(f) Assistance. Consultant ,.., i l l take al l actions requested by the Compan) and to other.vise cooperate with and assist the Company or its designee as necessary to obtain. perfect and enforce the Company· s rights in the Consultant Inventions. including an) proprietary rights relating thereto, in any and al l countries. including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of applications, specifications. oaths. assignments. rccordations. and other instruments (collecti,ely. ·'Instruments . . ) which the Compan) shall deem necessary in order to apply for. obtain. perfect. maintain, enforce. l icense or transfer such rights and in order to assign and convey to the Company. its successors. assigns and designees the sole and exclusive right. title and interest in and to the Consultant Inventions. including any proprietary rights relating thereto. Consultant" s obligation to cooperate \\ ith the Company and to execute I nstruments as described in this section shall continue afler the termination of the Agreement for any reason and the Compan) shall compensate Consultant at a reasonable rate for the time actual ly spent at the Company" s request with respect to such cooperation after the termination of the Agreement. Consultant hereby irrerncably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney in fact. to act for an
governing gaming in jurisdictions ,.,,here the Company does or ma:r do busines� (col lecrively. the ··Gaming Lav. s"): (c) Consultant is not a\rnrc of an) action. imestigalion. or proceeding pending or threatened, or any basis for any of the foregoing. involving prior employment or engagements for third parties as an independent contractor. or use of an:r infonnation or Inventions of any funner employer or third party; (f) At the time oftcnnination of Consultant"s engagement by the Compan.i-. Consultant will deliver to the Com pan) (and "i I I not keep in its posscc;sion. repr
assigns. and each of them, from and against any and al l claims. liabilities. losses, demands. penalties. fines, suits. judgments. seulements. damages. costs and expenses (including w ithout lim itation reasonable attomey"s fees) incurred by Company. its afliliates or any such person or entity, arising out of or related to any act or omission of Consultant in connection \\ ith the duties hereunder or the failure, breach or default by Consultant of any of the representations. warranties. covenants or other agreements of Consultant contained in this Agreement. 1 2. Non-Solicitation and Non-Disparagement. (a) During Consultant ·s engagement with the Company and for a period of twelve months thereafter. Consultant shall not. either directly or indirectly. for Consultant or on behalf of any other person or entity: ( i ) communicate with. induce, entice. �olicit, or contact any of the Company" s and/or its afli l iates· cl ients. customers ( including without l imitation anyone tracked in an affiliates· player identification systems). investors. advisors, representative�. directors. consultants, independent contractors. vendors or individuals or entities approached b) the Company during the tenn of the Agreement to potentially become any of the foregoing (each, a ··Stakeholder"') in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's and/or its affil iates· interests, including without l imitation any attempt to get any Stakeholder to cease doing business with the Company and/or an af1il iate or to patronize or do business \\- ith any casino or gaming establ ishment (online or othen .. 1ise) other than a casino affi l iated with the Company: ( i i ) canvass. request. advise or induce any individual or entity. including any Stakeholder, to withdraY.. curtail or cancel its relationship. business. employment or customer relationship with the Company and/or its affi l iates: or (i i i ) employ. hire. retain. allempt to hire or otherwise engage the sen ices of. solicit for the sake of hiring. or otherwise retain the services of any employee. consultant, contractor. investor. advisor. agent. representative. member. manager. or director of the Company and/or its aflil iates who has served as an employee of or othern ise provided an) ad" ice or service to the Company and/or its affi liates during Consultant·s engagement by the Company or at any time within six months of the date of an) action by or of Consultant that violates this Agreement. (b) Each part) agrees not to make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the other part) . or the other part) · s afli liates. including without lim itation b) making statements to the media or press. on publicall) accessible internet sites or in any other public forum. 1 3 . Remedies. Consultant acknoY.. ledges and agrees that breach of this Agreement shall entitle the Company to any relief available to it in law or in equit). including " ithout l imitation the right to seek relief in court to enforce this Agreement. Consultant understands and acknowledges that the Company and/or its affil iates would be irreparably injured by Consultant"s breach of this Agreement. Consultant agrees a breach of this Agreement Y..ould entitle the - 7 -
Company and/or its affi l iates to immediate injunctive relief and such other equitable relief. including without l imitation specific performance of this Agreement, in addition to recovery of any damages, costs, expenses and attorneys· fees. Furthermore. Consultant agrees that Consultant should not be entitled to benefit from any breach of any of the restrictions in this Agreement. 14 . Reasonable Restrictions and Remedies. Consultant acknowledges that the scope and duration of the restrictions and covenants in this Agreement are reasonable and fair. As such. if a court detennines that any restrictive covenant in this Agreement is vague. overbroad, or unenforceable in any respect, the court is expressly authorized by Consultant and the Company to enforce the covenant or restriction to the greatest extent it deems appropriate and may modif) such co, enant or restriction accordingly. 1 5. Agreement. The parties agree that this Agreement was made and entered into in Chicago, I l linois and that the la\.\ S of the State of I l linois shall govern this Agreement. without regard to conflict of laws principles. Jurisdiction and venue are lim ited in any proceeding by the Compan) or Consultant arising from. related to. or to enforce or dispute their rights under this Agreement to any court geographically located in Chicago. I l l inois with said courts to have exclusive. irrevocable jurisdiction and venue over such matters. Consultant hereby waives any objections to the jurisdiction and venue of the courts in or for Chicago. 1 l l inois including any objection to personal jurisdiction. venue. and/or forum non-conveniens. " hether under any agreement signed on a date prior to the date of this Agreement that provides for a different venue or jurisdiction or otherwise. 