer and
supplier lists, cost and profit data, e-mail, apparatus, computers, cell phones, tablets, hardware, software, drawings, and any other
material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential Information developed
by Employee or others, and all copies of such materials, whether of a technical, business or fiscal nature, whether on the hard drive
of a laptop or desktop computer, in hard copy, disk or any other format, which are in Employee’s possession, custody or control.
(c)
Employee will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”),
conceived or made by him alone or with others at any time during his employment. Employee agrees that the Company owns all such Creations,
conceived or made by Employee alone or with others at any time during his employment, and Employee hereby assigns and agrees to assign
to the Company all rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments
relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment
with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. Employee understands
that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without
using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation (a) relates
in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities;
or (b) results in any way from his work at the Company.
(d) Employee will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or
any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Employee prior to his work for the Company,
except for the matters, if any, described in Appendix A to this Agreement.
(e) During the Term, if Employee incorporates into a product or process of the Company or any of its Affiliated Entities anything listed
or described in Appendix A, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce,
distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit
as part of or in connection with any product, process or machine.
(f) Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United
States and foreign countries) relating to such Creations. Employee shall sign all papers, including, without limitation, copyright applications,
patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company
may deem necessary or desirable in order to protect its rights and interests in any Creations. Employee further agrees that if the Company
is unable, after reasonable effort, to secure Employee’s signature on any such papers, any officer of the Company shall be entitled
to execute such papers as his agent and attorney-in-fact and Employee hereby irrevocably designates and appoints each officer of the Company
as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary
or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph.
(g)
Non-solicitation. If Employee’s employment is terminated prior to the end of the Term by the Company without Cause, Employee
agrees that, during the Term and until twelve (12) months after the termination of his employment, Employee will not, directly or indirectly,
including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any
of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the one-year period
prior to the termination of Employee’s employment, or induce any such employee to terminate his or her employment with the Company
or any of its Affiliated Entities.
(h) Employee
agrees that in the event a court determines the length of time or the geographic area or activities prohibited under this Section 6 are
too restrictive to be enforceable, the court shall reduce the scope of the restriction to the extent necessary to make the restriction
enforceable. In furtherance and not in limitation of the foregoing, the Company and the Employee each intend that the covenants contained
in this Section 6 shall be deemed to be a series of separate covenants, one for each and every state, territory or jurisdiction of the
United States and any foreign country set forth therein. If, in any judicial proceeding, a court shall refuse to enforce any of
such separate covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such
proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings.
6.
Representation and Warranty. The Employee hereby acknowledges and represents that he has had the opportunity to consult
with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained
herein. Employee represents and warrants that Employee has provided the Company a true and correct copy of any agreements that purport:
(a) to limit Employee’s right to be employed by the Company; (b) to prohibit Employee from engaging in any activities on behalf
of the Company; or (c) to restrict Employee’s right to use or disclose any information while employed by the Company. Employee further
represents and warrants that Employee will not use on the Company’s behalf any information, materials, data or documents belonging
to a third party that are not generally available to the public, unless Employee has obtained written authorization to do so from the
third party and provided such authorization to the Company. In the course of Employee’s employment with the Company, Employee is
not to breach any obligation of confidentiality that Employee has with third parties, and Employee agrees to fulfill all such obligations
during Employee’s employment with the Company. Employee further agrees not to disclose to the Company or use while working for the
Company any trade secrets belonging to a third party.
7.
Injunctive Relief. Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of
the covenants contained in Sections 6 and 7 above may result in material irreparable injury to the Company for which there is no adequate
remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or
threat thereof, the Company shall be entitled, without the requirement to post bond or other security, to seek a temporary restraining
order and/or injunction restraining Employee from engaging in activities prohibited by this Agreement or such other relief as may be required
to specifically enforce any of the covenants in Sections 6 and 7 of this Agreement.
