Form 8-K

8-K — Inspired Entertainment, Inc.

Accession: 0001493152-26-024183

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0001615063

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001615063

2026-05-14

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 14, 2026

Inspired

Entertainment, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36689

47-1025534

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

250

West 57th Street, Suite 415

New

York, New York

10107

(Address of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (646) 565-3861

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.0001 per share

INSE

The

NASDAQ Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Departure

of Executive Vice President and Chief Financial Officer

May 18, 2026, Inspired Entertainment, Inc. (the “Company”) announced that James Richardson had stepped down from his role

as Executive Vice President and Chief

Financial Officer of the Company.

Mr.

Richardson’s resignation was not due to any disagreement with the Company or the Board of Directors relating to the Company’s

operations, policies or practices or any issues regarding its accounting policies or practices. Pursuant to the terms of Mr. Richardson’s

letter of resignation, dated May 14, 2026, he will remain available to assist with the transition for a period of three months while

he is on garden leave. Mr. Richardson will receive his regular base salary and benefits during his garden leave in accordance

with the terms of his employment agreement, which requires six months’ notice of termination, following which he will receive

a lump sum payment for the final three months of the notice period in an amount equal to three months’ base salary.

In addition, the Company has entered into a separation agreement with Mr. Richardson that will provide for payment of

one additional month of base salary in exchange for a customary release of claims against the Company. The Settlement Agreement

with Mr. Richardson is annexed as Exhibit 10.2 to this Form 8-K.

Engagement

of Executive Vice President and Chief Financial Officer

May 18, 2026, the Company announced that the Board of Directors appointed Craig Wilson, the Company’s Vice President of Finance

and Accounting, to serve as Executive Vice President and Chief Financial Officer of the Company, effective May 14, 2026. Pursuant

to the terms of Mr. Wilson’s employment agreement with the Company’s subsidiary, Inspired Gaming (UK) Limited, dated May

14, 2026, Mr. Wilson will be paid a base salary of £300,000 per annum. Mr. Wilson will also be entitled to participate in the Company’s

pension plan at the executive level (with an employer contribution rate of 15%) and in the Company’s executive short- and long-term

incentive plans. He received a sign-on grant of 30,000 restricted stock units, with a three-year vesting schedule (1/3 tranche vesting

on each of December 31, 2027, 2028 and 2029). The term of employment under the agreement is indefinite and termination in most instances requires

at least six months’ written notice by either party. The Service Agreement with Mr. Wilson is annexed as Exhibit 10.1 to this

Form 8-K.

Mr.

Wilson, age 41, joined the Company in 2025 as Vice President of Finance and Accounting.

Prior to joining the Company, Mr. Wilson was employed by Charles

River Laboratories International, Inc. (NYSE:CRL), a pharmaceutical and biotechnology contract research organization, since

2019, serving as Director of Accounting & Global Consolidations from 2023 to 2025 and as Senior

Manager European Accounting from 2021 to 2023. Prior

to his engagement by Charles River Laboratories, Mr. Wilson was Financial Controller,

International Corporate of

Walgreens Boots Alliance from 2014 to 2019. Mr. Wilson holds

a Bachelor of Arts degree with honors in accounting from

Napier University (Edinburgh, Scotland) and, in 2013, was granted certification as a chartered accountant with The Institute of Chartered

Accountants of Scotland (ICAS).

The

selection of Mr. Wilson was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are

no family relationships between Mr. Wilson and any director or executive officer of the Company. Mr. Wilson has not been a party to any

transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and

no such transaction is currently contemplated.

Item

7.01 Regulation

FD Disclosure.

copy of the press release relating to Mr. Richardson’s departure and Mr. Wilson’s

engagement as Executive Vice President and Chief Financial Officer is furnished as Exhibit

99.1 to this Current Report on Form 8-K. The press release shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

Item

9.01.

Financial

Statements and Exhibits.

Exhibit

Number

Exhibit

Description

10.1

Employment Agreement, dated May

14, 2026, by and between Inspired Gaming (UK) Limited and Craig Wilson

10.2

Settlement Agreement dated May 18,2026 between Inspired Gaming (UK) Limited and James Andrew Richardson

99.1

Press

Release dated May 18, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

May 18, 2026

Inspired

Entertainment, Inc.

By:

/s/

Simona Camilleri

Name:

Simona Camilleri

Title:

General Counsel

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Service

Agreement

Inspired

Gaming (UK) Limited

Craig

Kyle Wilson

Dated

May 14, 2026

Contents

Parties

Agreed

terms

Definitions

and interpretation

Right

to work in the UK

Start

date

Probationary

period

Duties

Notice

period

Job

title

Training

Outside

interests

Company

rules and procedures

Working

hours

Place

of work

Remuneration

Pension

Expenses

Holiday

Other

paid leave

Other

benefits

Sickness

and sick pay

Inside

Information

Confidential

Information

Post-Termination

Restrictions

Intellectual

Property Rights

Termination

of employment

Payment

in lieu of notice

Garden

leave

Directorship

Data

Protection

Bribery

and corruption

Prevention

of the Facilitation of Tax Evasion

Notices

Validity

of agreement

Entire

agreement

Third

party rights

Counterparts

Governing

law and jurisdiction

This agreement is made on May 14 2026

Parties

(1)

Inspired

Gaming (UK) Limited, registered

number 03565640 whose registered office is at First Floor, 107 Station Street, Burton-On-Trent, Staffordshire, DE14 1SZ (Company),

and a wholly owned subsidiary of Inspired Entertainment, Inc. (INSE), a Delaware U.S., NASDAQ

listed public company that conducts business through a number of operating companies, including the Company; and

(2)

Craig Wilson of the

address on record with the Company (You or Executive).

Agreed

terms

Definitions

and interpretation

1.1

In this agreement where it

is appropriate in context singular words include the plural and vice versa. Words defined below have the following respective meanings:

Appointment

means your employment under the terms of this agreement.

Board

unless otherwise described, means the Board of Directors of INSE, its Chartered Committees, or its duly authorised representative.

Business

means the business of gambling and lottery services, server-based gaming, virtual sports betting, electronic table gaming, licensing

of gaming software, sale, rental and lease of gaming machines and equipment, provision of betting and lottery content, video lottery

terminals, ticket dispensing apparatus and distribution of betting and lottery content online or via mobile, remote and field support

and development related to the provision of the aforementioned and any other business carried on by the Company and any Group Company

from time to time.

Company

Intellectual Property means Intellectual Property Rights created by You (whether jointly or alone) from time to time in the course

of your employment with the Company, whether or not during working hours or using Company premises or resources and whether or not recorded

in material form.

Confidential

Information means:

(a)

information relating to the

financial affairs of the Company. any Group Company and certain other companies, as more specifically provided in the Insider Trading

Policy;;

(b)

the business methods and

information of the Company and any Group Company (including prices charged, discounts given to customers or obtained from suppliers,

product development, marketing and advertising programmes, costings, budgets, turnover, sales targets or other financial information);

(c)

lists and particulars of

the Company’s and any Group Company’s agents, suppliers, customers and prospective customers and the individual contacts

at such agents, suppliers, customers or prospective customers;

(d)

details and terms of the

Company’s and any Group Company’s agreements with its and/or their agents, suppliers and customers;

(e)

personal data relating to

employees, officers and shareholders of the Company and any Group Company;

(f)

manufacturing or production

or other processes and technical data and know-how employed by the Company and any Group Company and its and/or their suppliers;

(g)

details as to the design

of the Company’s and any Group Company’s and its and/or their suppliers’ products and services and inventions or

developments relating to future products and services;

(h)

details of any promotions

or future promotions or marketing or publicity exercises planned by the Company and any Group Company;

(i)

details of any budgets, business

or management plans of the Company and any Group Company; and

(j)

any information which may

affect the value of the Business or the shares of the Company or any Group Company,

whatever form, which is confidential, whether or not it is information which has been verbally confirmed to You as confidential or in

the case of documents or other written materials or any materials in electronic format whether they are or were marked as confidential.

Garden

Leave means any period in respect of which the Company has exercised its rights under clause 26.1.

Group

means the Company and all companies which are for the time being either a Holding Company of the Company or a Subsidiary of either the

Company or any such Holding Company.

Group

Company means any company within the Group.

Incapacitated

means prevented by illness or injury, from properly fulfilling your duties under this agreement (and Incapacity will be construed

accordingly).

INSE

means Inspired Entertainment, Inc, a Delaware corporation (Nasdaq,INSE).

Insider

Trading Policy means the Insider Trading Policy of any Group Company restricting transactions in the securities of any Group Company

by directors, executives and certain employees of any Group Company during certain times (such as closed periods) and setting out the

procedure for obtaining clearance to deal in the securities of any Group Company. A copy of the Insider Trading Policy is available from

the Chief Legal Officer of the Company;

Intellectual

Property Rights means patents, Inventions, copyright and related rights, trade marks, trade names, service marks and domain names,

rights in getup, goodwill, rights to sue for passing off, design rights, semiconductor topography rights, database rights, confidential

information, moral rights, proprietary rights and any other intellectual property rights in each case whether registered or unregistered

and including all applications or rights to apply for, and renewals or extensions of such rights and all similar or equivalent rights

or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention

means any invention, idea, discovery, development, improvement or innovation, processes, formulae, models or prototypes, whether or not

patentable or capable of registration, and whether or not recorded in any medium.

Market

Abuse Regulation” or “MAR” means Regulation (EU) No 596/2014 on market abuse (as amended and supplemented from

time to time) as it forms part of the law of the European Union, and (to the extent applicable) that Regulation as onshored into United

Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018 and related implementing legislation (including, without limitation,

the Market Abuse (Amendment) (EU Exit) Regulations 2019), as amended from time to time.

Recognised

Investment Exchange means a recognised investment exchange as defined by section 285 of the Financial Services and Markets Act 2000.

Parent

means INSE.

Salary

means the basic salary payable to You under this agreement from time to time and does not include any benefits (or the value of benefits,

including pension benefits), bonus, commission or other remuneration payable to You.

Social

Media means online communication tool or application which facilitates the creation, publication, storage and/or exchange of user-generated

content. Social media includes (but is not limited to) Twitter/X, Facebook, YouTube, LinkedIn, Instagram, TikTok, Myspace, Snapchat or

WhatsApp.

Staff

Handbook means the non-contractual policies and procedures set out in the Company’s staff handbook and in any applicable handbook

of Parent, as either may be amended from time to time.

Start

Date means the date on which your Appointment commences or commenced under this agreement.

Subsidiary

and Holding Company have the meanings ascribed to them by section 1159 of the Companies Act 2006 or any statutory modification

or re-enactment thereof but for the purposes of section 1159(1) Companies Act 2006 a company will be treated as a member of another company

if any shares in that other company are registered in the name of:

(a)

a person by way of security (where the company has provided

the security); or

(b)

a person as nominee for the company.

1.2

The headings in this agreement

are included for convenience only and do not affect its interpretation or construction.

1.3

References to any legislation

will be construed as references to legislation as from time to time amended, re-enacted or consolidated.

1.4

References to any rules,

policy or procedure of the Company or the Group will be deemed to be and construed as a reference to such rules, policy and/or procedure

as in force at the relevant time and as it/they may be updated from time to time by the Company or Group Company at its discretion.

1.5

Where, in this agreement,

there is a reference to a requirement that notice or another matter be in writing, email communications are sufficient to meet that

requirement.

