Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by GAN Limited (the "Company"), effective November 25, 2022, Brian Chang was promoted to Interim Chief Financial Officer.

On December 30, 2022, the Company entered into an amended and restated employment agreement (the "Employment Agreement") with Mr. Chang, pursuant to which Mr. Chang is entitled to, among other benefits, the following compensation:

? an annual base salary of $330,000;

? a bonus of up to 100% of Mr. Chang's base salary, for the applicable bonus

year, provided that Mr. Chang must be employed with the Company and materially

in compliance with the Employment Agreement as of the bonus payment date; and

? participation in the Company's employee stock option program, benefit plans,

practices and programs that the Company makes available to it employees.

The Employment Agreement also provides that in the event Mr. Chang is terminated without cause or resigned for good reason (as defined in the Employment Agreement), Mr. Chang is entitled to, among other benefits, (i) severance equal to 12 months of his then-current base salary and (ii) all of Mr. Chang's equity awards shall accelerate and become fully vested, non-forfeitable, and exercisable. Upon a Change-in-Control (as defined in the Employment Agreement), Mr. Chang will be entitled to a transaction bonus in an amount equal to 100% of Mr. Chang's then-current base salary. In addition, if Mr. Chang's employment is terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Chang for Good Reason (as defined in the Employment Agreement) within three months before or two years after a Change-in-Control occurs, all of Mr. Chang's equity awards shall accelerate and become fully vested, non-forfeitable, and exercisable.

The Employment Agreement also contains certain non-disclosure, non-solicitation and non-competition requirements.

© Edgar Online, source Glimpses