Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Andrea G. Mandel-Mantello and Resignation
of Philippe Blanc
On June 29, 2021, the board of directors (the “Board”)
of Elys Game Technology, Corp. (the “Company”) appointed Andrea G. Mandel-Mantello to serve as a member of the Board. The
appointment was effective immediately and Mr. Mandel-Mantello will serve on the audit committee. On July 1, 2021, Philippe Blanc resigned
as a director of the Company. The resignation was not a result of any disagreement between the Company and Mr. Blanc on any matter relating
to the Company’s operations, policies or practices. As a result, the size of the Board will remain at five members.
There are no family relationships between Mr. Mandel-Mantello
and any of the Company’s directors or executive officers nor does Mr. Mandel-Mantello have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described below, there were no arrangements
or understandings by which Mr. Mandel-Mantello was named as a member of the Board.
In accordance with the Company’s policy as currently
in effect, Mr. Mandel-Mantello will receive a cash retainer for his service on the Board for service on each committee of which he is
a member. Mr. Mandel-Mantello is expected to execute the Company’s standard form of indemnification agreement, a copy of which is
filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Mandel-Mantello has approximately 40 years of
experience in international corporate finance, M&A and equity banking matters. Since July 1997, he has served as the Founder and Chief
Executive Officer of Advicorp PLC, a London-based investment banking firm. He also has served since February 2012, as a member of the
board of directors of GABF Ltd. (The Great Bagel Factory), which was acquired by Chef Express UK Ltd (Cremonini Group), and from July
2011 as a member of the board of directors and President of Cesare Ragazzi Laboratories (AdviHair S.r.l.), a Bologna, Italy based leading
hair treatment and hair restoration company acquired out of bankruptcy. From February 1988 until January 1997 Mr. Mandel-Mantello was
an Executive Director - Corporate Finance based in London at Swiss Bank Corporation Group (now known as UBS Group AG).
Employment Agreement with Mark Korb
On July 5, 2021, the Company entered into an employment
agreement dated July 1, 2021 with Mark Korb, age 53 ,the Company’s Chief Financial Officer, (the “Korb Employment Agreement”),
to employ Mr. Korb, on a full-time basis commencing September 1, 2021, as Chief Financial Officer for a term of four (4) years, at an
annual base salary of $360,000 and such additional performance bonus payments as may be determined by the Company’s board of directors
with a target bonus of 40% of his base salary. Mr. Korb will also be entitled to pension, medical, retirement and other benefits available
to other Company senior officers and directors and he will receive an allowance of up to $2,000 per month towards medical and welfare
benefits. In connection with the Korb Employment Agreement,on July 1, 2021, the Compensation Committee of the Board granted Mr. Korb,
an option to purchase 400,000 shares of the Company’s common stock. The shares of common stock underlying the option award vest
pro rata on a monthly basis over a thirty-six month period. The options are exercisable for a period of ten years from the date of grant
and have an exercise price of $4.03 per share.
In addition, the Korb Employment Agreement also provides
for certain payments and benefits in the event of a termination of his employment under specific circumstances. If his employment is terminated
by the Company other than for “Cause,” death or Disability or by Mr. Korb for “Good Reason” (each as defined in
the Korb Employment Agreement), he will be entitled to receive from the Company in equal installments over a six month period (1) an amount
equal to one (1) times the sum of: (A) his base salary and (B) an amount equal to the highest annual MBO Bonus (as defined in the Korb
Employment Agreement”) paid to him (if any) in respect of the two (2) most recent fiscal years of the Company but not more than
his MBO Bonus for the-then current fiscal year (provided if such termination occurs within the first twelve (12) months of the Agreement,
the
amount shall be Mr. Korb’s MBO Bonus for the-then current fiscal year); (2) in lieu of any MBO Bonus for the year in which such
termination occurs, payment of an amount equal to (A) the MBO Bonus (if any) which would have been payable to Mr. Korb had he remained
in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of
which is the number of days Mr. Korb was employed in the year in which such termination occurs and the denominator of which is the total
number of days in the year in which such termination occurs. In addition, he will be entitled to continue to receive under the Employment
Agreement an amount equal to the reimbursement of up to $2,000 a month in third-party medical and welfare benefits for Mr. Korb and his
dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Korb becomes eligible
to receive such coverage under a subsequent employer’s insurance plan. Mr. Korb’s receipt of the termination payments and
benefits is contingent upon execution of a general release of any and all claims arising out of or related to his employment with the
Company and the termination of his employment, and compliance with the restrictive covenants described in the following paragraph.
If the Korb Employment Agreement is terminated by
the Company for cause or by Mr. Korb for Good Reason, then Mr. Korb will be entitled to receive accrued and unpaid base salary, earned
and unused vacation days through the termination date and all expenses incurred by him prior to the termination date. The Korb Employment
Agreement also provides that upon the Disability ( as defined in the Korb Employment Agreement) of Mr. Korb or his death, Mr. Korb will
be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the date of his declared Disability or
death and all expenses incurred by him prior to such date and one times his base salary.
Pursuant to the Employment Agreement, Mr. Korb has
also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed
that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s
property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination
of employment, Mr. Korb has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the
types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees
or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he
had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact
to support a competing business.
There are no family relationships between Mr. Korb
and any of the Company’s directors or executive officers nor does Mr. Korb have any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Korb Employment Agreement
is qualified in its entirety by reference to the copy of the Korb Employment Agreement filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Consulting Agreement with Philippe Blanc
On July 1, 2021, the Company entered into a consulting
agreement with Philippe Blanc to provide for his future services in a consulting capacity over two years. Mr. Blanc will receive 105,000
euros per year as compensation thereunder. The foregoing description of the consulting agreement with Philippe Blanc is qualified in its
entirety by reference to the copy of the consulting agreement with Philippe Blanc filed as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein by reference.