1.6

References to clauses and

the parties are respectively to clauses of and the parties to this agreement.

1.7

Save as otherwise defined

words and expressions will be construed in accordance with the Interpretation Act 1978.

1.8

The Company accepts the benefits

in this agreement on its own behalf and on behalf of all Group Companies. The Company is entitled to assign its rights and those of

other Group Companies in connection with this agreement to any other Group Company at any time with immediate effect on giving written

notice to You.

Right

to work in the UK

You

warrant that You satisfy the necessary immigration requirements of, and are entitled to work in, the United Kingdom and will notify the

Company immediately if You cease to be so entitled during the Appointment.

Start

date

Your

Appointment with the Company under the terms of this Agreement commences on May 14, 2026. Your period of continuous employment has commenced

on the 21 April 2025.

Probationary

period

4.1

The first twelve (12) months

of your Appointment will be a probationary period and your Appointment may be terminated by either You or the Company at any time during

this period on one month’s written notice.

4.2

During your probationary

period your performance and suitability for your Appointment will be monitored. During, or at any time prior to the end of the probationary

period, and should you have performed satisfactorily, You will be informed in writing if You have successfully completed the probationary

period.

Duties

5.1

You warrant that by entering

into this agreement and carrying out your duties under it You will not be in breach of any express or implied terms of any contract

or of any other obligation binding upon You.

5.2

During the Appointment, You:

(a)

must serve INSE as Executive

Vice President, Chief Financial Officer (CFO), Chief Accounting Officer (CAO), and Principal Accounting Officer (PAO) as those terms

are further defined by the U.S. Securities Exchange Commission; and in such other officer and director positions with the Company and

its subsidiaries and affiliates as the Board may direct;

(b)

are responsible for overseeing

INSE, the Company, and Group financial functions and policies, including accounting, budget, credit, insurance, tax, and treasury,

in compliance with applicable law and regulation, including but not limited to U.S. GAAP;

(c)

are responsible for overseeing

INSE, the Company, and Group’s reporting and filing obligations with, among others, the SEC;

(d)

are responsible, together

with INSE’s principal executive officer, for establishing and maintaining disclosure controls and procedures (as defined in the

U.S. Securities Exchange Act of 1934, as amended (Exchange Act) Rule 13a-15(e) and internal control over financial reporting (as defined

in Exchange Act Rule 13a-15(f) for INSE

(e)

are responsible for reviewing

and approving financial disclosures in documents filed by INSE with the SEC under the Exchange Act and under the Securities Act of

1933, as amended, and the rules and regulations thereunder;

(f)

are required to obtain and

maintain licences with relevant gaming bodies in relevant jurisdictions as You may be notified from time to time;

(g)

must provide and hold on

the Group’s internal business management systems any lists and/or particulars of the clients, customers or other contacts with

whom You are, or have been, engaged in business on behalf of the Company or any Group Company and keep these lists and/or particulars

up-to-date on an ongoing basis. Any such lists and/or particulars will be, and will remain, the property of the Company;

(h)

must, without prejudice to

clause 21.2, use your best endeavours to prevent the use or communication of Confidential Information by any person, organisation or

company, unless such use or communication is for a legitimate purpose of, or has been expressly authorised by, the Company or any Group

Company. You will inform the Board immediately if You know, or suspect, that any such person, organisation or company knows or has

used, or is intending to use, any Confidential Information without a legitimate purpose, or without the prior express authorisation,

of the Company or any Group Company; You will abide by the restrictions imposed pursuant to the Exchange Act on the improper dissemination

of material nonpublic information, including the prohibitions on selective disclosure set forth in SEC Regulation FD.

(i)

must, unless prevented by

Incapacity, devote the whole of your time and attention, endeavours and abilities to promoting the interests of the Company and of

any Group Company and You must not engage in any activity which may be or may become harmful to or contrary to the interests of the

Company or of any Group Company;

(j)

must observe and comply with

all lawful and reasonable requests, instructions, directions, resolutions and regulations of the Executive Chairman and Chief Executive

Officer of INSE and to provide such explanations, information and assistance as the Board, INSE, or Company may reasonably require;

(k)

must carry out your duties

in a proper, loyal and efficient manner to the best of your ability and use your best endeavours to protect, promote, maintain, develop

and extend the business and reputation of INSE, the Company and of the Group;

(l)

must comply with all legal

duties imposed on You including those contained in the Companies Act 2006, the Delaware General Corporation Act, the rules and regulations

of the SEC, and any professional conduct rules applicable to You;

(m)

must observe and comply with

the Market Abuse Regulation and all lawful and reasonable requests, instructions, resolutions and regulations of the Board and give

to them such explanations information and assistance as they may reasonably require, including in relation to the dealing in the securities

of any Group Company including the Insider Trading Policy;

(n)

must be open, cooperative

and comply with all applicable laws and regulations, including but not limited to, any compliance manual or code of ethics as may from

time to time be adopted by the Company or any Group Company in respect of any dealings or proposed dealings on behalf of the Company

or any Group Company;

(o)

shall report to the Board

in writing any matter relating to the Company or any Group Company or any of its or their officers or employees which you become aware

of and which could be the subject of a qualifying disclosure as defined by section 43B of the Employment Rights Act 1996;

(p)

shall work such hours and

travel within and outside the United Kingdom as may reasonably be required for the proper performance of your duties;

(g)

must comply with the Company’s

and the Group’s anti-corruption and bribery policy and related procedures; and

(h)

must observe and comply with

all Group policies applicable to Executive as they may exist from time-to-time, including policies with regard to stock ownership by

senior executives and the Insider Trading Policy, provided that the Company shall ensure that all Company and Group policies, codes

and procedures will be made readily available to the Executive. These policies are non-contractual and do not form part of this Agreement,

unless explicitly stated otherwise.

(i)

must comply with the provisions

of the Company’s and the Parent Company’s Certificate of Incorporation (as amended from time to time), the terms of any

license granted to the Company or any Group Company and the requirements of any relevant regulatory body or securities exchange governing

the activities of the Company or any Group Company;

(j)

must comply with the gaming

laws in all territories and jurisdictions in which the Company or any Group Company operates or is regulated by from time to time and

to inform your line manager immediately on becoming aware of any employee of the Company or of any Group Company having breached any

such laws;

(k)

must report your own wrongdoing

and any wrongdoing or proposed wrongdoing of any other officer, employee or director of the Company or of any Group Company to the

Board immediately on becoming aware of it;

(l)

shall submit to the Board

all business, commercial and investment opportunities or offers presented to You, or of which You become aware, which relate to the

Business (Corporate Opportunities). During your employment, unless approved by the Board, You shall not accept or pursue, directly

or indirectly, any Corporate Opportunities on your own behalf or on behalf of another person or entity in or with respect to which

You have any economic interest, or present such Corporate Opportunities to any business entity other than the Company or a Group Company,

including, without limitation, any business entity which You serve as an officer or director;

(m)

shall not directly or indirectly

procure, accept or obtain for your own benefit (or for the benefit of any other person) any payment, rebate, discount, commission,

voucher, gift, entertainment or other benefit (Gratuities) from any third party in respect of any business transacted or proposed

to be transacted (whether or not by You) by or on behalf of the Company or any Group Company in violation of the Company’s policies

applicable to Gratuities;

(n)

shall observe the terms of

any policy issued by the Company in relation to such Gratuities and any other bribery or corruption related laws which are relevant

to the jurisdictions in which the Company or any Group Company carries out Business;

(o)

shall immediately disclose

and account to the Company for any such Gratuities received by You (or by any other person on your behalf or at your instruction);

and

(p)

shall promptly disclose to

the Board full details of any investment (of whatever sort) You make in any business or company within the Company’s or any Group

Companies’ areas of industry or sectors

(q)

shall (subject to applicable

data protection laws) consent to the Company monitoring and recording any electronic communications or other systems the Company has

for the purpose of ensuring that any rules the Company has are being complied with or for any other legitimate business purpose.

5.3

During the Appointment:

(a)

the Company has no duty to

provide any work to, or vest any powers in, You and You have no right to perform any services for the Company or for any Group Company;

and

(b)

the Company is entitled at

any time to appoint another person to act jointly with You in any capacity in which You may be employed.

5.4

If you are appointed as a director of the Company or any Group

Company, you shall, in addition to the obligations under clause 5.1:

5.4.1 in the discharge

of your duties and the exercise of your powers observe and comply with all lawful resolutions, regulations and directions from time to

time made by, or under the authority of, the Board and/or the Board;

5.4.2 observe and comply

with the articles of association or bylaws, as applicable (as amended from time to time) of any Group Company of which you are a director;

5.4.3 act in accordance

with all statutory, fiduciary and common law duties that you owe to the Company and any Group Company (including those contained in the

Companies Act 2006) in a proper, loyal and efficient manner to the best of your ability and use your best endeavours to maintain, develop

and extend the business of the Company and of the Group;

5.4.4. refrain from doing

anything which would cause him to be disqualified from acting as a director; and

5.4.5. not without the

prior written consent of the Board and/or the Board pledge the credit of the Company or any Group Company other than in accordance with

the applicable Group policy.

5.5.

Subject to all applicable laws and, in the case of serving

on the Board, election by Parent’s stockholders, you shall accept (if offered) appointment as a director of the Company or any

Group Company with or without such further remuneration and/or executive powers as the Board and/or the Board shall decide in their absolute

discretion.

Notice

period

6.1

Unless terminated in accordance with any other provision of

this agreement providing for earlier termination, your Appointment will continue until terminated by at least six (6) months’ written

notice given by either party to the other party.

Job title

7.1

The Company is the main UK

operating subsidiary of INSE.

7.2

The Company will employ You

in the capacity of Executive Vice President, CFO, CAO, and PAO of INSE and the Company and/or in such other position or capacity with

such job title and duties as the Company may from time to time reasonably decide and subject to the terms and conditions set out in

this agreement. Your initial normal duties are set out in the job description attached at Schedule 1. The Company may amend your job

description from time to time. Your role reports to President and Chief Executive Officer of Parent or such other role as the Company

notifies to You from time to time.

Training

8.1

There is no mandatory training

which You are required to complete at your own expense.

8.2

There is no entitlement to

any specific training paid for the by the Company. However, You must complete all training:

(a)

as required to maintain any

professional licences or qualifications associated with your role;

(b)

which the Company requires

You to complete from time to time, including mandatory training which is required for the proper performance of your role, training

in furtherance of compliance with the Company’s Code of Ethics, insider trading policy, anti-corruption policy, whistleblower

policy, and human resources policies, where there are relevant changes to legal requirements or operational or technological changes

or as otherwise required to meet business needs.

(c)

All mandatory training will

be at the Company’s expense.

8.3

Subject to meeting any eligibility

requirements, You may also have the opportunity to undertake additional optional training either at your own or the Company’s

expense. Full details can be obtained from the Company’s HR Manager.

Outside

interests

9.1

During the Appointment, You

must not without the written consent of the Board (such consent not to be unreasonably withheld):

(a)

be engaged or interested

either directly or indirectly (through any member of your family or household or otherwise) in any capacity in any trade, business

or occupation (Outside Interest) whatsoever other than the Business of the Company or the Group provided that You shall not

be prohibited from holding (whether directly or indirectly), for investment purposes only, up to five per cent of the shares or stock

of:

(i)

any class of any public company quoted or dealt in on

a Recognised Investment Exchange; and/or

(ii)

any private company, where such company does not carry

on a business similar to or competitive with any business for the time being carried on by any Group Company; or

(b)

become a member of the Territorial

Army or another reservist force, a member of Parliament, a councillor of a local authority or a magistrate, or occupy or be engaged

in public office.