8. Notice. Any notice or other communication required or permitted to be given to the Parties shall be deemed to have been
given if either personally delivered, or if sent for next-day delivery by nationally recognized overnight courier, and addressed as follows:
If to Employee, to:
Matthew Lourie
[***]
[***]
If to the Company, to:
EBET, Inc.
197 E. California Ave.,
Ste. 302, Las Vegas,
Nevada 89104
And by Fax: [***]
Attention: CEO
9.
Severability. If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction,
all other provisions shall nonetheless remain in full force and effect.
10.
Withholding. The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient
to satisfy applicable withholding requirements under any federal, state or local law.
11. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Nevada, without regard to the conflict of laws provisions thereof. Any action, suit or other legal proceeding that is commenced to
resolve any matter arising under or relating to any provision of this Agreement shall be submitted to the exclusive jurisdiction of any
state or federal court in Las Vegas, Nevada.
12. Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not be or be construed as a waiver
of any subsequent breach. The failure of a Party to insist upon strict adherence to any provision of this Agreement on one or more occasions
shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any
other provision of this Agreement. Any such waiver must be in writing, signed by the Party against whom such waiver is to be enforced.
13. Assignment. This Agreement is a personal contract and Employee may not sell, transfer, assign, pledge or hypothecate his
rights, interests and obligations hereunder. Except as otherwise herein expressly provided, this Agreement shall be binding upon and shall
inure to the benefit of Employee and his personal representatives and shall inure to the benefit of and be binding upon the Company and
its successors and assigns, including without limitation, any corporation or other entity into which the Company is merged or which acquires
all or substantially all of the assets of the Company.
14. Entire Agreement. This Agreement (together with Appendix A hereto) embodies all of the representations, warranties,
covenants, understandings and agreements between the Parties relating to Employee’s employment with the Company. This Agreement
supersedes and replaces all prior understandings and agreements between the parties. No other representations, warranties, covenants,
understandings, or agreements exist between the Parties relating to Employee’s employment. This Agreement shall supersede all prior
agreements, written or oral, relating to Employee’s employment. This Agreement may not be amended or modified except by a writing
signed by the Parties.
[Signature page follows]
IN WITNESS WHEREOF, the Parties
have caused this Agreement to be duly executed and delivered on the date first written above.
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EBET, Inc. |
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By: |
/s/ Aaron Speach |
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Name: Aaron Speach
Title: CEO |
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Agreed to and Accepted: |
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Matthew Lourie
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| Signed: |
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/s/ Matthew Lourie |
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| Date: 9-9-2022 |
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Exhibit “A”
NONE.
Exhibit 10.2
September 8, 2022
Jim Purcell
[***]
[***]
Sent by Email jim.purcell@ebet.gg and via FEDEX
Re: Mutually Agreed Separation of Employment
Dear Jim
This letter agreement is being issued following
meetings with you recently where it was mutually agreed that the best course of actions for both parties is your separation of employment
from the Company. You have represented to me and to the Board of Directors of EBET, INC. and its legal counsel that as of the date of
your departure you have witnessed no fraud or inappropriate conduct in connection with the financial affairs or financial reporting of
EBET, Inc.
This shall serve as formal notice of termination
of your employment with Esportsbook Technologies Ltd., an affiliated and wholly owned subsidiary of EBET, Inc. (collectively the “Company”)
and as such termination of your First Amended and Restated Employment Agreement dated December 22, 2021 (“Agreement”) with
the Company. Your employment will officially terminate on the mutually agreed date of effective termination which is the date exactly
14 days from the date you execute the attached Form of Acceptance. Your attendance is not required at the workplace during this period
but you have agreed to cooperate in the transition of your role to others as may be reasonably required. This cooperation may include
working with a newly appointed interim CFO as well as executing documents and/or providing information as reasonably required. The following
details the mutual agreement and understanding of your termination and separation of your relationship with the Company and the conditions
for acceptance of same.
| 1. | Compromise and Agreement. |
This letter is sent to you without admission
of liability on the part of the Company or either of them or any affiliated entity thereof nor any admission of liability of your own.