1 6. Compliance with Gaming La\\S. Consultant hereby acknowledges that this Agreement and the underlying engagement is subject to the Gaming Laws. and may be disclosed to and subject to approval of an) regulatory body that oversees gaming activities with jurisdiction or that may in the future have jurisdiction over the Company (each, a "Gaming Board''). Consultant represents and warrants that he is and wi l l continue to be throughout the term of this Agreement suitable to conduct business \\ ith the Company. Consultant agrees to provide Company (or any designated agent of the Company) and each Gaming Board with such background infonnation and documentation as is requested hy the Company and1or a Gaming Board, and lo submit to any investigation to determine that Consultant is suitable lo conduct business with Company. Consultant agrees to compl) "'ith all Gaming Laws and to assist Com pan), as necessary, i n comp I) ing with the Gaming Laws. Consultant agrees that Com pan) may immediately terminate this Agreement, in whole or in part. without liability on the pa,1 of Compan) or an) qualified party to this Agreement or any related agreement. if a Gaming Board disappro, es of this Agreement or any part hereof or if Com pan) detennines. in its good faith opinion. that Consultant is not suitable to conduct business " ith the Company. 1 7. Assignment. Any attempt by Consultant to assign an) rights. duties or obl igations that arise under this Agreement \\ ithout the prior ,uitten consent of the Compan) shall be null and ,oid ab initio and shall constitute a breach of the tenns of this Agreement. 1 8. Entire Agreement: Modification. 1 his Agreement constitutes the entire agreement between the Compan) and Consultant. No promises. guarantees. inducements or agreements. oral or \.\ rillen. express or impl ied. have been made regarding the provision of any - 8 -
sen, icc::s. other than as contained in this Agreement. This Agreement can be modi lied only in writing signed by both parties hereto. 19. Scverahilit)'. I n the event of the invalidity or unenforceability of any one or more of the provisions of this Agreement, such i l legality or uncnforceability shall not affect the , al id it) or enlorceabilit) of the other pro, isions hereof. and such other prO\ is ions shall be deemed to remain in full force and effect. 20. Continuing Effect. Sections 4 through 21 !>hall sun he the expiration or the tennination of obligations of each part) 10 the other. 2 1 . Execution in Counterparts. This Agreement ma) be executed in one or more counterparts. each of which shall be deemed to be an original. but all of which LOgether shall constitute one and the same instrument. This Agreement. to the extent delivered by means of a facsimile machine or electronic mail. shall be treated in all manner and respects as an original agreement or in!.trument and shall be considered to have the same binding legal effect as if it ,.,.ere the original signed version thereof delivered i n person. IN WITNESS WHERFOF. the parties have executed this /\greement effccti,c as of the date first written above. Rush . c LLC 8): Nam' Title: President [***] ; __ �-. 1.1rr 8): �- .£�-� Name: Einar Roo�ildll Title: Director • l) -
Exhibit A I . Services & Deliverables. Consultant wil l oversee and advise on technology development projects undertaken b) the Company's development organization in Estonia and certain third party contractors as specified by Company from time-to-time. Consultant wil l also provide deliverables consisting of materials and other \\Ork product related to the Services as specified by Company from time-to-time (·'Deliverables'"). 2 . Change Orders. No changes or revisions to this Exhibit (or a Deliverable previously specified by Company under this Exhibit) ma) be made unless agreed to by both Parties in writing. If either Party believes that a change to this Exhibit or a Deliverable is necessary or desirable, such Part) shall submit a written change request to the other Party (a "'Change Request''). The Party receiv ing a Change Request shall have five (5) Business Days to respond to the Change Request in writing ( a "Change Response") unless the Parties agree in writing to a different time period for a particular Change Response. Each Party shall make its Change Requests and Change Responses as detailed as possible. Change Responses from Consultant wi l l describe the anticipated effect of the Change Request on each element of this Exhibit (or the at-issue Deliverable) and any addition or reduction in costs and Fees. if any. to implement the Change Request. I f the Party making the Change Request accepts the Change Response. it shall be deemed to be a ··Change Order", and it shall become part of this Exhibit (or the at-issue Deliverable). If the Party that made the Change Request does not accept the Change Response, the Parties wil l negotiate in good faith to resolve their disagreement. during which time. all Services not impacted by the disputed Change Request shall continue \\ ithout interruption. 3. Conduct of Acceptance Test. On a calendar quarterly basis during the Term, Compan)' shall review the Services perfonned and Deliverables produced b) Consultant for compliance with Consultant's obligations under this Agreement. Company's reasonable business expectations. and conformance to any specifications and Deliverable completion mi lestones previously provided by Company (collectively "Acceptance Criteria''). Company shall report the results of each such revie,\ to Consultant. I f the reviewed Services and Deliverables meet the Acceptance Criteria, as determined b) Company in its sole discretion. then Company shall notify Consultant of it5 acceptance of such Serv ices and Deliverables (''Acceptance·· or "Accepted"). In the event that Company determines, in its sole discretion. that any Service or Deliverable fails to meet an applicable Acceptance Criteria. Consultant shall. where practicable. deliver a re-.ised version of the deficient Deliverable or re-perform the deficient Service until Acceptance is achieved. 4. Compensation. Corn pan) shall pa) f I 0.000 to Consultant on a calendar month I) basis (the "Consu lting Fees"); provided that, in the event an) Deliverable submitted or Sen ice perfonned b) Company is not Accepted on initial revie,\ b) Compan) . Compan) may. in its sole discretion. reduce the Consulting Fees for the immediately subsequent calendar quarter by up to ten percent ( I 0%). Compensation wil l be paid after submission of im oices by Consultant including timesheets and such other information as the Company reasonably requests. > LL<.iai i>
5. Address for Notices. _(***][***] -[***] =[***} - - Phone: _(***] Email : _ [***] - I I -