9.2

In the event that the Board

consents to You undertaking an Outside Interest in accordance with this clause, before commencing such Outside Interest, You shall

first of all provide written confirmation to the Board that You have no obligation to disclose any Corporate Opportunities in connection

or in relation to such Outside Interest that conflict with your obligations under clause .2 (b). Further You agree to provide in writing

to the Board all information, explanations and assistance regarding the Outside Interest as the Board may lawfully require for any

reasonable business purpose in connection with the business and affairs of the Company or any Group Company

9.3

You agree to disclose to

the Company any matters relating to your spouse or civil partner (or anyone living as such), children or parents which may, in the

reasonable opinion of the Company, be considered to interfere, conflict or compete with the proper performance of your obligations

under this Clause 9.

Company

rules and procedures

10.1

There are no collective agreements

in force which affect the terms and conditions of your Appointment.

10.2

You are required at all times

to comply with all rules, policies and procedures of the Company or Group as amended from time to time (including policies and procedures

set out in the Staff Handbook). However, in the event of any conflict between the terms of this agreement and the Staff Handbook or

other policies or procedures, the terms of this agreement will prevail. The Company and each relevant Group Company is entitled to

amend any of its rules, policies and/or procedures at any time, including those expressly referred to in this agreement.

10.3

The non-contractual disciplinary

procedure which applies to your employment with the Company is contained in the Staff Handbook.

10.4

You must notify any appeal

in connection with any disciplinary decision relating to Yourself, to the Board in writing in the first instance.

10.5

The non-contractual grievance

procedure which applies to your Appointment is contained in the Staff Handbook.

10.6

The Company has the right

to suspend You from your duties on such terms and conditions as the Company determines for the purpose of carrying out an investigation

into any allegation of misconduct or negligence or an allegation of bullying, harassment or discrimination against You, and pending

any disciplinary hearing. During any period of suspension, the Company will continue to pay You such Salary and provide all such other

contractual benefits as You would have been entitled to if not suspended.

Working hours

11.1

Your normal working hours

are eight hours each day Monday to Friday but your hours of work may vary as necessary to meet the needs to the business. You must

also work such additional hours as may reasonably be required for the proper performance of your duties.

11.2

You agree to opt-out of the

average maximum weekly working time of 48 hours in regulation 4(1) of Working Time Regulations 1998. You may at any time terminate

this opt out by giving the Company three months’ notice in writing.

Place of work

12.1

Your normal place of work

is your home address. However, You will be expected to be present in the Burton on Trent offices as needed in order to carry out your

duties to the extent reasonably necessary and may be required from time to time to visit and work at such other place or places in

the United Kingdom or elsewhere as is necessary for the performance of your duties or as the Company decides from time to time. The

Company may change your normal place of work within the United Kingdom. Unless otherwise agreed You will not be required to work outside

the United Kingdom for a continuous period exceeding one month.

12.2

You must travel within and

outside the United Kingdom as reasonably required for the proper performance of your duties.

12.3

At such times as You are

required or permitted to work from your home address or otherwise outside the premises of the Company:

(a)

You agree to comply with

all health and safety guidelines and instructions which the Company gives to You from time to time, including any relevant Company

policies, and to complete without delay all health and safety questionnaires that the Company sends to You to time to comply with its

statutory health and safety obligations;

(b)

You are responsible for ensuring

the security of Confidential Information. In particular You must:

(i)

comply with Company instructions

relating to password security;

(ii)

not use any personal device

or computer other than with the Company’s prior written consent and encrypt and/or password protect any Confidential Information

held on any personal device or computer;

(iii)

lock your computer terminal

and any other device used for Company purposes whenever it is left unattended;

(iv)

ensure any wireless network

used by You is secure;

(v)

keep all papers containing

Confidential Information in a secure location;

(vi)

report immediately to your

line manager any data breach or incident involving the security of information relating to the Company, or Company clients, customers

or suppliers or anyone working for the Company that You discover or suspect; and

(vii)

comply with any applicable

Company and Group policies as they may be amended from time to time;

(c)

You consent to Company representatives,

at reasonable times and on reasonable notice, entering your home address at any time during your Appointment to:

(i)

install, inspect, replace, repair, maintain or service

any Company property; and

(ii)

carry out health and safety risk assessments of your

workstation and any Company property; and

(d)

You must

comply with any Company home and/or hybrid working policies and procedures; and

12.4

If your home address changes,

You are required to notify the Company of such change a minimum of 30 days in advance. You must not move your home address to any location

outside of the United Kingdom.

12.5

You confirm that You would

not be in breach of any covenant or agreement in working from your home address.

Remuneration

13.1

The Company shall pay to

the Executive during their employment an annual salary (“Salary”) of three hundred thousand British Pounds (£300,000)

per annum or such other rate as may from time to time be agreed between the Company and You (Salary). The Salary shall be subject

to income tax, national insurance and any other deductions which the Company is required by law to make. You acknowledge that You are

not entitled to receive further remuneration in respect of any additional hours worked above your normal working hours, subject to

deductions for tax and National Insurance contributions

13.2

The Executive will, during

their employment, have the opportunity to earn an annual bonus of up to not less than fifty percent (50%) of Executive’s annual

Salary (such amount, the “Target Bonus”) and a maximum annual bonus of up to two (2) times the Target Bonus (the

“Maximum Annual Bonus”), the amount of such Target Bonus and the terms thereof to be established annually by the

Compensation Committee. The annual bonus shall be consistent with the Company’s short term incentive plan (such plan or any other

short term cash bonus plan the Company may adopt with respect to its senior executives, the “STIP”) and the award

criteria applicable to other senior executives of the Company. Annual performance goals will be established by the Compensation Committee

(following consultation with the Executive), and such goals, once final, will be communicated to the Executive as promptly as practicable

after the start of the applicable year. Any bonus payment will not be pensionable.

13.3

The Executive will, during

their employment, be eligible to receive incentive and equity (or equity-based) compensation and any other benefits to be determined

annually by the Compensation Committee. The Executive shall also eligible to participate in any long-term incentive plan (“LTIP”)

available to senior executives of the Company.

13.4

SPECIAL SIGN-ON EQUITY

GRANT

(a)

In addition to the compensation

of the Executive referred to elsewhere in this Agreement, the Company shall procure that INSE award the Executive thirty thousand (30,000)

Restricted Stock Units (RSUs) (the “Special Sign-on Equity Grant”), subject to and on the terms of the 2023 Omnibus

Incentive Plan issued by Inspired Entertainment, Inc and the restricted stock unit agreement to be signed by you on even date, on the

following basis:

(i)

30,000

RSUs will be time-based and will vest in three equal parts, subject to the Service Requirement (defined below) on December 31, 2027,

2028, and 2029.

(A)

As used herein, the “Service

Requirement” shall mean that the Executive remains employed by the Company pursuant to this Agreement on the vesting date.

(B)

Vesting in the case of death

or a Change in Control shall be treated in accordance with subsection C (i) and (ii) of this Section 13.4.

(C)

Conditions Relating to

Death and Change in Control with Respect to the Special Sign-on Grant. Except as set forth in subsections (i) and (ii) hereof,

should the employment of the Executive terminate for any reason on or before December 31, 2029, any Special Sign-on Equity Grant RSUs

that have not vested prior to such date shall be forfeited.

(i)

In the event of the death of the Executive prior to December 31, 2029, the estate of the Executive shall be entitled to receive a percentage

of the Special Sign-on Equity Grant, pro-rated based on the number of days they served under this agreement until their death.

(ii)

In the event of a Change in Control (as defined in the Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan) occurs AND the Executive’s

employment is terminated by the Company or an Affiliate without Cause within the twelve (12) month period immediately following such

Change in Control (such that the Participant’s Units would otherwise be cancelled (e.g., not be retained in accordance with Section

14(g) of the Plan)), the Executive’s unvested Units shall vest as of the date of such termination.

13.5

The compensation payable

hereunder or otherwise to You during the Appointment and any shares, the value of those shares and any cash payment made under the

Group’s equity compensation plans shall be subject to (i) any Group clawback or recoupment policy required in order to comply

with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated

thereunder and (ii) any Group clawback or recoupment policy approved by the Board or the Board which applies to You. The Company, the

Parent Company, and You acknowledge that this clause 13.5 is not intended to limit any clawback and/or disgorgement of such compensation

pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.

Pension

14.1

You will be auto enrolled

into the Inspired Gaming UK Ltd Group Pension (or such other registered pension scheme as you may be invited participate in as may

be established by the Company from time to time, subject to:

(a)

Your right to opt out of auto-enrolment in accordance with

the applicable statutory rules;

(b)

the rules of the Scheme(s) as may be in force from time to

time; and

(c)

the tax reliefs and exemptions available from HM Revenue &

Customs, as amended from time to time.

Full

details of your entitlements in relation to the Scheme(s), if any, are in the accompanying Offer Letter and full details of the Scheme(s)

are available from Inspired Gaming - Inspired Gaming Group Ltd. Contributions made into the Scheme will by default be made via

salary exchange, unless you inform the Company otherwise, or certain conditions apply. Further details on salary exchange are available

from the HR Department.

14.2

You shall pay such contributions

to the Scheme as may be required by the rules of the Scheme as amended from time to time and to the extent permitted by law.

14.3

Subject to the statutory

minimum and HM Revenue & Customs requirements the Company may vary the Scheme at any time.

14.4

A contracting-out certificate

is not in force in respect of your Employment.

Expenses and Travel

15.1

You shall be entitled to

reimbursement of all reasonable, authorized and properly incurred out-of-pocket expenses incurred wholly, necessarily and exclusively

in the performance of your duties, subject at all times to compliance with the Company’s expenses, travel and procurement policies

as in force from time to time (the “Expenses Policy”), and to the provision of appropriate supporting documentation. If

You are provided with a credit or charge card by the Company this must only be used for expenses which You incur in performing the

duties of your Appointment.

15.2

The Company shall bear the

cost of ordinary commuting between your primary place of residence and your designated place of work. Where You required to travel

to an alternative work location, attend meetings, or perform duties at locations other than your usual place of work, the Company shall

reimburse reasonable travel costs in accordance with the Expenses Policy.

15.3

The Company shall reimburse

reasonable costs of subsistence, meals and accommodation incurred by the Executive while travelling on Company business, provided such

costs are consistent with the Expenses Policy and reflect an appropriate standard for a senior executive of a NASDAQ-listed company.

15.4

Where required for business

purposes, the Executive shall be entitled to use a hire car or other appropriate ground transportation, the cost of which shall be

borne or reimbursed by the Company in accordance with the Expenses Policy. Any long-term or recurring hire arrangements shall require

prior approval in accordance with internal governance procedures.

15.5

All reimbursements and benefits

under this clause shall be subject to compliance with applicable laws and regulations, including relevant tax rules in the United Kingdom

and the United States;

Holiday

16.1

The Company’s holiday

year runs between 1st January and 31st December. In addition to the normal bank and public holidays applicable

in England and Wales You will be entitled to 25 working days’ paid holiday during each holiday year plus bank holidays to be

taken at such time as the Company may from time to time approve in advance and paid at the rate of Salary or, only if and to the extent

required by applicable law, at the rate of your normal remuneration where this is greater than Salary (Holiday Entitlement).