However, once it is accepted by you it will serve as a full and final settlement and compromise of claims and demands made or which may
be made by you relative to your employment and the termination of your employment with the Company whether in contract or statute or otherwise
and the Company shall owe you no further consideration, compensation or any form of same including equity, stock options, restricted stock
units, cash bonuses, cash or otherwise.
Subject to the conditions stated herein,
the Company will:
Make payment to you by wire transfer
after the receipt of this fully executed Agreement as follows:
| (i) | Payment for time employed up to your termination date paid on your termination effective date. |
| (ii) | Payment equivalent to six (6) months of employment in lieu of the notice period pursuant to the Notice
of Termination to Be Given by the Company section of your Agreement with such payment being made in six (6) equal monthly instalments
paid through the following six (6) payrolls using the existing payroll calendar (4th Thursday of each month), starting on the
30th day following your date of execution of the Form Of Acceptance. |
| (iii) | Ex-gratia payment €16,415.38. |
| (iv) | Stipend for legal advice up to €1,500 and paid upon presentation of your lawyer’s bill for
services rendered. |
| (b) | The Company will continue to pay your Healthcare contributions up to September 30, 2022. You should then
make your own Healthcare arrangements. Company service provider, VHI, will be in contact with you directly regarding same. |
| (c) | Should you have any business expenses pending submission, please forward these through our Expense portal
within 7 days of the date you sign the Form of Acceptance and these will be paid in due course. |
| (d) | You have vested in 70,000 options to purchase common stock of EBET, INC. at an exercise price of $2.00
per share and exercisable in accordance with the EBET 2020 Equity Plan which is as of the 90th day from the date of your effective
date of termination. |
| (e) | You have vested in 5,000 RSUs of EBET, Inc. |
| (f) | The Company has agreed to pay you a one-time cash bonus of EUR 85,360 (“Separation Bonus”)
to be paid to you upon EBET, Inc.’s next fundraising/offering closing so long as such closing involves net cash to EBET, Inc. of
no less than $4,000,000 (“Qualified Offering”). Should a Qualified Offering not occur prior to November 1, 2022, then it is
agreed that the Company shall pay you the Separation Bonus in equal monthly instalments over a 12-month period commencing October 1, 2022. |
| (g) | You will be placed on Garden leave for 2 weeks from the date you sign the Form of Acceptance below. |
| (h) | You shall return the Company laptop to Joe Griffin no later than October 31, 2022. |
Please note that given this termination any Stock
Options/Restricted Stock Units (“RSUs”) offered to you that have not yet vested up to this termination date or that are
not delineated hereinabove will no longer remain valid and any such vesting shall cease and any right to vest or receive same in the future
have been forfeited and terminated.
The severance payment is subject to such tax and
other deductions, as the Company is required to deduct from the gross amount and admit to the Revenue Authorities pursuant to income tax
and social welfare legislation.