16.2

In any holiday year, your

statutory holiday entitlement will be deemed to be taken first.

16.3

During any period in which

You are Incapacitated for a continuous period of one month or more You will only accrue your statutory holiday entitlement.

16.4

Save as required by law or

as may be agreed with your line manager in advance and in writing, You may not carry forward untaken Holiday Entitlement from one holiday

year to the next and any such Holiday Entitlement will be forfeited without any right to payment in lieu.

16.5

In the holiday year in which

your Appointment commences or terminates Your holiday entitlement will be calculated on a pro-rata basis.

16.6

Upon termination of the Appointment

You will, subject to clause 24.2 if appropriate, either be entitled to Salary in lieu of any outstanding Holiday Entitlement or be

required to repay to the Company any Salary received in respect of Holiday Entitlement taken in excess of your proportionate Holiday

Entitlement and any sums repayable by You may be deducted from any outstanding Salary or other payments due to You.

16.7

The Company may require You

to take any accrued but unused Holiday Entitlement during any period of notice given to terminate the Appointment or at any other time,

or, if applicable, any such holiday shall be deemed to be taken during any period of Garden Leave.

Other paid leave

17.1

Subject to any eligibility

criteria, You may be entitled to other periods of paid leave including maternity leave, adoption leave, paternity leave, shared parental

leave, compassionate leave, dependents leave and jury leave, statutory parental, bereavement leave subject to and in accordance with

the applicable statutory rules and the Company’s policies and procedures in place from time to time. A copy of the Company’s

current relevant policies and procedures is available in the Staff Handbook.

17.2

The paid leave referred to

in this clause is not a contractual entitlement and may be amended or withdrawn by the Company at any time.

Other benefits

18.1

Insurance

(a)

Without prejudice to the

Company’s right to vary or discontinue any such benefits at its discretion, the Company will, subject to clauses 18.1(b) and

18.1(c), provide You with the following benefits, particulars of which may be obtained from the Company’s HR Manager:

(i)

private medical expenses

insurance for You and your spouse or civil partner and your children under the age of 18 in accordance with arrangements made between

the Company and such reputable insurer as the Company may decide from time to time and subject to the terms and conditions applicable

to any such insurance;

(ii)

life insurance at a rate

of four times the Salary in accordance with arrangements made between the Company and such reputable insurer as the Company may decide

from time to time and subject to the terms and conditions applicable to any such insurance;

(b)

The benefits referred to

at each of clauses 18.1(a)(i) and 18.1(a)(ii) are conditional on the relevant insurer accepting cover for You at a premium the rate

of which the Company considers reasonable and accepting liability for any particular claim. In the event that the relevant insurer

does not accept cover or liability in respect of You at a premium the rate of which the Company considers reasonable or any claim by

You in respect of any of the benefits referred to at clauses 18.1(a)(i) and 18.1(a)(ii), the Company will have no obligation to provide

any alternative benefit or cover in this regard. The provision of the benefits at clauses 18.1(a)(i) and 18.1(a)(ii) inclusive will

not restrict the Company’s ability to terminate the Appointment in accordance with clauses 5, 19.9 and 24.1 or 1.1 of this agreement

for any reason including, without limitation, because You are Incapacitated.

(c)

All and any benefits provided

under clauses 18.1(a)(i) and 18.1(a)(ii) will cease with effect from the date You reach state pension age or from the date of termination

of the Appointment whichever is earlier.

(d)

You must pay and fully indemnify

the Company against all income tax payable by the Company on your behalf by reason of any of the benefits received by You in connection

with the Appointment. The Company is entitled and authorised to make deductions from the Salary or other payments due to You to satisfy

any such income tax liability.

Sickness and sick pay

19.1

Subject to your compliance

with the sickness absence procedures of the Company (as amended from time to time), you may be entitled to receive enhanced sick pay

from the Company (“Enhanced Sick Pay”). The decision as to whether you are entitled to any Enhanced Sick Pay, and

if so the amount of any such Enhanced Sick Pay, is entirely at the discretion of the Company. Enhanced Sick Pay is inclusive of SSP

(as defined in clause 19.7 below).

19.2

If your pay during any period

of Incapacity is reduced or you are paid SSP only, the level of contributions in respect of your membership of the pension scheme Inspired

Gaming - Inspired Gaming Group Ltd may continue, subject to the relevant pension scheme rules in force at the time of absence.

19.3

You agree to consent to medical

examinations (at the expense of the Company) by a doctor nominated by the Company should the Company so require.

19.4

If the Incapacity is or appears

to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which

damages are or may be recoverable, you shall immediately notify HR of that fact and of any claim, compromise, settlement or judgment

made or awarded in connection with it and all relevant particulars that the Company may reasonably require. You shall, if required,

refund to the Company that part of any damages or compensation recovered relating to the loss of earnings for the period of the Incapacity

as the Company may reasonably determine less any costs borne in connection with the recovery of such damages or compensation, provided

that the amount to be refunded shall not exceed the total amount paid to you by the Company in respect of the period of Incapacity.

19.5

If You are Incapacitated

You must immediately notify your line manager and inform them of the reason for your absence.

19.6

Each time You are absent

from work You must provide evidence to the Company of the reason for your absence. This evidence must be provided by way of a self-certification

form obtainable from the Company’s HR team which must be completed by You on the first day on which You return to work. In addition,

in the case of illness or injury lasting for more than seven consecutive days, You must provide a doctor’s certificate on the

eighth day of illness or injury and weekly thereafter.

19.7

Subject to You satisfying

the relevant requirements, You shall receive statutory sick pay (SSP) under the provisions of the Social Security Contributions

and Benefits Act 1992 for periods of absence due to Incapacity. For statutory sick pay purposes your qualifying days will be your normal

working days.

19.8

You agree that, at any time

during the Appointment, You will attend, if required by the Company for the purpose of assessing and obtaining guidance regarding your

fitness for work, a medical examination by a medical practitioner appointed by the Company at its expense and will authorise such medical

practitioner to disclose to, and discuss with, the Company’s HR Manager the results of any such medical examination.

19.9

If at any time You are Incapacitated

during the Appointment for a total of 26 or more weeks in any 12 consecutive calendar months the Company may terminate the Appointment

by such notice as is required by section 86 of the Employment Rights Act 1996 in writing given to You at any time during the period

for which You are Incapacitated. The rights of the Company to terminate your Employment under the terms of this agreement apply even

when such termination would or might cause you to forfeit any entitlement to sick pay, insurance or other benefits.

19.10

If You are Incapacitated

for a consecutive period of 20 working days the Board may (without prejudice to the provisions of clause 5.3(b)) appoint another person

or persons to perform your duties until such time as You are able to resume fully the performance of your duties.

Inside Information

20.1

During the Employment the

Executive shall comply with the Group’s code of practice on dealings in securities in place from time to time, and the provisions

of the Securities Exchange Act, the Market Abuse Regulation, and any other applicable laws and regulations in any jurisdiction governing

insider trading relating to any Group Company and any other applicable law or regulations applying to dealings in securities of the

Company or of any Group Company, and will comply with the Insider Trading Policy.

20.2

The Executive shall not and

shall procure that none of his closely associated persons (as defined in the Market Abuse Regulation) (including his spouse or civil

partner and any children or step-children under the age of 18) shall deal in any way in any securities of the Company or of any Group

Company except in accordance with the Group’s code of practice from time to time in relation to such dealings.

Confidential

Information

21.1

You acknowledge that in the

course of the Appointment You will have access to trade secrets of the Company and/or Group Company and/or Confidential Information.

You agree that You will not at any time during the Appointment nor at any time after its termination except for a purpose of the Company

or the Group directly or indirectly:

(a)

use or disclose trade secrets

of the Company and/or Group Company and/or any Confidential Information;

(b)

make, use, or remove from

the premises of the Company or of any Group Company copies of any Confidential Information or other document, record, memoranda, correspondence

or other data (including emails) (created or stored in whatever media, including for the avoidance of doubt in any electronic format)

relating to the Company or Group Company other than in the proper performance of your duties under this agreement except with the written

authority of the Board which authority will apply in that instance only;

(c)

post Confidential Information

on any Social Media. On termination of employment, You must comply with the terms of the Company’s Social Media Policy governing

termination.

21.2

All trade secrets of the

Company and/or Group Company and its/their Confidential Information are and remain the property of the Company and/or Group Company

at all times.

21.3

Your obligations under clauses

21.1 and 21.5 will not, however, prevent You from:

(a)

using or disclosing any Confidential

Information which and to the extent that You are authorised to use or disclose by the Company; or

(b)

using or disclosing any Confidential

Information which has entered the public domain unless it enters the public domain as a result of an unauthorised disclosure by You

or anyone else employed or engaged by the Company or any Group Company; or

(c)

using or disclosing any Confidential

Information which is required by HM Revenue & Customs; or

(d)

using or disclosing any Confidential

Information which You are required to disclose by law or is appropriate to disclose to a regulatory body; or

(e)

disclosing Confidential Information

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

(f)

disclosing Confidential Information

which is necessary and appropriate to disclose in confidence to a trade union representative or a regulated health, care or legal professional;

(g)

filing a charge or complaint

with the Securities and Exchange Commission or other applicable U.S. governmental agency or commission, and You understand that the

Appointment does not limit your ability to communicate with any U.S. governmental agency or commission or otherwise participate in

any investigation or proceeding that may be conducted by any U.S. governmental agency or commission, including providing documents

or other information, without notice to the Group; or

(h)

receiving an award from a

U.S. government-administered whistleblower award program (including an award from the SEC pursuant to Section 21F of the Securities

Exchange Act and the rules and regulations thereunder); or

(i)

disclosing Confidential Information

which You are entitled to disclose under section 43A to 43L of the Employment Rights Act 1996 (whistleblowing provisions) provided

that the disclosure is made in an appropriate way to an appropriate person having regard to the provisions of that Act and this Agreement,

provided

that, in the case of any disclosure under clauses 21.3(c) to 21.3(i), You must (to the extent permitted by the applicable laws) notify

the Company in advance of the disclosure.

21.4

You must not make any public

statement (whether written or oral) to the media or otherwise relating to the affairs of the Company or any Group Company and must

not write any article for publication on any matter concerned with the Business or other affairs of the Company or the Group without

the prior written consent of the Board.

21.5

Without prejudice to clause

21.3, You must not directly or indirectly make, whether in writing or otherwise, any adverse statements or comments about the Company

or any Group Company or its/their officers, directors, shareholders or employees.

Post-Termination Restrictions

22.1

In this clause 22 the following

words and phrases have the following meanings:

Customer

means any person, firm or company who at the Termination Date, or at any time during the 12 months immediately prior to the Termination

Date, was a customer of the Company or any Group Company, and from whom You had obtained business on behalf of the Company or any Group

Company, or to whom You had provided or arranged the provision of goods or services on behalf of the Company or any Group Company, or

for whom You had management responsibility, in each case at any time during the 12 months immediately prior to the Termination Date.

Potential

Customer means any person, firm or company with whom either You or any other employee of the Company or any Group Company for whom

You had, at the date of the negotiations, management responsibility, carried out negotiations on behalf of the Company or any Group Company,

at any time during the period of three months immediately prior to the Termination Date, with a view to such person, firm or company

becoming a customer of the Company or of any Group Company.

Restricted

Business means the Business or any part of the Business which in either case:

(a)

is carried on by the Company

or any Group Company at the Termination Date; or

(b)

was carried on by the Company

or by any Group Company at any time during the period of six months immediately prior to the Termination Date; or

(c)

is to your knowledge to be

carried out by the Company or by any Group Company at any time during the period of six months immediately following the Termination

Date,

and

which You were materially concerned with or had management responsibility for or had substantial Confidential Information regarding in

each case at any time during the period of 12 months immediately prior to the Termination Date.

Restricted

Employee means any person employed or engaged by the Company or any Group Company at the Termination Date in the capacity of director,

consultant or in any senior research, technical, IT, financial, marketing, sales or any managerial role whom You have managed, or with

whom You worked, at any time during the period of 12 months immediately prior to the Termination Date, and does not include any non-managerial

employee employed in an administrative, clerical, manual or secretarial capacity.

Restricted

Supplier means any supplier to the Company or to any Group Company with whom You have had substantial personal contact or for whom

You have had managerial responsibility during the period of 12 months immediately prior to the Termination Date.

Restricted

Territory means England, Scotland, Wales and Northern Ireland together with any other country in which the Company or any other Group

Company:

(a)

carried on any Restricted

Business or provided any goods or services in connection with any Restricted Business at the Termination Date; or

(b)

carried on any Restricted

Business or provided any goods or services in connection with any Restricted Business at any time during the period of six months immediately

prior to the Termination Date; or

(c)

is to your knowledge to carry

out any Restricted Business at any time during the period of six months immediately following the Termination Date,

and

regarding which country at any time during the period of 12 months immediately prior to the Termination Date You:

(d)

were materially

concerned with or worked in; and/or

(e)

had management

responsibility for; and/or

(f)

obtained

substantial Confidential Information.

Termination

Date means the effective date of termination of the Appointment.

22.2

You acknowledge that following

termination of the Appointment, You will be in a position to compete unfairly with the Company as a result of the Confidential Information,

trade secrets and knowledge about the business, operations, customers, employees and trade connections of the Company and the Group

You have acquired or will acquire and through the connections that You have developed and will develop during the Appointment. You

therefore agree to enter into the restrictions in this clause 22 for the purpose of protecting the Company’s legitimate business

interests and in particular the Confidential Information, goodwill and the stable trained workforce of the Company and the Group.

22.3

You covenant with the Company

and each Group Company that You will not directly or indirectly, on your own behalf, or on behalf of any person, firm or company in

connection with any business which is or is intended or about to be competitive with the Restricted Business (as defined above) or

in relation to the provision of any goods or services similar to or competitive with those sold or provided by the Company or any Group

Company in connection with the Restricted Business:

(a)

for a period of 6 months

following the Termination Date solicit or canvass the custom of any Customer (as defined above);

(b)

for a period of 6 months

following the Termination Date solicit or canvass the custom of any Potential Customer (as defined above);

(c)

for a period of 6 months

following the Termination Date deal with any Customer;

(d)

for a period of 6 months following the Termination Date

deal with any Potential Customer;

(e)

for a period of 6 months following the Termination Date

solicit or entice away, or attempt to entice away from the Company or any Group Company any Restricted Employee (as defined above);

(f)

for a period of 6 months following the Termination Date

employ, offer to employ or enter into partnership with any Restricted Employee with a view to using the knowledge or skills of such

person in connection with any business or activity which is or is intended to be competitive with the Restricted Business.

22.4

You covenant with the Company

and each Group Company that You will not for a period of 6 months following the Termination Date, directly or indirectly, on your own

behalf, or on behalf of any person, firm or company within the Restricted Territory (as defined above) set up, carry on, be employed

in, provide services to, be associated with, or be engaged or interested in, whether as director, employee, principal, shareholder,

partner or other owner, agent or otherwise, any business which is, or is intended or about to be, competitive with the Restricted Business

save as a shareholder for investment purposes only of not more than three per cent of any public company whose shares or stocks are

quoted or dealt in on any Recognised Investment Exchange.

22.5

You covenant with the Company

and each Group Company that You will not for a period of 6 months following the Termination Date, directly or indirectly, on your own

behalf, or on behalf of any person, firm or company endeavour to cause any person, firm or company who at the Termination Date, or

at any time during the 12 months immediately prior to the Termination Date, is or was a Restricted Supplier (as defined above) to the

Company and/or any Group Company, to either cease to supply the Company or any Group Company or materially alter the terms of such

supply in a manner detrimental to the Company or any Group Company.

22.6

In the event that You receive

an offer of employment or request to provide services either during the Appointment or during the currency of the restrictive periods

set out in clauses 22.3 and 22.4 and 22.5, You must (and the Company may) provide immediately to such person, company or other entity

making such an offer or request a full and accurate copy of this agreement signed by both parties.

22.7

The restrictions contained

in this clause are considered by the parties to be reasonable in all the circumstances. Each sub clause constitutes an entirely separate

and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for

the protection of the interests of the Company and any Group Company.

Intellectual Property Rights

23.1

You (and the Company) acknowledge

that You may create Inventions (alone or jointly) in the course of your employment with the Company and that You have a special obligation

to further the interests of the Company in relation to such Inventions. You must, promptly following creation, disclose to the Company

all such Inventions and works embodying Company Intellectual Property.

23.2

You acknowledge that (except

to the extent prohibited by or ineffective in law) all Company Intellectual Property and materials embodying them will automatically

belong to the Company as from creation for the full term of those rights.

23.3

To the extent that any Company

Intellectual Property does not vest in the Company automatically pursuant to clause 23.2 (and except to the extent prohibited by or

ineffective in law) You:

(a)

hereby assign, by way of

present and future assignment, any and all right, title and interest in the Company Intellectual Property to the Company; and

(b)

must hold the Company Intellectual

Property on trust for the benefit of the Company until such Company Intellectual Property fully vests in the Company; and

(c)

hereby grant to the Company

an exclusive, worldwide, transferable, sub-licensable, royalty-free and fully paid-up licence to use the Company Intellectual Property

in its discretion until such Company Intellectual Property fully vests in the Company.

23.4

the extent that any Inventions You create (whether alone or jointly) at any time during the course of your Appointment are prohibited

by or prevented in law from automatically vesting with the Company pursuant to clause 23.2 or from being assigned to the Company pursuant

to clause 23.3(a), You must, immediately upon creation of such rights, grant the Company a right of first refusal, in writing, to acquire

them on arm’s length terms to be agreed between You and the Company. If You and the Company cannot agree on such terms within

30 days of the Company receiving your offer, the Company will refer the dispute to an independent expert who will be appointed by the

President of the Institute of Chartered Accountants in England and Wales. The expert will be instructed to act as an independent expert,

and not as an arbitrator. The expert’s decision will be final and binding on the parties and the costs of the expert’s

determination will be borne equally by You and the Company.

23.5

You agree:

(a)

to do everything You can

to execute all such documents, both during and after the Appointment, as the Company may require to vest in the Company all right,

title and interest pursuant to this agreement at the reasonable expense of the Company;

(b)

to do everything You can

to provide all such information and assistance and do all such further things as the Company may require to enable it to protect, maintain

and exploit the Company Intellectual Property to the best advantage, at the reasonable expense of the Company, including (without limitation),

at the Company’s request, applying for the protection of Inventions throughout the world;

(c)

to do everything You can

to assist the Company in applying for the registration of any registrable Company Intellectual Property, to enable it to enforce the

Company Intellectual Property against third parties and to defend claims for infringement of third party Intellectual Property Rights

at the reasonable expense of the Company;

(d)

not to apply for the registration

of any Company Intellectual Property in the United Kingdom or any other part of the world without the prior written consent of the

Company; and

(e)

to keep confidential all

Company Intellectual Property unless the Company has consented in writing to its disclosure by You.

23.6

You hereby waive, as against

the Company, its successors and assigns and any licensee of any of the foregoing, all of your present and future moral rights which

arise under the Copyright Designs and Patents Act 1988 and all similar rights in other jurisdictions relating to the Company Intellectual

Property.

23.7

You acknowledge that, except

as provided by law, no further remuneration or compensation, other than that provided for in this agreement, is or may become due to

You in respect of your compliance with this clause 23. This clause is without prejudice to your rights under the Patents Act 1977.

23.8

You irrevocably appoint the

Company as your attorney in your name to sign, execute, do or deliver on your behalf any deed, document or other instrument and to

use your name for the purpose of giving full effect to this clause.

23.9

Rights and obligations under

this agreement will continue in force after termination of this agreement in respect of any Company Intellectual Property.

Termination

of employment

24.1

The Appointment may be terminated

without notice or payment in lieu of notice with immediate effect by the Company if at any time:

(a)

it is found that You did

not materially comply with any reasonable lawful order or direction given to You by the Company; or

(b)

the Company reasonably believes

that You have committed any serious breach or repeated after written warning any breach or are guilty of a continuing breach of any

of the terms of this agreement or the Parent Company’s Code of Ethics; or

(c)

the Company reasonably believes

that You are guilty of any gross or serious misconduct or (after written warning) wilful neglect in the discharge of your duties under

this agreement; or

(d)

the Company reasonably believes

that You are guilty of any bribery, corruption, fraud, dishonesty or conduct tending to bring You or the Company or any Group Company

into disrepute including for the avoidance of doubt any criminal offence (except a road traffic offence not involving a custodial sentence);

(e)

You breach any gaming legislation

whether in the UK or in other territories in which the Group operates and/or any associated licence conditions or codes of practice;

(f)

the Company reasonably believes

that You have committed a breach of any legislation in force which may affect or relate to the business of the Company or any Group

Company; or

(g)

You are guilty of a serious

breach of any professional conduct rules applicable to You, any regulatory authorities relevant to the Company or any Group Company

or any code of practice or policy issued by the Company (as amended from time to time);

(h)

You are not able to hold

or maintain the necessary licenses required for necessary regulatory bodies, or in connection with professional qualifications and

certifications needed to properly and effectively perform the role set out herein;

(i)

You become prohibited by

law from being or acting as a statutory director; or

(j)

You are in material breach

of the articles of association of the Company.

24.2

In the event of termination

under clause 24.1 the Company will not be obliged to make any further payment to You except such Salary as will have accrued at the

date of termination and payment in respect of accrued but untaken Holiday Entitlement.

24.3

Upon notice of termination

of the Appointment being given, or upon termination of the Appointment, or, at the start of a period of Garden Leave, or at any time

upon request by the Company in writing, You must:

(a)

at the request of the Company

resign from all (if any) offices held by You in the Company or any Group Company and all (if any) trusteeships held by You of any pension

scheme or any trust established or subscribed to/by the Company and any Group Company and in the event of your failure to do so the

Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign and execute all documents and

do all things necessary to constitute and give effect to such resignation;

(b)

immediately return to the

Company all Company or Group Company related correspondence (including emails), documents, papers, materials, memoranda, notes, records

(on whatever media and whether or not prepared or produced by You) and any copies thereof, all Confidential Information, all business

passwords, any charge or credit cards and all other property belonging to the Company or any Group Company which may be in your possession

or under your control provided that You will not be obliged to return prior to the date of termination of the Appointment any property

provided to You as a contractual benefit;

(c)

if requested send to the

Company a signed statement confirming that You have complied with clause 23.3 (b); and

(d)

provide the Company with

any information, advice or reasonable assistance it requires in respect of your Appointment or its termination, including such reasonable

assistance as the Company may require in ensuring the smooth and orderly handover of your role to any individual(s) nominated by the

Company.