| (a) | You will complete all necessary further documentation and execution same as may be reasonably required
by the Company. |
| (b) | The Company and you agree that the terms and facts of this agreement and its contents may be disclosed
as required by law. |
| (c) | You acknowledge that during the term of your employment you had access to information which is confidential
and/or proprietary to the Company and its clients, including but not limited to information of a business, financial or technical nature
and all other information relating to the business and affairs of the Company and its clients which is not in the public domain through
no fault on your part. You undertake and agree that all such information shall be and remain at all times the exclusive property of the
Company. You further undertake and agree that you will at all times hereafter maintain such information in confidence and shall not disclose
such information to anyone else nor shall you use it for your own benefit or for the benefit of others except as expressly directed in
writing by the Company. |
| (d) | You shall deliver up to the Company, Company property in your possession or under your control including,
without limitation, security passes to the Company’s premises and all Company documents, plans, financial data, laptop, computer
discs, files, memoranda, correspondence and all documentation prepared or obtained by you in the course of your employment with the Company
relating to its affairs. You undertake not to retain copies of any Company documentation in your possession or under your control, without
the prior written consent of the Company. |
| (e) | The Parties will not at any time hereafter for a period of two (2) years, in any fashion, form, or manner,
criticize, denigrate or otherwise disparage or cause disparagement of any other Party, and will not say or do anything that damages or
impairs in any way the goodwill and/or reputation of the Parties; provided that you may respond accurately and fully to any request for
information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this
Agreement is intended to prohibit or restrain you in any manner from making disclosures protected under the whistleblower provisions of
federal, provincial or state law or regulation or other applicable law or regulation. |
| (f) | You agree that for a period of one (1) year after the date of your signing the Form of Acceptance, without
the written consent of the Company, you will not contact, solicit or otherwise communicate with any employee of the Company unless requested
by Company to do so. |
| (g) | You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution,
or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act
that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available
to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews,
depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any
such cooperation (excluding foregone wages, salary, or other compensation) and will make reasonable efforts to accommodate your scheduling
needs. |
| (h) | You agree that the resolution of this matter is dependent on you executing the attached Form of Acceptance. |
This represents the entirety of our agreement
with you in connection with your termination of employment and supersedes all prior agreements or understanding including emails or otherwise.
If any portion of this agreement is unenforceable then all other aspects of the agreement shall remain in force to the fullest extent
as allowed by law. This may be executed in counterparts.
Please read this letter and the attached Form
of Acceptance carefully and ensure that you fully understand the contents of both. You may wish to consider consulting with a legal advisor
prior to signing the Form of Acceptance. If you are satisfied that you understand and agree with the terms set out in this letter and
in the Form of Acceptance please sign the Form of Acceptance where indicated and return it to me. Your signature on the Form of Acceptance
should be witnessed where indicated.
Yours sincerely
_/s/ Aaron Speach_________
Aaron Speach
FORM OF ACCEPTANCE
I hereby confirm that: [ x ] I have taken legal
advice on the above letter dated SEPTEMBER 8, 2022 / OR [ ] I considered taking advice the above letter dated SEPTEMBER 8, 2022
but have decided not to do same and understand all the terms and conditions set out in the said letter, a copy of which is annexed
to this acceptance.
I hereby irrevocably and unconditionally accept
the terms and conditions of this letter and agree that same are in full and final settlement solely of all claims of compensation made
or which may be made by me, in this or in any other jurisdiction, against Esportsbook Technologies Ltd, EBET, INC. and each of their affiliated
entities, its parent, subsidiaries and associated companies and/or each and all of their respective officers, directors, partners, employees
and/or agents or clients (hereinafter collectively called “the Company”). As such, and solely relating to my waiver and release
of payment, compensation or consideration only I hereby acknowledge and agree that the provisions made in this letter constitute a full
and final settlement of all compensation claims (if any) which I may have against the Company, its parent, subsidiaries and associated
companies and/or each and all of their respective officers, directors, partners, employees and/or agents, whether such claims arise under
contract, statute (including but not limited to the Redundancy Payments Acts 1967 to 2007, Minimum Notice and Terms of Employment Acts,
1973 to 2001, Payment of Wages Act 1991, the Unfair Dismissals Acts 1977 to 2016, Organisation of Working Time Act, 1997, Protection of
Employees (Part-Time Work) Act, 2001, Protection of Employees (Fixed-Term Work) Act 2003 and Employment Equality Acts, 1998 to 2011, in
tort, in equity, at common law or otherwise howsoever arising.
I do not waiver or release any other rights by
executing hereinbelow and specifically reserve any and all other rights without exception.
| Signed by: |
/s/ Jim Purcell |
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Jim Purcell |
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| Dated: |
9/8/2022 |