24.4

You agree that the Company

may withhold any sums owing to You on termination of your Appointment pending your compliance with clause 24.3(b).

24.5

Following notice to terminate

the Appointment being given by the Company or You, the Company may at any time:

(a)

announce to employees, officers,

shareholders, investors, clients, customers and suppliers of the Company or any Group Company and/or (where appropriate) on a more

general basis that the Appointment is ending and, where reasonably appropriate, the reason for such termination. You will not make

any such announcement unless You have first obtained the Company’s express written consent; and/or

(b)

appoint a replacement (whether

temporary or permanent) and to have that replacement work jointly with You and/or to take over some or all of the responsibilities

of your role.

24.6

You must not at any time

after the termination of the Appointment represent yourself as being in any way connected with or interested in the Business of the

Company or the Group.

Payment

in lieu of notice

25.1

At its absolute discretion

the Company may at any time (including without limitation after notice of termination has been given by either party) lawfully terminate

this agreement with immediate effect by notifying You in writing that the Company is exercising its right under this clause 25.1 and

that it will make within 45 days a payment in lieu of notice (Payment in Lieu).

25.2

The Payment in Lieu will

be equal to your Salary for the then unexpired period of notice (subject to deductions required by law including the deduction at source

of income tax and national insurance contributions). For the avoidance of doubt, the Payment in Lieu will not include any element in

relation to:

(a)

any bonus or commission payments,

or payments, rights or benefits under any share option or long term incentive plan or salary sacrifice scheme that might otherwise

have been due had You worked for the Company during the notice period for which the Payment in Lieu is made;

(b)

any payment in respect of

benefits which You would have been entitled to receive had You worked for the Company during the notice period for which the Payment

in Lieu is made; and

(c)

any payment in respect of

any Holiday Entitlement that would have accrued had You worked for the Company during the notice period for which the Payment in Lieu

is made.

25.3

You have no right to receive

a Payment in Lieu unless the Company has exercised its discretion in clause 25.1. Nothing in this clause 25 prevents the Company from

terminating the Appointment in breach.

25.4

Notwithstanding clause 25.1

You will not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without

notice in accordance with clause 25.1 and in that case the Company will also be entitled to recover from You any Payment in Lieu already

made.

25.5

On termination of the Appointment

howsoever arising You will not have any claim for breach of contract in respect of the loss of any rights or benefits under any share

option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which You

may participate which would otherwise have accrued during the period of notice to which You are entitled.

Garden leave

26.1

Following notice to terminate

the Appointment being given by the Company or You or if You purport to terminate the Appointment in breach of contract the Company

may by written notice require You not to perform any services (or to perform only specified services) for the Company or for any Group

Company for all or part of the applicable notice period required under this Agreement.

26.2

During any period of Garden

Leave You will:

(a)

not be entitled to receive

any work from the Company;

(b)

continue to receive the Salary

and other contractual benefits under this agreement in the usual way and subject to the terms from time to time in force of any benefit

arrangements;

(c)

remain an employee of the

Company and remain bound by your duties and obligations, whether under this agreement or otherwise, which will continue in full force

and effect;

(d)

not contact or deal with

(or attempt to contact or deal with) any customer, client, supplier, agent, distributor, shareholder, employee, officer or other business

contact of the Company or any Group Company without the prior written consent of the Board;

(e)

not (unless otherwise requested)

enter onto the premises of the Company or any Group Company without the prior written consent of the Board;

(f)

not commence any other employment

or engagement (including taking up any directorships or consultancy services;

(g)

provide such assistance as

the Company or any Group Company may require to effect an orderly handover of your responsibilities to any individual or individuals

appointed by the Company or any Group Company to take over your role or responsibilities; and

(h)

make yourself available to

deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Business. In

connection with this clause 26.2 (h) You must ensure that your line manager knows how You can be contacted during each working day

(with the exception of such periods of Garden Leave which are taken as holiday).

26.3

In the event that the Company

exercises its rights under clause 26.1 of this agreement then any Garden Leave will be set off against and therefore reduce the periods

for which the restrictions in clauses 22.3 and 22.4 of this agreement apply.

Directorship

27.1

Subject to clause 27.2, the

Company will procure your appointment and You will act as a director of the Company. You must also accept (if offered) appointment

as a director or officer of any Group Company. Your appointment as a director of the Company or any Group Company will be with or without

such executive powers as the Board will decide in its absolute discretion.

27.2

Your appointment as a statutory

director of the Company or any Group Company does not amount to a term of employment. In the event of you ceasing to be a statutory

director as a result of the shareholders of the Company failing to elect or re-elect you as a statutory director of the Company or

the Company removing You from any such directorship at any time for any reason, this will not amount to a breach of this agreement

and will not give rise to a claim for damages or compensation.

27.3

During your Appointment,

You must:

(a)

be responsible directly to

the Board, or Executive Chairman or CEO of the same;

(b)

observe and comply with all

lawful and reasonable requests, instructions, resolutions and regulations of the Board and give to the Board such explanations, information

and assistance as the Board may reasonably require;

(c)

comply with all legal duties

imposed on You including those contained in the Companies Act 2006 and any professional conduct rules applicable to You; and

(d)

resign any appointment as

a director if requested by the Board without any claim for damages or compensation. If You fail to resign any such appointment the

Company is hereby irrevocably authorised to appoint a person in your name and on your behalf to sign and execute all documents and

do all things necessary to constitute and give effect to such resignation. Termination, at the Board’s request, of a directorship

or other office held by You will not terminate your employment or amount to a breach of the terms of this agreement by the Company.

27.4

You consent to the Company

or any Group Company making your service contract (as defined in the Companies Act 2006) available for inspection in compliance with

that Act notwithstanding that it contains your residential address.

27.5

Your Salary is set out at

clause 12.5 and will be inclusive of any fees and/or remuneration to which You may be entitled as a director of the Company or any

Group Company.

27.6

In circumstances where the

continued normal operation of the Company’s Business is reasonably perceived to be at risk due to exceptional and/or unexpected

serious national or international events which directly or indirectly impact on the Company (including, but not limited to, a catastrophe,

a pandemic, war, terrorism or financial crisis) the Company may in its absolute discretion and with immediate effect to reduce your

Salary, without any corresponding reduction in your normal working hours, by such amount as it considers reasonable to facilitate the

future viability of the Business, save that any such reduction will not exceed 50% of your Salary.

27.7

If the Company is wound up

for the purposes of reconstruction or amalgamation You will not as a result or by reason of any termination of your Appointment or

the redefinition of your duties within the Company or the Group arising or resulting from any reorganisation or amalgamation of the

Group have any claim against the Company or any other Group Company for damages for termination of your Appointment or otherwise so

long as You will be offered employment with any concern or undertaking resulting from such reconstruction reorganisation or amalgamation

on terms and conditions no less favourable to You than the terms contained in this agreement.

27.8

If You at any time have been

offered but have unreasonably refused or failed to agree to the transfer of this agreement by way of novation to a Group Company or

any company which has agreed to acquire, directly or indirectly, 50 per cent of the share capital of the Company, the Company may terminate

your Appointment by such notice as is required by section 86 of the Employment Rights Act 1996 given within one month of such offer.

27.9

Your Appointment may be terminated

without notice or payment in lieu of notice with immediate effect by the Company if at any time:

(a)

You are declared bankrupt

or have a receiving order made against You or You make any general composition with your creditors or take advantage of any statute

affording relief for insolvent debtors; or

(b)

You become prohibited by

law from being or acting as a statutory director of the Company; or

(c)

You refuse or fail to agree

to accept employment on the terms and in the circumstances specified in clause 27.8 of this agreement; or

(d)

You resign as a director

of the Company other than at the request of the Board.

27.10

If You are not re-elected

as a director at any Annual General Meeting of the Company at which You retire by rotation, the Company will be entitled to terminate

your Appointment but without prejudice to any claim You may have for damages for breach of this agreement.

Data Protection

28.1

You confirm that You have

read and understood each of:

(a)

the Company’s Data

Protection Policy, a copy of which is contained in the Staff Handbook; and

(b)

the employee privacy notice,

a copy of which is available for review on the intranet (Employee Privacy Notice).

28.2

You must keep the Company

informed of any relevant changes to your personal data.

28.3

In the course of the Appointment

You will have access to personal data and special categories of data relating to other employees, other individuals who work for the

Company or Group, shareholders, client/customers or contacts at clients/customers, suppliers and contacts at suppliers. You must comply

with the Company’s data protection policies and procedures in respect of such data at all times. You must keep such data confidential

and not use or disclose it other than in the proper performance of your duties.

28.4

The Company may update the

Employee Privacy Notice at any time and will notify employees in writing of any changes. The Employee Privacy Notice does not form

part of your contract of employment.

Bribery and corruption

29.1

The Company expects the highest

standards of integrity in relation to your dealings with the Company’s customers, suppliers, agents and subcontractors and with

any government official.

29.2

You must comply with the

Company’s Anti-bribery and Corruption Policy. Any breach of this policy will be regarded as a serious matter and will be dealt

with under the Company’s disciplinary procedure. Serious cases may be treated as gross misconduct leading to summary dismissal.

Prevention of the Facilitation

of Tax Evasion

30.1

You must take a zero-tolerance

approach to tax evasion. You must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any

foreign country. You must immediately report to the General Counsel any request or demand from a third party to facilitate the evasion

of tax, or any concerns that such a request or demand may have been made.

30.2

You must at all times comply

with the Company’s Anti-Facilitation of Tax Evasion Policy, a copy of which is available on the Company’s intranet and

as may be updated from time to time. Any breach of this policy will be regarded as a serious matter and will be dealt with under the

Company’s disciplinary procedure. Serious cases may be treated as gross misconduct leading to summary dismissal.

Notices

may be given by either party by personal delivery or by letter or email addressed to the other party at (in the case of the Company)

its registered office for the time being and (in the case of You) your last known address. Any such notice given by letter will be deemed

to have been given 48 hours after posting. Any notice given to the Company by email may be sent to the normal business email address

of the Chief Executive Officer of the Company and any notice given to You by email may be sent to such email address as You notify to

the Company from time to time and any notice given by email will be deemed to have been given one hour after it was sent and a hard copy

will be sent by post or fax by way of confirmation.

Validity

of agreement

any provision of this agreement (including without limitation the provisions contained in clause 22 and clause 23) is found by any court

or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect

the other provisions of this agreement which will remain in full force and effect. If any provision of this agreement (including without

limitation the provisions contained in clause 22 and clause 23) is so found to be invalid or unenforceable but would be valid or enforceable

if some part of the provision were deleted, the provision in question will apply with such modifications as may be necessary to make

it valid.

Entire

agreement

33.1

This agreement constitute

the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes cancels and nullifies

any previous agreement between the parties or any of them relating to such matters notwithstanding the terms of any previous agreement

or arrangement expressed to survive termination.

33.2

Each of the parties acknowledges

and agrees that in entering into this agreement, it does not rely on, and will have no remedy in respect of, any statement, representation,

warranty or understanding (whether negligently or innocently made) other than as expressly set out in this agreement. The only remedy

available to either party in respect of any such statement, representation, warranty or understanding will be for breach of contract

under the terms of this agreement.

33.3

Nothing in this clause 33

will operate to exclude any liability for fraud.

Third

party rights

Other

than a Group Company, a person who is not party to this agreement will have no right under the Contracts (Rights of Third Parties) Act

1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available

otherwise than pursuant to that Act.

Counterparts

This

agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto will constitute

an original but all of which will constitute one and the same instrument.

Governing

law and jurisdiction

36.1

This agreement and any dispute

or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims will

be construed and governed in accordance with the laws of England and Wales.

36.2

To the maximum extent allowed

by law, any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its breach,

existence, validity or termination or the legal relationships established by this contract or any non-contractual claims (whether in

tort or otherwise), may be referred to and finally determined by arbitration.

36.3

It is agreed that:

(a)

the tribunal shall consist

of one arbitrator to be appointed by the parties or, failing agreement by the parties within 20 days of service of written notice by

either party to the other party requesting agreement to the appointment of an arbitrator, the appointing authority shall be the London

Court of International Arbitration (LCIA)] OR the tribunal shall comprise three arbitrators. Each party shall appoint an arbitrator,

and the two arbitrators so appointed shall appoint a third arbitrator who shall act as chair of the tribunal. If either party fails

to appoint an arbitrator within 20 days of receiving notice of the appointment of an arbitrator by the other party, such arbitrator

shall, at the request of the other party be appointed by the London Court of International Arbitration (LCIA). If the two arbitrators

appointed in accordance with the above provisions fail to agree upon a third arbitrator within 10 days of the appointment of the second

arbitrator, the third arbitrator shall, at the request of either party, be appointed by the LCIA.

(b)

the seat of the arbitration

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

SIGNATURE

PAGE TO FOLLOW

WITNESS whereof the parties have executed this agreement as a deed on the date of this agreement.

one director in the presence of an attesting witness

Executed as a deed

by Inspired Gaming (UK) )

Limited by a director in the presence of a witness: )

)

Signature

)

Name (block capitals)

SIMONA CAMILLERI

Director

Witness

signature

Witness

name

Virgilia

Stevens

(block

capitals)

Witness

address

107, Station Street,

Burton Upon Trent, DE141,

United Kingdom

Signed

as a deed by Craig Kyle Wilson in the presence of:

)

Signature

Witness

signature

Witness

name

SIMON

WHITBY

(block

capitals)

Witness

address

107, Station Street,

Burton Upon Trent, DE141,

United Kingdom

Schedule

1 – Job Description

●

Serve

as:

○

EVP, CFO, CAO, and PAO of

INSE, and the Company;

○

Director or Officer of such

subsidiaries or affiliates as directed by INSE, its Executive Chair, CEO, Board, or authorized representative;

○

Member of Company Executive

Committee;

●

Assist INSE senior management

team and Board in developing and implementing Group strategy;

●

Ensure compliance with all

applicable regulatory requirements, especially compliance with U.S. GAAP accounting requirements within Company’s accounting,

finance, controls, and reporting functions;

●

Ensure external reporting

meets or exceeds all regulatory and professional standards – analyst presentations, statutory accounts and other presentations

as needed to support the INSE senior management on a proactive Investor Relations strategy.

●

Lead and ensure the effectiveness

of the key finance functions of Financial Control, Financial Reporting, Corporate Finance (M&A), Tax, Treasury;

●

Coordinate with INSE, Company,

and Group Auditors and other accounting professionals assisting same;

●

Help foster a strong performance

culture with a key emphasis on value creation, ROI and cash management;

●

Ensure the business has the

appropriate capital structure and available liquidity to enable it to meet its ongoing operational needs whilst pursuing its strategic

objectives

●

Manage the financial aspects

of Investor Relations and how they relate to Group strategy and support the Executive Chair and CEO in representing the Group’s

strategy and market positioning to investors, delivering a message that is well defined and understood and a robust and compelling

vision of the business;

●

Help manage the external

relationships with advisors such as the auditors and corporate brokers and attend all Audit Committee and other Board meetings involving

auditors and non-executive directors;

●

Provide to the Board and

the Audit Committee all information requested by the Board and the Audit Committee; and comply with all obligations imposed by the

Board or the Audit Committee;

●

Develop a robust approach

to forecasting business performance through strong functional leadership and excellent relationships with Group Executives and Divisional

teams, positively influence ways of working and decision making.

●

Demonstrate creativity, innovation,

change management, continuous improvement and strong leadership skills.

●

Establish finance as a true

‘business partner’; integrate finance into the business and provide real value through the provision of quality, timely

and accurate information, highlighting issues and trends.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

DATED

18 MAY 2026

————

Settlement

agreement

between

Inspired

Gaming (UK) Limited

and

James

Andrew Richardson

This

agreement is dated 18 May 2026

Parties

(1)

INSPIRED

GAMING (UK) LIMITED (company number 03565640) whose registered office is at First Floor, 107 Station Street, Burton-On-Trent

DE14 1SZ (“Company”)

(2)

James

Andrew Richardson of the address on record with the Company (“Employee” or “you”)

Agreed

terms

Termination

date

1.1

Your

position as Executive Vice President, Chief Financial Officer, Principal Accounting Officer and Officer of Inspired Entertainment,

Inc. as well as all subsidiary entities of Inspired Entertainment, Inc, as well as all positions you hold with various gaming and

regulatory bodies, shall terminate following your recent resignation as set out in your letter to us dated May 14th, 2026,

such resignation as Chief Financial Officer and related positions to be effective on the same date. The Company will bear all costs

incurred by the Company in connection with any resignation from positions you hold with various gaming and regulatory bodies.

1.2

Your

employment with the Company shall terminate on August 13th, 2026 (Termination Date). As permitted by the terms

of your Contract of Employment dated November 5th, 2024 (“Contract”), we have agreed that you shall be placed on garden

leave as permitted under the Contract for three (3) months (Clause 26) from May 14th 2026 up to and including the Termination

Date, during which period you shall be available to assist with an orderly transition of duties as needed. You acknowledge that any

holiday entitlement accrued but untaken at the commencement of your notice period or accruing during your notice period will be taken

by You prior to the Termination Date and that no payment in respect of accrued untaken holiday will be made following the Termination

Date. The Company will not unreasonably refuse any request by You to take accrued untaken holiday.

1.3

You

will receive your salary and other contractual benefits, including health insurance, life insurance and pension, up to and including

the Termination Date less tax and National Insurance contributions in the usual way.

1.4

You

will receive a payment in lieu of notice (PILON) of three (3) months’ notice pursuant to clause 25.1 in your Contract, such

sum to have tax and National Insurance contributions deducted in the usual way and payable in the next payroll after the Termination

Date.

1.5

You

have agreed to submit any expenses claims incurred accordance with the Employer’s expenses policy no later than May 30th

2026.

1.6

The

Company will deduct from the sums due under this clause any outstanding sums due from You.

1.7

The

Company shall maintain directors’ and officers’ insurance cover for you in respect of your acts and omissions while a

director or officer of the Company, subject to and conditional on:

(a)

you

complying with the terms of this agreement; and

(b)

the

rules or insurance policy of the relevant insurer as amended from time to time.

Reasonable

assistance

You

agree to make yourself available to, and to cooperate with, the Company’s advisers in any internal investigation or administrative,

regulatory, judicial or quasi-judicial proceedings. You acknowledge that this could involve, but is not limited to, responding to or

defending any regulatory or legal process, preparing witness statements and giving evidence in person on the Company’s behalf.

The Company will reimburse any reasonable expenses that You incur as a consequence of complying with your obligations under this clause,

provided that such expenses are approved in advance by the Company.

You

undertake that You will conduct yourself in a professional manner in responding to any requests for assistance.

Termination

payment

3.1

Subject

to and conditional on you complying with the terms of this agreement, we will pay you twenty-five thousand pounds (£25,000)

by way of compensation for the termination of your employment (Termination Payment) as an ex-gratia payment.

3.2

The

Termination Payment will be paid less any required deductions for income tax and National Insurance contributions. In this regard,

the parties believe that the Termination Payment is tax free given it is under £30,000.

3.3

You

acknowledge that if your employment terminates earlier than the Termination Date agreed by the parties at the time of entering into

this agreement, the tax treatment set out above may change as a result of the application of the rules regarding post-employment

notice pay.

3.4

You

shall indemnify us on a continuing basis against any further income tax and employee national insurance contributions in respect

of the Termination Payment (and any related interest and penalties save for interest or penalties incurred due to the default or

delay of the Company).

3.5

The

Termination Payment will be made to you within 21 days of the Termination Date and in the next available payroll, and following receipt

by us of a copy of this agreement signed by you, including the certificate signed by your adviser as set out at Schedule 2.

3.6

the event that your employment is terminated by reason of gross misconduct prior to the Termination Date (save in circumstances in

which You are entitled to and do resign without notice due to any fundamental breach of contract by the Company) the Termination

Payment under clause 3 shall no longer be payable.

Waiver

4.1

The

terms of this agreement are offered by us without any admission of liability and are in full and final settlement of all and any

claims or rights of action of any kind whatever, wherever and however arising that you have or may have, now or in the future, arising

directly or indirectly out of or in connection with your employment with us or its termination, including events occurring after

this agreement has been entered into, whether under common law, contract, statute or otherwise, in any jurisdiction and including,

but not limited to, the claims specified in Schedule 1 (each of which is waived by this clause) but excluding any claims by you to

enforce this agreement, any personal injury claims that have not arisen as at the date of this agreement or any claims in relation

to accrued pension entitlements.

4.2

The

waiver in clause 4.1 shall have effect irrespective of whether or not, at the date of this agreement, the parties are or could be

aware of such claims or have such claims, including but not limited to the circumstances giving rise to them, in their express contemplation

(including such claims of which the parties become aware after the date of this agreement in whole or in part as a result of new

legislation or the development of common law or equity).

4.3

You

acknowledge that the conditions relating to settlement agreements under section 147(3) of the Equality Act 2010, section 288(2B)

of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3)

of the Working Time Regulations 1998 (SI 1998/1833), section 49(4) of the National Minimum Wage Act 1998, regulation 41(4)

of the Transnational Information and Consultation of Employees Regulations 1999 (SI 1999/3323), regulation 9 of the Part-Time

Workers (Prevention of Less Favourable Treatment) Regulations 2000 (SI 2000/1551), regulation 10 of the Fixed-Term Employees

(Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034), regulation 40(4) of the Information and Consultation

of Employees Regulations 2004 (SI 2004/3426), paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes

(Consultation by Employers and Miscellaneous Amendment) Regulations 2006 (SI 2006/349), regulation 62 of the Companies (Cross-Border

Mergers) Regulations 2007 (SI 2007/2974) and section 58 of the Pensions Act 2008 have been satisfied.

Return

of property

5.1

You

warrant that on or before the Termination Date you will return to us in good condition all property belonging to us or relating to

us or our business contacts in whatever format but including any car, company credit card, keys, security pass, identity badge, mobile

telephone, pager, laptop computer, books, documents, papers, computer disks, memory sticks and other media.

5.2

You

shall, on or before the Termination Date, irretrievably delete any information relating to our business or affairs or those of our

business contacts from computer and communications systems and devices owned or used by you outside our premises, including such

systems and data storage services provided by third parties (to the extent technically practicable).

Employee

warranty

6.1

You warrant to the Company as a strict condition of this agreement that as at the date of this agreement:

(i)

You have not commenced employment and have not agreed to accept nor received any offer of employment from any person, firm or company,

the expression “employment” for the purpose of this clause to include any contract of service, any contract for services,

any partnership or agency agreement;

(ii)

You have not done or failed to do anything amounting to a repudiatory breach of the express or implied terms of your employment with

the Company which if the matter had come to the Company’s attention before the Termination Date would have entitled the Company

to terminate your employment summarily or if it had been done or omitted after the date of this agreement would have constituted a breach

of any of its terms; and

(iii)

there are no matters of which You are aware relating to any act or omission by You or by any director, officer, employee or agent of

the Company or any of its Group Companies which if disclosed to the Company would or would be likely to affect the Company’s decision

to enter into this agreement and which has not been disclosed to the Board.

Time

Based and Other Awards

You

hereby acknowledge that the Restricted Stock Units granted under the 2023 Long-Term Incentive Plan (LTIP) and the part of the time-vested

30,000 RSUs awarded pursuant to clause 13.4(a) of the Contract (the “Special Sign-on Equity Grant”) which have vested shall

be retained by yourself, in accordance with and subject to the rules of the grant; and that the rest shall be forfeited in accordance

with the relevant plans.

You

further acknowledge that, notwithstanding the foregoing, the Company is entitled to exercise its applicable rights under any clawback

policy or laws in force during my employment relating to any incentive-based compensation in the event of any accounting restatements.

You confirm you are aware that as a previous officer of the company, you shall remain subject to the Company’s Insider trading

polices post -employment and shall liaise with the General Counsel for any trading activity you wish to undertake in accordance with

said policy.

Post

Termination Restrictions

8.1

Your

obligations under clause 21 (confidentiality), clause 22 (post-termination restrictive covenants) and Clause 23 (Intellectual Property)

of your Contract are hereby repeated and will continue to apply after the Termination Date save that the Company will not seek to

enforce the restrictions contained in paragraph 22.4 of your Contract.

8.2

You

shall not make any adverse or derogatory comment about us, our officers, employees or workers and you shall not do anything which

shall, or may, bring us, our officers, employees or workers into disrepute. We shall not authorise or encourage any of our officers,

employees or workers to make any adverse or derogatory comment about you or to do anything that shall, or may, bring you into disrepute.

This clause is subject to clause 8.3.

8.3

Nothing

in this clause 8 shall prevent you or us (or any of our officers, employees, workers or agents) from:

(a)

making

a protected disclosure under section 43A of the Employment Rights Act 1996;

(b)

making

a disclosure permitted under section 17 of the Victims and Prisoners Act 2024;

(c)

making

a disclosure permitted under section 135 and 136 of the Employment Rights Act 2025;

(d)

reporting

a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency

regarding a criminal investigation or prosecution;

(e)

doing

or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;

(f)

whether

required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory

authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);

(g)

complying

with an order from a court or tribunal to disclose or give evidence;

(h)

disclosing

information to HMRC for the purposes of establishing and paying (or recouping) tax and National Insurance liabilities arising from

your employment or its termination; or

(i)

making

any other disclosure as required by law.

(j)

Disclosing

the existence and terms of this Agreement to the SEC and relevant stakeholders.

Legal

advice and fees

9.1

You

confirm that you have received independent advice as to the terms and effect of this agreement and in particular on its effect on

your ability to pursue the claims specified in 1 from Amanda Pillinger of Pillinger & Associates, who is a relevant independent

adviser, and who shall sign the certificate set out at Schedule 2 to this agreement.

9.2

The

Company shall pay the reasonable legal fees (up to a maximum of £500 plus VAT) incurred by you in obtaining advice on the termination

of your employment and the terms of this agreement, such fees to be payable to the adviser on production of an invoice addressed

to you but marked as payable by us.

10.

Reference

10.1

receipt of a written request from a potential employer, the Company shall provide a positive reference in an agreed form, including

confirmation of dates of employment and position held.

11.

Entire

agreement

This

agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances,

warranties, representations and understandings between them, whether written or oral, relating to your employment and its termination.

12.

Governing

law

This

agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual

disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.

Jurisdiction

Each

party irrevocably agrees that the courts of England and Wales shall have non- exclusive jurisdiction to settle any dispute or claim arising

out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

14.

Subject

to contract and without prejudice

This

agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed by both parties and dated,

when it shall be treated as an open document evidencing a binding agreement.

15.

Counterparts

This

agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts

shall together constitute the one agreement.

This

agreement has been entered into on the date stated at the beginning of it.

Schedule

1 – Claims

Claims:

1.1

for

breach of contract or wrongful dismissal;

1.2

for

unfair dismissal, under section 111 of the Employment Rights Act 1996;

1.3

relation to the right to a written statement of reasons for dismissal, under section 93 of the Employment Rights Act 1996;

1.4

relation to an unlawful deduction from wages or unlawful payment, under section 23 of the Employment Rights Act 1996;

1.5

for

unlawful detriment, under section 48 of the Employment Rights Act 1996 or section 56 of the Pensions Act 2008;

1.6

relation to written employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996;

1.7

relation to guarantee payments, under section 34 of the Employment Rights Act 1996;

1.8

relation to suspension from work, under section 70 of the Employment Rights Act 1996;

1.9

relation to a request for flexible working, under section 80H of the Employment Rights Act 1996;

1.10

[in

relation to time off work, under sections 51, 54, 57, 57B, 57ZC, 57ZF, 57ZH, 57ZM, 57ZQ, 60, 63, 63C and 80N of the Employment Rights

Act 1996;

1.11

relation to working time or holiday pay, under regulation 30 of the Working Time Regulations 1998 (SI 1998/1833);

1.12

for

equal pay or equality of terms under sections 120 and 127 of the Equality Act 2010;

1.13

for

direct or indirect discrimination or harassment related to religion or belief, under section 120 of the Equality Act 2010;

1.14

for

victimisation, under section 120 of the Equality Act 2010;

1.15

for

instructing, causing, inducing, or aiding contraventions contrary to section 111 and 112 of the Equality Act 2010, under section

120 of the Equality Act 2010;

1.16

for

less favourable treatment on the grounds of fixed-term status or a declaration of permanent employment, under regulations 7 and 9

of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034);

1.17

under

regulations 29 and 33 of the Information and Consultation of Employees Regulations 2004 (SI 2004/3426);

1.18

under

paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous

Amendment) Regulations 2006 (SI 2006/349);

1.19

relation to the right to be accompanied under sections 11 and 12 of the Employment Relations Act 1999;

1.20

relation to the right to a written statement and the right not to be unfairly dismissed or subjected to detriment under regulations

4 and 5 of the Agency Workers (Amendment) Regulations 2019 (SI 2019/724);

1.21

relation to personal injury, of which you are or ought reasonably to be aware at the date of this agreement;

1.22

for

harassment under the Protection from Harassment Act 1997;

1.23

for

failure to comply with obligations under the Data Protection Act 1998, the Data Protection Act 2018, the General Data Protection

Regulation (EU) 2016/679) [as it has effect in EU law] or the UK GDPR as defined in sections 3(10) and 205(4) of the Data Protection

Act 2018.

Schedule

2 Adviser’s certificate

Amanda Pillinger of Pillinger & Associates Ltd (CRN: 10480352), whose address is26 Birch Abbey, Alcester, Warwickshire, B49 5BU,

duly

authorised

and regulated by the Solicitors Regulatory Authority (No. 635372) , am a confirm that I have given James Andrew Richardson(my client)

legal advice on the terms and effect of the agreement between my client and Inspired Gaming (UK) Limited of today’s date (the Agreement)

and, in particular, its effect on my client’s ability to pursue the claims specified in Schedule 1 to the Agreement.

also confirm that there is now in force (and was in force at the time I gave the advice referred to above) a policy of insurance or an

indemnity provided for members of a profession or professional body covering the risk of claim in respect of loss arising in consequence

of the advice I have given my client.

SIGNED_____________________________________

DATE:

18 May 2026

Signature

page

Signed

for and on behalf of Gaming (UK) Limited by:

Signature

Name

(block capitals)

SIMONA

CAMILLERI

Director

Signed

by James Richardson

Signature

Name

(block capitals)

JAMES

RICHARDSON

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

INSPIRED

ANNOUNCES CFO TRANSITION

NEW

YORK, May 18, 2026 -- Inspired Entertainment, Inc. (“Inspired” or the “Company”) (NASDAQ: INSE), a leading

B2B provider of gaming content, technology, hardware and services, today announced that James Richardson has stepped down from his role

as Executive Vice President and Chief Financial Officer. The Company’s Board of Directors has promoted Craig Wilson,

Inspired’s Vice President of Finance and Accounting, to the role of Executive Vice President and Chief Financial

Officer, effective May 14, 2026. Mr. Richardson will remain available to assist with the transition for a period of three months.

Brooks

Pierce, President and CEO of Inspired, said, “Craig’s promotion to the role of Executive Vice President and Chief

Financial Officer reflects the Board’s confidence in his ability to lead the finance function at this stage of the Company’s

development. On behalf of the Board and the executive team, I would like to thank James for his contribution to the Company and wish

him well in all his future endeavors.”

Mr. Wilson joined

Inspired in 2025 as Vice President of Finance and Accounting. Prior to joining Inspired, Mr. Wilson served for six

years with NYSE-listed Charles River Laboratories International, Inc., most recently as their Director of Accounting and

Global Consolidations. Mr. Wilson also served as Financial Controller, International Corporate of formerly

Nasdaq-listed Walgreens Boots Alliance from 2014 to 2019. Mr. Wilson holds a Bachelor of Arts degree with honors

in accounting from Napier University in Edinburgh, Scotland and, in 2013, was granted certification as a chartered

accountant with The Institute of Chartered Accountants of Scotland (ICAS). Over the past year, he has played a central leadership role in the Company’s finance and accounting

operations. He brings extensive experience in U.S. GAAP, financial reporting, forecasting, and planning.

About

Inspired Entertainment, Inc.

With

a proven track record of innovation, Inspired is a leading provider of content, technology, hardware and services for licensed gaming,

betting and lottery operators around the world. Inspired’s proprietary games resonate with players and deliver consistent

performance for gaming operators across interactive, virtual sports, and retail gaming environments. Inspired’s content and gaming

systems are designed to work together across digital and retail channels, enabling scalable deployment and a consistent player experience.

Through this integrated content-led approach, Inspired helps operators strengthen their offerings, drive engagement, and deliver compelling

player experiences.

Additional

information can be found at www.inseinc.com.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the

U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to bring certain

of our products to customers in the various markets in which we operate and execute on our strategic plan, statements regarding expectations

with respect to potential new customers and statements regarding our anticipated financial performance. Forward-looking statements may

be identified by the use of words such as “anticipate,” “believe,” “continue,” “expect,”

“estimate,” “plan,” “will,” “would” and “project” and other similar expressions

that indicate future events or trends or are not statements of historical matters. These statements are based on Inspired management’s

current expectations and beliefs, as well as a number of assumptions concerning future events.

Forward-looking

statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside

of Inspired’s control and all of which could cause actual results to differ materially from the results discussed in the forward-looking

statements. Accordingly, forward-looking statements should not be relied upon as representing Inspired’s views as of any subsequent

date. We cannot guarantee that the results anticipated by management, as set forth herein, will be realized or, even if realized, will

have the expected effects on our results of operations or financial performance. Such results may be affected by, among other things,

the “Risk Factors” section of Inspired’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and

subsequent quarterly reports on Form 10-Q, which are available, free of charge, on the U.S. Securities and Exchange Commission’s

website at www.sec.gov. Inspired does not undertake any obligation to update forward-looking statements to reflect events or circumstances

after the date they were made, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

For

Investors

IR@inseinc.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration