What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-03-29 · 684 added, 842 removed, 102 unchanged (94% of the section changed)

Recent Developments

On March 11, 2020, the World Health Organization declared COVID-19

to be a global pandemic.

From mid-March to mid-June, the Company’s retail venues were closed in the UK, Italy and Greece

owing to government-mandated shutdowns.

venues in which the Company operates in the UK consist mainly of licensed betting offices and motorway service areas which are

treated by the UK Government as “non-essential retail”

for restriction purposes and pubs, holiday parks, bingo, casinos

and bowling alleys which are treated as “leisure venues”.

At all times, the leisure venues are the last venues to

have restrictions eased.

Mid-June and the end of October, non-essential retail venues began to open again (with leisure venues following in early July)

but in the UK were subject to national tier systems and curfew restrictions which meant different parts of the UK were subject

to some retail venue closures or were subject to restricted opening hours and/or dwell times.

In Greece and Italy, the venues

in which the Company operates were all re-opened by mid-June.

the end of October 2020, the UK and Italian Governments imposed another national lockdown closing all retail venues, with a full

lockdown in Greece following at the beginning of November.

In Italy this lockdown remains in place.

In the UK, the month of December

saw a return to the tier system (with a new tier across some regions which was equivalent to lockdown with all venues closed)

but another national lockdown was imposed at the beginning of January that remains in place.

In Greece, for certain venues the

lockdown has remained since November and others are subject to curfews and regional lockdowns.

affected the retail part of our Virtual Sports business segment and our Leisure and Gaming business segments leaving only our

Interactive business segment being able to operate at full capacity for the full year.

More information about the effect of the

COVID-19 pandemic on our business can be found in Item 7, Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

Governments in certain of the

jurisdictions in which our land-based customers operate have provided guidance as to the potential timing for reopening land-based venues

in such jurisdictions.

As of March 25, 2021, in the United Kingdom, licensed betting offices, pubs and holiday parks may be permitted

reopen, subject to certain operating restrictions, by April 12, 2021.

We currently anticipate the reopening of land-based venues in Greece

and Italy to occur during the second quarter of 2021.

In response to the COVID-19 disruptions,

since the first quarter of 2020, we have taken a series of actions to preserve capital and protect the long-term needs of our businesses,

including cutting discretionary spending, significantly reducing capital expenditures, freezing non-essential hiring, furloughing a large

percentage of our employees and implementing scaled reductions to salary levels of remaining employees.

These initiatives enabled the

Company to temporarily reduce expenses by over $30 million during the year ended December 31, 2020 compared to the year ended December

31, 2019, pro forma for the NTG Acquisition.

Furthermore, we realized over $10.5 million of incremental expense reduction from

synergies related to the NTG Acquisition in 2020 compared to 2019 on a pro forma basis.

We expect to realize approximately $17

million of incremental expense savings from synergies on an annualized basis in 2021 compared to 2019 on a pro forma basis.

On March 11, 2020, the World Health Organization

declared COVID-19 to be a global pandemic which affected our retail businesses throughout 2020.

From mid-December 2020 to mid-April 2021, all

retail venues were once again closed due to government-mandated shutdowns.

Full restrictions did not fall away in the United Kingdom

until July 2021 and there remains an element of social distancing in venues in Greece and in Italy.

It remains uncertain

as to whether and when further restrictions or closures could happen in each jurisdiction and how long they may last.

We continue to

protect our existing available liquidity by pro-actively managing capital expenditures and working capital as well as identifying both

immediate and longer-term opportunities for cost savings.

Entertainment, Inc.

(the “Company”, “Inspired”, “we” or “us”)

are a global gaming technology company, supplying content, platform and other products and services to online and land-based regulated

lottery, betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business

We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide

range of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through

third party networks.

Our content and other products can be found through the consumer-facing portals of our interactive customers

and, through our land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway

service areas and leisure parks.

Our customer base includes regulated operators of lotteries,

licensed sports bookmakers, gaming and bingo halls, casinos and regulated online operators, adult gaming centers, pubs, holiday

parks, and motorway service areas.

Some of our key customers include William Hill, SNAI, Sisal, Lottomatica, Betfred, Paddy Power,

Betfair, Genting, bet365, Sky Bet, Fortuna, the Greek Organisation of Football Prognostics S.A.

(OPAP S.A.), Entain Plc, the Pennsylvania

Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons PLC, Greene King, JD Wetherspoon PLC, Parkdean

Resort, Centre Parcs Resorts and Novomatic.

Geographically, 70% of our revenues (excluding VAT-related revenue) for the year ended

December 31, 2020 were generated from our UK operations, with the remainder generated from Italy, Greece and the rest of the world.

Our products are designed to operate within applicable gaming and lottery regulations and our customers are regulated gaming or

lottery operators or are otherwise licensed to operate our products.

We conduct business

across different jurisdictions of which Great Britain, Italy and Greece have historically contributed the most significant recurring

We are licensed or certified (as applicable) by the Gambling Commission in the United Kingdom, and by the Hellenic Gaming

Commission in Greece, and registered with L’Agenzia delle dogane e dei Monopoli (“ADM”) in Italy.

We are licensed

by regulators in other jurisdictions such as the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling

Control Commission, the Belgian Commission, Autorité

Des Marchés Financiers (Quebec) and we hold licenses with the

states of New Jersey, Illinois, Saskatchewan, Michigan and West Virginia.

We are currently in the process of applying, or planning

to apply, for licensure in additional North American jurisdictions, where we expect to benefit from any future market growth.

We are headquartered

in the United States, with principal operating facilities located in the United Kingdom, India and Italy.

On October 1, 2019, the

Company acquired Gaming Technology Group of Novomatic UK Ltd., a division of Novomatic Group, an international supplier of gaming

equipment and solutions (the “NTG Acquisition”).

As of December 31, 2020, we had approximately 1,500 employees but

approximately 1,100 were on furlough or flexi-furlough.

We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range

of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party

Our content and other products can be found through the consumer-facing portals of our interactive customers and, through our

land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos and regulated online

operators, adult gaming centers, pubs, holiday parks, and motorway service areas.

Some of our key customers include William Hill, SNAI,

Sisal, Lottomatica, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, Fortuna, the Greek Organisation of Football Prognostics

(OPAP S.A.), Entain Plc, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons PLC, Greene

King, JD Wetherspoon PLC, Parkdean Resort, Centre Parcs Resorts and Novomatic.

Geographically, 71% of our revenues (excluding

VAT-related revenue) for the year ended December 31, 2021 were generated from our UK operations, with the remainder generated from Italy,

Greece and the rest of the world.

Our products are designed to operate within applicable gaming and lottery regulations and our customers

are regulated gaming or lottery operators or are otherwise licensed to operate our products.

conduct business across different jurisdictions of which Great Britain, Italy and Greece have historically contributed the most significant

recurring revenues.

Recently we have begun to conduct a meaningful amount of business in North America as well.

We are licensed or certified

(as applicable) by the Gambling Commission in the United Kingdom, and by the Hellenic Gaming Commission in Greece, and registered with

L’Agenzia delle dogane e dei Monopoli (“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as

the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorité

Des Marchés Financiers (Quebec), the Romanian National Gambling Office, Oficiul National pentru Jocuri de Noroc and we hold licenses

with the US States of California, Connecticut, Illinois, Michigan, Nevada, New Jersey, Oregon, West Virginia and the Canadian provinces

of Alberta, Nova Scotia and Saskatchewan.

We are currently in the process of applying, or planning to apply, for licensure in additional

North American jurisdictions, where we expect to benefit from any future market growth.

are headquartered in the United States, with principal operating facilities located in the United Kingdom, India and Italy.

As of December

31, 2021, we had approximately 1,600 employees, approximately 1,500 of which were full-time.

We generated total revenue of $208.9 million and Adjusted EBITDA of $64.0

million for the year ended December 31, 2021, despite our business being materially impacted by the COVID-19 global pandemic.

the year ended December 31, 2019 (our last full year prior to COVID-19 impacting our business), we generated total revenue of $153.4

million and Adjusted EBITDA of $49.0 million.

The 2019 results included the effect of the NTG Acquisition for only three months,

and the 2020 results include $42.2 million of VAT-related revenue and $1.2 million of VAT-related costs.

The Company is publicly listed on the NASDAQ

and had an equity market capitalization of approximately $151.7 million as of December 31, 2020 (based upon a closing stock price

of $6.58 on that date).

Certain product and company names referred to herein are trademarks™

or registered®

trademarks of their respective holders.

Historically, we operated our

business in two business segments:

Virtual Sports (which included Interactive) and Server Based Gaming.

Following the NTG Acquisition,

we re-aligned our business segments and now operate in four business segments:

Gaming, Virtual Sports, Interactive and Leisure, as further

described below.

Gaming Segment

Our Gaming segment supplies gaming terminals as well as gaming

software and games for the terminals provided to betting offices, casinos, gaming halls and high street adult gaming centers.

utilizes our Server Based Gaming (“SBG”) technology to supply products to our customers’

global land-based gaming

year ended December 31, 2019 (our last full year prior to COVID-19 impacting our business), we generated total revenue of $153.4 million

and Adjusted EBITDA of $49.0 million.

Company is publicly listed on the NASDAQ and had an equity market capitalization of approximately $342.6 million as of December

31, 2021 (based upon a closing stock price of $12.96 on that date).

product and company names referred to herein are trademarks™ or registered® trademarks of their respective holders.

operate in four business segments:

Gaming, Virtual Sports, Interactive and Leisure, as further described below.

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to betting offices, casinos,

gaming halls and high street adult gaming centers.

It utilizes our Server Based Gaming (“SBG”) technology to supply products

to our customers’ global land-based gaming venues.

SBG products offer an extensive portfolio of games through digital terminals.

Our games are currently deployed through

more than 31,500 digital terminals.

Because our SBG products are fully digital, they interact with a central server and are provided

on a “distributed”

basis, which allows us to access a wide geographic footprint through internet and proprietary networks.

Our SBG game portfolio

includes a broad selection of popular omni-channel slots titles including the Centurion TM game family and Super Hot

Fruits TM (featuring the Sizzling Hot Spins TM game family).

These games offer customers a wide range of volatilities,

return-to-player and other special features, which we collectively refer to as “game math.”

We also offer a range of

more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

We distribute games to devices through different game management

systems (“GMS”), each tailored to a specific operator or sector.

Our CORE TM GMS is designed for distributed

street-gaming sectors and uses Inspired cabinets in combination with gaming content from Inspired, as well as a wide portfolio

of content from independent game developers.

CORE-CONNECT is our American Gaming Association G2S standard-based VLT GMS, currently

deployed in the Greek VLT sector and North America.

Our SBG products comply with all requirements in the UK (B2/B3), Italy (’6B),

Greece (G2S) and Illinois (G2S).

Our SBG terminals in the United Kingdom account for a material

portion of all SBG terminal placements, and we offer over 100 games for play across this portfolio.

We are also a material supplier

to customers in Greece and Italy.

Over the past two years, we have grown our business in North America where we have sold products

in Illinois and to the Western Canada Lottery Corporation.

We offer SBG terminals such as the Flex4k curved screen, Eclipse TM ,

Valor TM , Optimus TM , Blaze TM and Sabre Hydra TM , each offering a different size terminal,

graphics, technology and price proposition.

As of December 31,

2020, we had a total installed base of 31,515 units, which were operated primarily under participation-based contracts.

revenue by participating, typically as a function of gross revenue from each machine, in a percentage of volumes generated by these

Because we participate in our customers’

revenues under such contracts, we are aligned with our customers in benefitting

from the introduction of our new content, which can drive growth of the win per unit per day of our installed base.

Our games are currently deployed through more than 31,800 digital terminals.

Because our SBG products are fully digital, they interact

with a central server and are provided on a “distributed” basis, which allows us to access a wide geographic footprint through

internet and proprietary networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including the Centurion TM game family and

Super Hot Fruits TM (featuring the Sizzling Hot Spins TM game family).

These games offer customers a wide range of

volatilities, return-to-player and other special features, which we collectively refer to as “game math.” We also offer a

range of more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or sector.

Our CORE TM GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming content

from Inspired, as well as a wide portfolio of content from independent game developers.

CORE-CONNECT is our American Gaming Association

G2S standard-based VLT GMS, currently deployed in the Greek VLT sector and North America.

Our SBG products comply with all requirements

in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S).

SBG terminals in the United Kingdom account for a material portion of all SBG terminal placements, and we offer over 100 games for play

across this portfolio.

We are also a material supplier to customers in Greece and Italy.

Over the past two years, we have grown our business

in North America where we have sold products in Illinois and to the Western Canada Lottery Corporation.

We offer SBG terminals such as

the Flex4k curved screen, Eclipse TM , Valor TM , Optimus TM , Blaze TM and Sabre Hydra TM

, each offering a different size terminal, graphics, technology and price proposition.

of December 31, 2021, we had a total installed base of 31,891 units, which were operated primarily under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of volumes generated

by these machines.

Because we participate in our customers’ revenues under such contracts, we are aligned with our customers in

benefitting from the introduction of our new content, which can drive growth of the win per unit per day of our installed base.

Additionally,

we earn revenue through the sale of units, as well as receiving a fixed daily fee for some of our installed units.

we sold 2,521 machines (6,362 on a pro forma basis for the NTG Acquisition) and during 2020 we sold 2,227 machines despite

many of our customers having operations which were closed for a portion of 2020.

Our average sale price decreased by approximately

2% in 2020 as compared to 2019 on an actual basis and increased by approximately 21% on a pro forma basis for the NTG Acquisition.

During 2021, we sold

3,372 machines despite many of our customers having operations which were closed for approximately one quarter of 2021.

With our participation-driven business model, approximately 94% of service revenue for our Gaming segment was recurring in nature

in 2021 (excluding $3.1 million of VAT-related revenue) and derived under long-term contracts.

We have successfully renewed all

of our key Gaming contracts expiring over the last three years.

ended December 31, 2020, our Gaming segment generated revenue and Adjusted EBITDA of $110.5 million and $57.9 million, respectively,

as compared to the year ended December 31, 2019, during which we generated $91.5 million and $32.8 million in revenue and Adjusted

EBITDA, respectively.

Pro forma for the NTG Acquisition, our Gaming segment generated approximately $117.8 million in revenue

We believe the COVID-19 global pandemic impacted this segment during the year ended December 31, 2020 due primarily to

government-imposed lockdowns that forced our land-based customers to close during certain periods.

Currently, based on the most

recently available guidance from the jurisdictions in which our customers operate, we expect these customers to begin reopening

during the second quarter of 2021, subject to applicable government directives.

The 2019 results included only three months of

results following the NTG Acquisition, and the 2020 results include $42.2 million of VAT-related revenue and $1.2 million of VAT-related

Virtual Sports Segment

Our Virtual Sports business designs, develops, markets

and distributes ultra-high-definition games that create an always-on sports wagering experience in betting shops, other locations and

Our Virtual Sports product comprises a complex software and networking package that provides fixed odds wagering on an ultra-high

definition computer rendering of a simulated sporting event, such as soccer, football or basketball.

Players can bet on the simulated

sporting event, in both a streaming and on-demand environment, overcoming the relative infrequency of live sporting events.

We have developed

this product using an award-winning TV and film graphics team with advanced motion capture techniques.

We believe we are one of the most innovative suppliers

of Virtual Sports gaming products in the world.

We offer a wide range of sports and numbers games to more than 44,000 land-based

channels as well as through various online websites.

Our products are installed in over 35 gaming jurisdictions worldwide, including the

UK, Italy, Greece, Morocco, and the U.S.

Virtual Sports game portfolio includes titles such as V-Play Soccer, V-Play Football, V-Play Basketball, Virtual Grand National and V-Play

NFLA, as well as greyhounds, other horse racing products, tennis, motor racing, cycling, cricket, speedway, golf and darts.

licensed the use of images of certain sports brands in our games, including with the NFL Alumni.

We also entered into a partnership with

the UK Jockey Club to create the Virtual Grand National, which has aired on live UK television since 2017.

Our customers are many of the largest operators in

lottery, gaming and betting worldwide.

We are contracted to supply Virtual Sports to mobile and online operators in the United Kingdom,

We have successfully renewed all of our

key Gaming contracts expiring over the last three years.

the year ended December 31, 2021, our Gaming segment generated revenue and Adjusted EBITDA of $81.4 million and $26.1 million, respectively

(excluding VAT related income), as compared to the year ended December 31, 2020, during which we generated $110.5 million and

$57.9 million in revenue and Adjusted EBITDA, respectively (excluding VAT related income).

We believe the COVID-19 global pandemic

impacted this segment during the year ended December 31, 2021 (as well as the prior year) due primarily to government-imposed lockdowns

that forced our land-based customers to close during certain periods.

Sports Segment

Virtual Sports business designs, develops, markets and distributes ultra-high-definition games that create an always-on sports wagering

experience in betting shops, other locations and online.

Our Virtual Sports product comprises a complex software and networking package

that provides fixed odds wagering on an ultra-high definition computer rendering of a simulated sporting event, such as soccer, football

or basketball.

Players can bet on the simulated sporting event, in both a streaming and on-demand environment, overcoming the relative

infrequency of live sporting events.

We have developed this product using an award-winning TV and film graphics team with advanced motion

capture techniques.

believe we are one of the most innovative suppliers of Virtual Sports gaming products in the world.

We offer a wide range of sports and

numbers games to approximately 32,000 retail venues as well as through various online websites.

Our products are installed in over 20

gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

Virtual Sports game portfolio includes titles such as V-Play Soccer, V-Play Football, V-Play Basketball, V-Play Baseball, Virtual Grand

National and V-Play NFLA, as well as greyhounds, other horse racing products, tennis, motor racing, cycling, cricket, speedway, golf

We have also licensed the use of images of certain sports brands in our games, including with the NFL Alumni.

We also entered

into a partnership with the UK Jockey Club to create the Virtual Grand National, which has aired on live UK television since 2017.

2021 we entered into an exclusive licensing agreement with the Major League Baseball Players Alumni Association to create and license

a new V-Play HomeRun Shoot-out Legends virtual baseball product.

customers are many of the largest operators in lottery, gaming and betting worldwide.

We are contracted to supply Virtual Sports to mobile

and online operators in the United Kingdom;

states of Nevada, Pennsylvania and New Jersey;

Gibraltar and other regulated EU sectors, including Italy, Greece and Poland;

Gibraltar and other regulated

EU sectors, including Italy, Greece and Poland;

and other jurisdictions such as Turkey and Morocco.

Virtual Sports can be adapted to function in sports betting, lottery, or gaming environments

and is therefore available to a wide range of customers in both public and private implementations.

The Virtual Sports events are capable of being offered

to millions of our customers’

customers, through land-based, online and mobile platforms, many of them available 24 hours per day,

7 days per week, and often concurrently within the same location or interactive platform.

We have multiple hosting solutions capable of

fulfilling the product delivery needs of our customers including our proprietary Virtual Plug and Play end to end online and mobile turnkey

In addition, a cloud-based solution is available to customers who require an XML sportsbook integration that is fully hosted

and operated by Inspired.

Our Virtual Sports products are typically offered to

operators on a participation basis, whereby we receive a portion of the gaming revenues generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately 94% of total revenue on a recurring basis

under long-term contracts for which our standard term is three years in duration.

We have successfully renewed all of our key Virtual

Sports contracts expiring over the last three years.

For the year ended December 31, 2020, our Virtual Sports

segment generated revenue and Adjusted EBITDA of $32.4 million and $25.1 million, respectively, as compared to the year ended December

31 2019, during which we generated $33.4 million and $25.2 million in revenue and Adjusted EBITDA, respectively.

Retail revenue for our

Virtual Sports segment decreased from $20.7 million in 2019 to $12.2 million in 2020 driven primarily by COVID-19 closures, while Scheduled

Online Virtuals revenue increased from $12.8 million to $20.2 million, or 58.2%, during the same period.

We believe the COVID-19 global

pandemic impacted retail revenue for this segment during the year ended December 31, 2020 due primarily to government-imposed lockdowns

which forced our retail customers to close during certain periods.

Currently, we expect these retail customers to begin reopening during

the second quarter of 2021, subject to applicable government directives.

We believe that the COVID-19 global pandemic accelerated the

market adoption of Virtual Sports through online channels, which enabled us to benefit from market trends in this business during a period

in which our land-based customers were not operating due to government-imposed lockdowns.

Interactive Segment

Our Interactive business uses offerings from our Gaming

and Virtual Sports segments, as well as interactive-only content, via remote gaming servers to allow online gaming operators to use our

games and content online and on mobile devices worldwide.

Our interactive content includes a wide range of premium random number generated

casino content from feature-rich bonus games to European-style casino free spins and table games incorporating well-known first and third-party

brands including 20p Roulette TM , Jagr’s Super Slot TM , Super Hot Fruits TM and Reel King Megaways TM .

Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of operators and aggregators

through its proprietary Virgo RGS™.

Virtual Sports can be adapted to

function in sports betting, lottery, or gaming environments and is therefore available to a wide range of customers in both public and

private implementations.

Virtual Sports events are capable of being offered to millions of our customers’ customers, through retail, online and mobile

platforms, many of them available 24 hours per day, 7 days per week, and often concurrently within the same location or interactive platform.

We have multiple hosting solutions capable of fulfilling the product delivery needs of our customers including our proprietary Virtual

Plug and Play end to end online and mobile turnkey solutions.

In addition, a cloud-based solution is available to customers who require

an XML sportsbook integration that is fully hosted and operated by Inspired.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues

generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

94% of total revenue on a recurring basis under long-term contracts for which our standard term is three years in duration.

We have successfully

renewed all of our key Virtual Sports contracts expiring over the last three years.

the year ended December 31, 2021, our Virtual Sports segment generated revenue and Adjusted EBITDA of $36.0 million and $28.4

million, respectively, as compared to the year ended December 31 2020, during which we generated $32.4 million and $25.1 million

in revenue and Adjusted EBITDA, respectively.

We believe the COVID-19 global pandemic impacted retail revenue for this segment during

the year ended December 31, 2021 (as well as the prior year) due primarily to government-imposed lockdowns which forced our retail customers

to close during certain periods.

We believe that the COVID-19 global pandemic accelerated the market adoption of Virtual Sports through

online channels, which enabled us to benefit from market trends in this business during a period in which our retail customers

were not operating due to government-imposed lockdowns.

Virtual Sports revenue generated through online and mobile channels has increased

from $20.2 million in 2020 to $26.1 million in 2021.

Interactive business uses unique interactive-only content as well as offerings from our Gaming and Virtual Sports segments to create

games that are hosted on remote gaming servers to allow online gaming operators to use our games and content online and on mobile devices

Our interactive content includes a wide range of premium random number generated casino content from feature-rich bonus games

to European-style casino free spins and table games incorporating well-known first and third-party brands including Space Invaders TM ,

20p Roulette TM , Jagr’s Super Slot TM , Super Hot Fruits TM and Reel King Megaways TM .

releases several new titles per month and new games can be seamlessly deployed to the full estate of operators and aggregators through

its proprietary Virgo RGS™.

Games are available on over 300 websites across much of regulated Europe including the UK, Gibraltar,

Malta, Spain, Sweden, Italy, Germany, Greece and Belgium as well as in New Jersey.

We expect to next go live in Michigan and West Virginia.

Inspired’s Virgo RGS™

is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred, Gamesys, BetFred,

Rank, Leo Vegas, OPAP and Stoiximan.

We are also now live with six North American operators:

Bet MGM, Draft Kings, Caesars, Resorts, Mohegan,

Unibet and Golden Nugget and with Loto Quebec in Canada.

Malta, Spain, Sweden, Italy, Germany, the Netherlands, Romania, Greece and Belgium as well as in New Jersey, Michigan and Quebec.

expect to next go live in West Virginia, Pennsylvania, Ontario, Alberta and Connecticut during 2022.

Virgo RGS™ is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred,

Gamesys, BetFred, Rank, Leo Vegas, OPAP and Stoiximan.

We are also now live with ten North American operators:

Bet MGM, Draft Kings,

Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, 888 and Golden Nugget and with Loto Quebec in Canada.

Our Interactive products are

1 unchanged sentence

of net gaming revenue.

For the year ended December 31, 2020, our Interactive segment generated revenue and Adjusted EBITDA of $13.3 million

and $7.5 million, respectively.

These levels represented growth of 181%, or $8.6 million, and $7.5 million, respectively, compared to

the year ended December 31, 2019, but the 2019 results only included three months of results following the NTG Acquisition.

for the NTG Acquisition, our Interactive segment generated $7.3 million in revenue in 2019.

2020 Interactive revenue therefore represented

growth of 82%, or $6.0 million, compared to 2019 pro forma for the NTG Acquisition.

With our participation-driven business model,

approximately 99% of revenue for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard

term is three years in duration.

For the year ended December 31, 2021, our Interactive segment generated revenue and Adjusted EBITDA of $22.8

million and $13.0 million, respectively.

With our participation-driven business model, approximately 100% of revenue

for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard term is three years in

We have successfully renewed all of our key Interactive contracts expiring over the last three years.

We believe the COVID-19 global pandemic accelerated the market adoption of interactive gaming by end-users, and that our EBITDA margins

in this segment will expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our existing

base of revenue.

Leisure Segment

We are a supplier of gaming

terminals and amusement machines to the Leisure and Hospitality sectors and one of the largest operators of “pay to play”

gaming terminals and amusement machines in the UK.

As of December 31, 2020, we supplied and operated over 11,600 gaming terminals and

6,000 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult gaming centers.

We also service approximately 2,200

terminals under maintenance only contracts.

The increasing majority of gaming terminals we operate are server based, allowing us to distribute

content supplied by our “in house”

design studios as well as some of the most popular content titles from our strategic partners.

We also manufacture and sell analog machines.

In addition, we also supply and

operate approximately 9,300 amusement machines and 2,200 gaming terminals in family entertainment centers located in holiday parks, bowling

centers and other entertainment venues.

These include virtual reality simulators and arcade games, redemption and skill with prize games,

basketball, air hockey and cue sports.

Commercial arrangements are typically structured as either revenue participations or rental agreements.

Our customers in this segment

include the vast majority of recognizable brands that participate in the geographies and sectors in which we operate.

These customers

include large pub operators JD Wetherspoons, Stonegate Pub Company, Marstons PLC, Greene King, Mitchells and Butler, Punch Taverns,

Whitbread and Star Pubs and Bars (Heineken).

In the Bingo sector, we supply gaming terminals and services to Buzz Bingo and Mecca.

supply gaming terminals and services to transport hub operators, Moto and Welcome Break and major airports including Heathrow.

operate our own adult gaming centers under the Quicksilver brand in Extra Motorway Services.

We have joint venture agreements with holiday

park operators Parkdean Resorts and Bourne Leisure across their Haven, Butlins and Warner Hotels brands, where we supply machines and

trained staff to manage and operate family entertainment centers.

Overall, our Leisure segment had, as of

December 31, 2020, an installed base of over 16,000 gaming terminals, which were operated primarily under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of volumes generated

by these machines.

Because we participate in our customers’

revenues under such contracts, we are aligned with our customers

in benefitting from the introduction of our new content, which can drive growth in the win per unit per day of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed units.

our participation-driven business model, approximately 94% of revenue for our Leisure segment is recurring in nature and derived

under long-term contracts.

Since the NTG Acquisition, we have successfully renewed all of our key Leisure contracts expiring over

the last three years.

year ended December 31, 2020, our Leisure segment generated revenue and Adjusted EBITDA of $43.6 million and $1.3 million, respectively,

as compared to the year ended December 31, 2019 during which we generated $23.8 million and $6.2 million in revenue and Adjusted

EBITDA, respectively, but the 2019 results only included three months of results following the NTG Acquisition.

for the NTG Acquisition, our Leisure segment generated approximately $97.5 million in revenue in 2019.

We believe the COVID-19

global pandemic impacted this segment during the year ended December 31, 2020 due primarily to government-imposed lockdowns, which

forced our land-based customers to close during certain periods.

Currently, based on the most recently available guidance from

the jurisdictions in which our customers operate, we expect these customers to begin reopening during the second quarter of 2021,

subject to applicable government directives.

Our Competitive Strengths

We believe key factors that give us a competitive advantage

over other players in the gaming technology space include:

Established presence across multiple Product

We have a substantial installed

base across each of our product verticals, including over 31,500 digital terminals in the Gaming segment located across key jurisdictions

in the United Kingdom, Greece, Italy and South America;

with approximately 14,000 terminals installed in UK Licensed Betting Offices and

approximately 8,500 installed in Greek video lottery terminals (“VLTs”).

In our Leisure segment, we supply and operate an

installed base of approximately 14,000 gaming terminals (including approximately 2,200 terminals under maintenance only contracts) and

6,000 pool tables, prize vending and jukeboxes to pubs, bingo halls and adult gaming centers.

In addition, we also supply and operate

approximately 9,300 amusement machines and 2,200 gaming terminals in family entertainment centers located in holiday parks, bowling centers

and other entertainment venues.

We have award winning content and products in our Virtual Sports segment, which offers a wide range of

sports and numbers games through more than 44,000 land-based channels as well as through various online channels.

Our Virtual Sports gaming

products are installed in approximately 35 gaming jurisdictions worldwide, including the United Kingdom, Italy, Greece, Morocco and the

United States, our customers being many of the largest operators of lottery, gaming, and betting operations worldwide.

Additionally, our

Interactive segment provides a wide range of premium iGaming content to large operators primarily located in the United Kingdom, Italy,

Greece and North America, as well as several other countries across Europe through over 100 websites.

Highly Diversified Business Underpinned

by Longstanding Customer Relationships

We operate in

several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has proven to

be resilient under various economic environments.

While our Gaming segment represents over 50% of our historical revenue base over

the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as demonstrated by

recent trends, including during the COVID-19 global pandemic, which are expected to continue to diversify our business.

global pandemic accelerated the market adoption of interactive gaming by end-users, and that our EBITDA margins in this segment will

expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our existing base of revenue.

are a supplier of gaming terminals and amusement machines to the Leisure and Hospitality sectors and one of the largest operators of

“pay to play” gaming terminals and amusement machines in the UK.

As of December 31, 2021, we supplied and operated over 11,600

gaming terminals and 7,000 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult gaming centers.

We also service

approximately 2,200 gaming terminals under maintenance only contracts.

The increasing majority of gaming terminals we operate are server

based, allowing us to distribute content supplied by our “in house” design studios as well as some of the most popular content

titles from our strategic partners.

We also manufacture and sell analog machines.

addition, we also supply and operate approximately 9,300 amusement machines and 2,200 gaming terminals in family entertainment centers

and adult gaming centers located in holiday parks, bowling centers and other entertainment venues.

These include virtual reality simulators

and arcade games, redemption and skill with prize games, basketball, air hockey and cue sports.

Commercial arrangements are typically

structured as either revenue participations or rental agreements.

customers in this segment include the vast majority of recognizable brands that participate in the geographies and sectors in which we

These customers include large pub operators JD Wetherspoons, Stonegate Pub Company, Marstons PLC, Greene King, Mitchells and

Butler, Punch Taverns, Whitbread and Star Pubs and Bars (Heineken).

In the Bingo sector, we supply gaming terminals and services to Buzz

Bingo and Mecca.

We supply gaming terminals and services to transport hub operators, Moto and Welcome Break and major airports,

including Heathrow.

We also operate our own adult gaming centers under the Quicksilver brand in Extra Motorway Services.

We have joint

venture agreements with holiday park operators Parkdean Resorts and Bourne Leisure across their Haven, Butlins and Warner Hotels brands,

where we supply machines and trained staff to manage and operate family entertainment centers.

our Leisure segment had, as of December 31, 2021, an installed base of over 16,000 gaming terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a

percentage of volumes generated by these machines.

Because we participate in our customers’ revenues under such contracts, we are

aligned with our customers in benefitting from the introduction of our new content, which can drive growth in the win per unit per day

of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed

With our participation-driven business model, approximately 96% of revenue for our Leisure segment is recurring in nature

and derived under long-term contracts.

Since the NTG Acquisition, we have successfully renewed all of our key Leisure contracts expiring

over the last three years.

the year ended December 31, 2021, our Leisure segment generated revenue and Adjusted EBITDA of $68.7 million and $15.7

million, respectively.

We believe the COVID-19 global pandemic impacted this segment during the year ended December 31, 2021 due

primarily to government-imposed lockdowns, which forced our land-based customers to close during certain periods.

Our Strengths

believe key factors that give us an advantage in the gaming technology space include:

presence across multiple Product Verticals

have a substantial installed base across each of our product verticals, including over 31,800 digital terminals in the Gaming segment

located across key jurisdictions in the United Kingdom, Greece, Italy and South America, with approximately 13,700 terminals installed

in UK Licensed Betting Offices and approximately 8,700 installed in Greek video lottery terminals (“VLTs”).

In our Leisure

segment, we supply and operate an installed base of approximately 16,000 gaming terminals (including approximately 2,200 gaming

terminals under maintenance only contracts) and 7,000 pool tables, prize vending and jukeboxes to pubs, bingo halls and adult gaming

In addition, we also supply and operate approximately 9,300 amusement machines and 2,200 gaming terminals in family entertainment

centers located in holiday parks, bowling centers and other entertainment venues.

We have award winning content and products in our Virtual

Sports segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various

online channels.

Our Virtual Sports gaming products are installed in approximately 35 gaming jurisdictions worldwide, including the United

Kingdom, Italy, Greece, Morocco and the United States, our customers being many of the largest operators of lottery, gaming, and betting

operations worldwide.

Additionally, our Interactive segment provides a wide range of premium iGaming content to large operators primarily

located in the United Kingdom, Italy, Greece and North America, as well as several other countries across Europe through over 170 websites.

Diversified Business Underpinned by Longstanding Customer Relationships

operate in several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has proven

to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our revenue

in each of the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as demonstrated

by recent trends, including during the COVID-19 global pandemic, which are expected to continue to diversify our business.

Additionally,

we continue to expand in high growth markets, such as North America, which are expected to drive further geographic diversification

across business segments.

We have over 600 customers, including major lottery, sports betting and gaming operators (both interactive

and location-based) within regulated sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing

and in excess of 10 years.

The NTG Acquisition further diversified our customer base.

For the year ended December 31, 2020, our

largest customer represented approximately 11% of our revenue (excluding VAT-related revenue).

We expect that our diverse customer

base will afford us opportunities to sell incremental products to certain of these customers in the future.

Substantial Recurring Revenue

Supported by Long-Term Participation-Based Contracts

we continue to expand in high growth markets, such as North America, which are expected to drive further geographic diversification across

business segments.

We have over 600 customers, including major lottery, sports betting and gaming operators (both interactive and location-based)

within regulated sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing and in excess

We expect that

our diverse customer base will afford us opportunities to sell incremental products to certain of these customers in the future.

Recurring Revenue Supported by Long-Term Participation-Based Contracts

believe our robust recurring revenue business model will drive our performance and free cash flow generation.

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31, 2021, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented

approximately 67% of total revenue (84% excluding VAT-related revenue), as compared to 83% for the year ended December 31, 2019.

our large installed base and participation-driven business model will result in immediate revenue generation once retail venues reopen

in the various jurisdictions in which our land-based customers operate.

Additionally, our content and products, which are provided primarily

pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the demand of our end users.

long-term contracts typically have an initial duration of three to five years depending on the business segment and the customer and,

over the last three years, we have successfully renewed all expiring contracts with key customers in our Gaming, Virtual Sports and Interactive

segments, and have successfully renewed all expiring contracts with key customers in our Leisure segment since the NTG Acquisition.

Proprietary Technology and Track-Record

of Strong Content Development

We are dedicated

to being at the forefront of our industry in terms of technology and innovation.

We combine complementary expertise in technology

and operations, positioning us as a provider of superior technical solutions.

86% of total revenue (87% excluding VAT-related revenue), as compared to approximately 67% of total revenue (84% excluding VAT-related

revenue) for the year ended December 31, 2020.

Our content and products, which are provided primarily pursuant to long-term contracts,

are essential to generating revenue for our customers and satisfying the demand of our end users.

Our long-term contracts typically have

an initial duration of three to five years depending on the business segment and the customer and, over the last three years, we have

successfully renewed all expiring contracts with key customers in our Gaming, Virtual Sports and Interactive segments, and have successfully

renewed all expiring contracts with key customers in our Leisure segment since the NTG Acquisition.

Technology and Track-Record of Strong Content Development

are dedicated to being at the forefront of our industry in terms of technology and innovation.

We combine complementary expertise in

technology and operations, positioning us as a provider of superior technical solutions.

As of December 31, 2021, we held approximately

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for our customers and are focused on improving player entertainment and customer profitability.

We believe convergence

trends in the gaming industry emphasize the importance of proprietary content, including licensed content.

Such content is needed

to successfully promote a compelling game offering across multiple platforms and to develop distinctive products for operator-clients.

believe convergence trends in the gaming industry emphasize the importance of proprietary content, including licensed content.

is needed to successfully promote a compelling game offering across multiple platforms and to develop distinctive products for operator-clients.

Our proprietary content drives engagement across gaming platforms.

Our full suite of high-quality gaming products, services and

multichannel distribution capabilities, extensive traditional content library, sizeable installed gaming machine base and deep

relationships with operator-customers help make us an attractive partner for potential licensors of branded content.

Our Interactive business

has expanded rapidly, with revenue growing at an approximate compound annual growth rate of 103% on a functional currency at constant

rate basis between 2018 and 2020.

We believe this growth has been driven by our content library of over 106 slot machine games,

many of which have not been extensively distributed previously to interactive operators.

Many of our recent game launches, including

Maximus Gold Cash TM , Rainbow Cashpots TM , and Mighty Hot Wilds TM (a consistent top performer

in the Greek sector), have been omni-channel, offering a premium player experience across multiple platforms.

Inspired’s award-winning Virtual

Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Our Virtual Sports revenue

has been growing fast and has achieved high Adjusted EBITDA margins, while providing an attractive recurring-revenue base.

Additionally,

this business has benefitted from recent trends, including during the COVID-19 global pandemic, toward online gaming.

Attractive Economic Model to

Drive Strong Performance Post COVID-19

Due to our comprehensive

COVID-19 mitigation plan and the strength of our Virtual Sports and Interactive businesses, we were able to return to revenue growth

in the quarter ended September 30, 2020 as compared to the prior year period, following the initial COVID-19 lockdowns in Europe.

This was partly attributable to the fact that the NTG Acquisition was completed in October of 2019 and thus the results of operations

of the acquired entities were reflected in our consolidated results for the quarter ended September 30, 2020 but not the prior

Overall, our business generated $25.0 million and $34.9 million of Adjusted EBITDA in the third and fourth quarters

of 2020 respectively, representing a year-over-year growth rate of 97% and 185%, respectively.

More specifically, during October

2020, when our business was closest to being fully operational, we generated Adjusted EBITDA of $6.4 million which represented

year-over-year growth of approximately 22%, with strong margin improvement.

We were able to achieve such results despite operating

under several governmental restrictions, such as pub curfews and the introduction of a tiered system of UK closures, which we believe

did not allow our business to reach its full potential despite our demonstrated growth.

We believe we are well positioned to capitalize

on significant pent-up demand from end users upon a full reopening of the respective jurisdictions in which we operate.

we expect to generate meaningful free cash flow given our improved cost structure, synergies expected to be realized from the NTG

Acquisition and reduced capital expenditure requirements.

Positioned To Benefit From Key

Market Trends

With our proprietary

digital gaming platform and content comprising an end-to-end product offering and our multi-channel capabilities and robust relationships

across the client spectrum, we believe we are well-positioned to benefit from emerging gaming sector trends, including growth stimulated

by liberalization of government gaming regulations, the emergence of multi-channel offerings and the increasing importance of proprietary

Our multi-channel offerings

are well-positioned to benefit from the increased prevalence of smart phones and tablets and the legalization of online gaming

in certain parts of the United States, Canada and other jurisdictions.

Our full suite of high-quality gaming products, services and multichannel

distribution capabilities, extensive traditional content library, sizeable installed gaming machine base and deep relationships with

operator-customers help make us an attractive partner for potential licensors of branded content.

Interactive business has expanded rapidly, with revenue growing at an approximate compound annual growth rate of 103% on a functional

currency at constant rate basis between 2019 and 2021.

We believe this growth has been driven, in part, by our content library of over

100 slot games, many of which have not been extensively distributed previously to interactive operators.

Many of our recent

game launches, including Maximus Gold Cash TM , Rainbow Cashpots TM , and Super Hot Fruits TM (a consistent

top performer in the Greek market), have been omni-channel, offering a premium player experience across multiple platforms.

award-winning Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Sports revenue has been growing fast and has achieved high Adjusted EBITDA margins, while providing an attractive recurring-revenue base.

Additionally, this business has benefitted from recent trends, including during the COVID-19 global pandemic, toward online gaming.

To Benefit From Key Market Trends

our proprietary digital gaming platform and content comprising an end-to-end product offering and our multi-channel capabilities and

robust relationships across the client spectrum, we believe we are well-positioned to benefit from emerging gaming sector trends, including

growth stimulated by liberalization of government gaming regulations, the emergence of multi-channel offerings and the increasing importance

of proprietary content.

multi-channel offerings are well-positioned to benefit from the increased prevalence of smart phones and tablets and the legalization

of online gaming in certain parts of the United States, Canada and other jurisdictions.

Such jurisdictions have provided new growth opportunities

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the existing broad-based online gambling market across Europe.

Our multi-channel solutions and customer relationship management

capabilities position us to take advantage of new opportunities to extend our gaming solutions across different channels for our

customers to reach new players, expand the player demographic base and access players wherever they are whenever they want to play.

Our technology extends play for existing players and has the capability to reach new player segments.

This and other technology

help position us for future online real-money gaming opportunities by offering play-for-fun online gaming options in jurisdictions

where online real-money gaming may be legalized in the future.

Government initiatives, such as the legalization

of casino operations in new jurisdictions, increases in the number of casinos allowed to operate in a given jurisdiction and the

legalization of new products, have helped stimulate growth in the gaming market.

In the United States, legislative change has led

to an increase in the legalization of sports betting.

Our multi-channel solutions and customer relationship management capabilities

position us to take advantage of new opportunities to extend our gaming solutions across different channels for our customers to reach

new players, expand the player demographic base and access players wherever they are whenever they want to play.

Our technology extends

play for existing players and has the capability to reach new player segments.

This and other technology help position us for future

online real-money gaming opportunities by offering play-for-fun online gaming options in jurisdictions where online real-money gaming

may be legalized in the future.

initiatives, such as the legalization of casino operations in new jurisdictions, increases in the number of casinos allowed to operate

in a given jurisdiction and the legalization of new products, have helped stimulate growth in the gaming market.

In the United States,

legislative change has led to an increase in the legalization of sports betting.

As of December 31, 2021, 21 U.S.

states and the District of Columbia

have legalized sports betting.

Some of these states began offering sports betting in 2020 and others are expected to begin offering

sports betting in 2021.

Experienced Management Team

Our seasoned management

team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership includes

growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures further

bolstering the business.

Other members of the Company’s Office of the Executive Chairman (the “OEC”) are our

states and the District

of Columbia have legalized sports betting.

Management Team

seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership

includes growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures

further bolstering the business.

Other members of the Company’s Office of the Executive Chairman (the “OEC”) are our

President and Chief Operating Officer, Brooks H.

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our Executive Vice President and Chief Financial Officer, Stewart F.B.

and our General Counsel, Carys Damon.

The OEC executes

the day-to-day management of the Company.

Our management team has broad and deep experience in the gaming industry, working with

lotteries, casino operators, betting platforms, and online operators.

The members of the OEC have, on average, decades of experience

in the gaming industry, including relationships with customers around the world, helping them build and sustain revenue growth.

Baker, who is currently on a temporary medical leave of absence;

our Interim Principal Financial and Accounting Officer, Andrew C.

and our Executive Vice President and General Counsel, Carys

The OEC executes the day-to-day management of the Company.

Our management team has broad and deep experience in the gaming industry,

working with lotteries, casino operators, betting platforms, and online operators.

The members of the OEC have, on average, decades of

experience in the gaming industry, including relationships with customers around the world, helping them build and sustain revenue growth.

In addition, the members of the OEC have centered their careers on identifying, acquiring and integrating, through the implementation

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in multiple jurisdictions throughout the world while achieving long-term growth in revenues, profit and cash flow.

We place great

emphasis on developing creative solutions, in terms of game content and play that deliver and sustain superior performance through

operators across interactive and location-based channels.

Our technology often allows us to update our games and operating software

remotely, keeping pace with evolving requirements in game play, security, technology and regulations.

We seek to achieve these

our positions in each of the sectors in which we operate by developing new content and products which can often be utilized across

multiple distribution channels.

We place great emphasis

on developing creative solutions, in terms of game content and play that deliver and sustain superior performance through operators across

interactive and location-based channels.

Our technology often allows us to update our games and operating software remotely, keeping

pace with evolving requirements in game play, security, technology and regulations.

We seek to achieve these goals as we:

our positions in each of the sectors in which we operate by developing new content and products which can often be utilized across multiple

distribution channels.

continually invest in new content and product development in each of the business segments in which we operate.

We believe these

investments can benefit our existing and prospective customers by making new content and products available to them and bringing

exciting entertainment experiences to their players.

Our approach, which seeks to distribute our content across a wide range of

channels, protocols and regulatory standards, allows us to distribute our content across multiple sectors in which we operate

on a cost-efficient basis.

We have continued to focus on channels where we believe there is considerable growth available –

especially interactive.

We believe our technological approach allows us to quickly adapt to changes in player preferences.

to invest in content and technology in order to grow our existing customers’

revenues and penetrate new customers in our

existing markets.

We believe these investments

can benefit our existing and prospective customers by making new content and products available to them and bringing exciting entertainment

experiences to their players.

Our approach, which seeks to distribute our content across a wide range of channels, protocols and regulatory

standards, allows us to distribute our content across multiple sectors in which we operate on a cost-efficient basis.

We have continued

to focus on channels where we believe there is considerable growth available – especially interactive.

We believe our technological

approach allows us to quickly adapt to changes in player preferences.

to invest in content and technology in order to grow our existing customers’ revenues and penetrate new customers in our existing

the last three years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,

where our revenues typically grow in line with the growth of our customers’

gaming revenues from our content and products.

We seek to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their

revenues generated by our content and products, which we believe is to our benefit.

Accordingly, we continually invest in new

content and technology offerings that we believe will enable our customers to keep their offerings fresh and allow them to offer

their players new forms of entertainment.

As our content demonstrates successful commercial results, we seek to place it with

additional customers who recognize its performance.

We believe content development is a key aspect of our strategy and we intend

to continue this strategic priority for each of the businesses in which we operate.

where our revenues typically grow in line with the growth of our customers’ gaming revenues from our content and products.

to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their revenues generated

by our content and products, which we believe is to our benefit.

Accordingly, we continually invest in new content and technology offerings

that we believe will enable our customers to keep their offerings fresh and allow them to offer their players new forms of entertainment.

As our content demonstrates successful commercial results, we seek to place it with additional customers who recognize its performance.

We believe content development is a key aspect of our strategy and we intend to continue this strategic priority for each of the businesses

in which we operate.

new customers by expanding into underpenetrated markets.

We believe our historical

growth has been driven by our entry into new geographies, and supplemented by increasing our share in existing markets.

to continue to focus on North American markets in the Gaming, Virtual Sports and Interactive segments for such expansion.

North America is a major gaming market in which we currently have limited participation, but where our products are well positioned,

or can be positioned, for future success.

For example, in 2019 and 2020, we placed 116 and 313 VLT terminals, respectively, in

believe our historical growth has been driven by our entry into new geographies, and supplemented by increasing our share in

existing markets.

We expect to continue to focus on North American markets in the Gaming, Virtual Sports and Interactive segments

for such expansion.

We believe North America is a major gaming market in which we currently have limited participation, but where

our products are well positioned, or can be positioned, for future success.

For example, in 2020 and 2021, we placed 313 and 374

VLT terminals, respectively, in North America.

We also believe there are likely to be growth opportunities in Latin America which

will be available to us in the future.

targeted mergers and acquisitions to expand our product portfolio and distribution footprint.

In addition to growing our business organically, we have pursued,

and continue to pursue, merger and acquisition opportunities that we believe will help strengthen and scale our operations and

take further advantage of our competitive position.

Our management team shares a combination of operating, investing, financial

and transactional experience that we believe will serve the Company well as it seeks to identify opportunities for value-adding

acquisitions and negotiate and close on beneficial acquisition transactions.

For example, in October 2019, we completed the NTG

We believe the NTG Acquisition added increased scale to our business while supplementing key technologies and content

within our portfolio.

Our ability to execute the strategy above will be affected by

the ongoing COVID-19 global pandemic, which may have further, unexpected effects on the business.

We are currently focused on managing

our cash flow and liquidity, as well as the segments of our business that remain operational to maximize near term revenues from

those segments.

We operate within

the global gaming and lottery industry.

Global gaming and lottery growth has been resilient in the face of economic cycles over

the last decade.

According to the H2 Database, the global gaming and lottery industry has grown at a 3.1% compounded annual growth

rate from 2009 to 2019, driven by increased consumer spend and the introduction of new regulated sectors.

During this period,

the digital online and mobile gaming and lottery sectors have grown at a faster pace than the industry as a whole.

the H2 Database, these industry sectors have grown at a 10.6% compound annual growth rate, driven by rapid growth in the deployment

of digital games and technologies, including many of our products, into land-based venues in the primary sectors in which we operate,

where regulators have supported the transition to digital, online and retail channels.

Subject to the impact

of the COVID-19 global pandemic, we believe the global gaming and lottery industry will continue to grow, with more robust growth

in the digital gaming and lottery sectors, as further described below.

We believe the industry is content driven and, much like

music, videogames and motion pictures, will continue to be transformed by the propagation of digitally-networked technologies.

a gaming and lottery business-to-business supplier focused on digital products and technologies, we believe we are well-positioned

to benefit from these trends.

addition to growing our business organically, we have pursued, and continue to pursue, merger and acquisition opportunities that we believe

will help strengthen and scale our operations and take further advantage of our competitive position.

Our management team shares a combination

of operating, investing, financial and transactional experience that we believe will serve the Company well as it seeks to identify opportunities

for value-adding acquisitions and negotiate and close on beneficial acquisition transactions.

For example, in October 2019, we completed

the NTG Acquisition which we believe added increased scale to our business while supplementing key technologies and content within our

In December 2021 we completed the acquisition of Sportech Lotteries, LLC (currently Inspired Entertainment Lotteries LLC),

which is our first lottery-focused acquisition, further diversifying our business model on a product, customer, and geographic

ability to execute the strategy above will be affected by the ongoing COVID-19 global pandemic, which may have further, unexpected effects

on the business.

We are currently focused on managing our cash flow and liquidity, as well as the segments of our business that remain

operational to maximize near term revenues from those segments.

operate within the global gaming and lottery industry.

Global gaming and lottery growth has been resilient in the face of economic cycles

over the last decade.

According to the H2 Database, the global gaming and

lottery industry has grown at a 10.5% compounded annual growth rate from 2010 to 2020, which has been driven by

increased consumer spend and the introduction of new regulated sectors but declined dramatically in 2020 due to land-based venues

being closed due to COVID-19 mandated shutdowns and restrictions.

this period, the digital online and mobile gaming and lottery sectors have grown at a faster pace than the industry as a whole.

to the H2 Database, these industry sectors have grown at a 12.6% compound annual growth rate from 2010 to 2020, driven

by rapid growth in the deployment of digital games and technologies, including many of our products, into land-based venues in the primary

sectors in which we operate, where regulators have supported the transition to digital, online and retail channels.

to the impact of the COVID-19 global pandemic, we believe the global gaming and lottery industry will return to a growth trajectory,

with more robust growth in the digital gaming and lottery sectors, as further described below.

We believe the industry is content

driven and, much like music, videogames and motion pictures, will continue to be transformed by the propagation of digitally-networked

technologies.

a gaming and lottery business-to-business supplier focused on digital products and technologies, we believe we are well-positioned to

benefit from these trends.

of Digital Adoption

believe the digital segment of the global gaming and lottery industry will continue to grow, including as a result of the following

believe the digital segment of the global gaming and lottery industry will continue to grow, including as a result of the following factors:

Opening of new gaming territories .

Many national and state governments operating in developed economies in Europe

and the United States are suffering from structural funding deficits.

The regulation and liberalization of gaming and lottery

is frequently relied upon to raise new sources of revenue for these governments.

In most cases, we believe such liberalization

does not favor buildouts of large new destination resort casinos, but rather focuses on smaller distributed gaming (“EDGE”) venues with

lottery, gaming and sports betting, combined with online or mobile gaming.

Many national and state governments operating in developed economies in Europe and the United

States are suffering from structural funding deficits.

The regulation and liberalization of gaming and lottery is frequently relied upon

to raise new sources of revenue for these governments.

In most cases, we believe such liberalization does not favor buildouts of large

new destination resort casinos, but rather focuses on smaller distributed gaming (“EDGE”) venues with lottery, gaming and

sports betting, combined with online or mobile gaming.

Multi-Channel Offerings:

Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and

location based .

In many established sectors, as existing gaming sectors mature, governments and regulatory authorities

have implemented regulations to upgrade the established terminal base to digital operation.

Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and location

In many established sectors, as existing gaming sectors mature, governments and regulatory authorities have implemented

regulations to upgrade the established terminal base to digital operation.

and Mobile Devices:

Rapid adoption of gaming and lottery applications on growing volume .

In certain sectors, mobile play on sports betting and gaming

now exceeds such play on personal computers.

According to the H2 Database, mobile gaming revenues in such sectors exhibited a 24.4%

compound annual growth rate between 2009 and 2019.

Mobile gaming and lottery is now expanding in other sectors, and mobile play

has recently been approved in other sectors for gaming or lottery.

addition to the foregoing, we believe there are significant benefits for our customers in adopting digitally networked gaming

and lottery technologies.

We believe our digitally-enabled products allow operators to remotely manage their operations with minimal

disruption to their businesses.

The system centralization enabled by digital operations offers flexibility to rotate or change

games, tailor game availability to time-of-day, target specific player demographics and take advantage of seasonal and themed

marketing opportunities.

New games often can be phased in without the interim revenue declines often associated with replacing

games on traditional slot machines.

In addition, digital operations permit more games per terminal, enabling operators to test

new games and new suppliers, seek to appeal to a broader base of players with minimal cost or risk, commission games from third-party

party suppliers on an open game interface and reduce procurement risk.

Moreover, digital operations can significantly reduce the

need for on-site repairs, improve terminal up-time and should extend terminal life cycles as well as the time period over which

capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed

the most significant recurring revenues.

The gaming regulator responsible for our activities in Great Britain is the Gambling

Commission of Great Britain (the “UK Gambling Commission”

or the “Gambling Commission”).

In Italy, the

operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”).

In Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we

are licensed or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming Authority,

Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorité

Des Marchés

Financiers (Quebec) and state regulators in various jurisdictions in North America.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2)

and ETG machines to third parties who are licensed to operate such machines in bricks-and-mortar premises.

In addition to this

we operate a number of Adult Entertainment Centers.

We also supply virtual racing software to local retail venues and to online

operators who are licensed to target the British sector.

We also supply our Interactive product to remote operators who are licensed

to target the British sector.

The provision of our products and services in relation to the British sector is authorized by a

series of licenses issued by the UK Gambling Commission, namely remote and non-remote Gaming Machine Technical (Full) operating

licenses, a remote casino operating license, a remote and non-remote gambling software license and a remote general betting standard

(virtual events) license gaming machine general adult gaming center license and a gaming machine general family entertainment

center license.

In certain sectors, mobile play on sports

betting and gaming now exceeds such play on personal computers.

According to the H2 Database, mobile gaming revenues in such sectors

exhibited a 27.0% compound annual growth rate between 2010 and 2020.

Mobile gaming and lottery is now expanding

in other sectors, and mobile play has recently been approved in other sectors for gaming or lottery.

addition to the foregoing, we believe there are significant benefits for our customers in adopting digitally networked gaming and lottery

technologies.

We believe our digitally-enabled products allow operators to remotely manage their operations with minimal disruption to

their businesses.

The system centralization enabled by digital operations offers flexibility to rotate or change games, tailor game availability

to time-of-day, target specific player demographics and take advantage of seasonal and themed marketing opportunities.

New games often

can be phased in without the interim revenue declines often associated with replacing games on traditional slot machines.

digital operations permit more games per terminal, enabling operators to test new games and new suppliers, seek to appeal to a broader

base of players with minimal cost or risk, commission games from third-party party suppliers on an open game interface and reduce procurement

Moreover, digital operations can significantly reduce the need for on-site repairs, improve terminal up-time and should extend

terminal life cycles as well as the time period over which capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenues.

The gaming regulator responsible for our activities in Great Britain is the Gambling Commission of Great

Britain (the “UK Gambling Commission” or the “Gambling Commission”).

In Italy, the operation of gaming machines

and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”).

In Greece, the operation of gaming

machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we are licensed or certified (as applicable)

in a number of other jurisdictions by regulators such as the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling

Control Commission, the Belgian Commission, Autorité Des Marchés Financiers (Quebec) and state regulators in various jurisdictions

in North America.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2) and ETG

machines to third parties who are licensed to operate such machines in bricks-and-mortar premises.

In addition, we operate

a number of Adult Entertainment Centers.

We also supply virtual racing software to local retail venues and to online operators who are

licensed to target the British sector.

We also supply our Interactive product to remote operators who are licensed to target the British

The provision of our products and services in relation to the British sector is authorized by a series of licenses issued by

the UK Gambling Commission, namely remote and non-remote Gaming Machine Technical (Full) operating licenses, a remote casino operating

license, a remote and non-remote gambling software license and a remote general betting standard (virtual events) license gaming machine

general adult gaming center license and a gaming machine general family entertainment center license.

Betting and Gaming Laws and Regulations.

The Gambling Act 2005 (the “GA05”) is the principal legislation

in Great Britain governing gambling (other than in relation to the National Lottery, which is governed by separate legislation).

The GA05 applies to both land-based gambling (referred to as “non-remote”

gambling) and online and mobile gambling

(referred to as “remote”

The Gambling Act 2005 (the “GA05”) is the principal legislation in Great

Britain governing gambling (other than in relation to the National Lottery, which is governed by separate legislation).

The GA05 applies

to both land-based gambling (referred to as “non-remote” gambling) and online and mobile gambling (referred to as “remote”

GA05 provides that it is an offense to make a gaming machine available for use without an appropriate operating license.

are a number of different categories of licensable gaming machines (the GA05 provides for category A to D machines, although no

category A machines are currently in operation);

number of different categories of licensable gaming machines (the GA05 provides for category A to D machines, although no category A

machines are currently in operation);

each category is subject to different levels of maximum stakes and prize limits.

In addition, there are limits on the numbers and types of gaming machines that can be operated from licensed premises:

a licensed betting office is permitted to house up to four category B2 to D machines, while a large casino may house up to 150

category B to D machines (subject to satisfying certain ratios of machines to gaming tables).

machine suppliers are required to hold an operating license in order to manufacture, supply, install, adapt, maintain or repair

a gaming machine or part of a gaming machine.

Gaming machine suppliers must also comply with the Gaming Machine Technical Standards

published by the Gambling Commission in relation to each category of machine, and such machines must meet the appropriate testing

requirements.

relation to remote gambling, the GA05 (as amended by the Gambling (Licensing and Advertising) Act 2014 provides that it is an

offense to “provide facilities”

for remote gambling either (a) using “remote gambling equipment”

in Great Britain, or (b) which are used by players situated in Great Britain, in each case without a remote gambling operating

It is also an offense to manufacture, supply, install or adapt gambling software in Great Britain without an appropriate

gambling software license.

remote gambling operating license holder providing facilities for remote gambling to British players is required to use gambling

software manufactured and supplied by the holder of a gambling software license (and to failure to do so is an offence).

gambling software is used or supplied for use in relation to the British sector, it must satisfy the Remote Gambling and Software

Technical Standards published by the Gambling Commission.

holder of a British gambling operating license is subject to a variety of ongoing regulatory requirements, including but not limited

to the following:

Shareholder disclosure:

An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3% or

more of the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

Change of corporate

Whenever a new person becomes a “controller”

(as defined in section 422 of the Financial Services and

Markets Act 2000) of a company limited by shares that holds a gambling operating license, the licensed entity must apply to

the Gambling Commission for permission to continue to rely on its operating license in light of the new controller.

controller includes any person who holds or controls (directly or indirectly, including ultimate beneficial owners who hold

their interest through a chain of ownership) 10% or more of the equity or voting rights in the licensed entity (or who is

otherwise able to exercise “significant influence”

The Gambling Commission must be supplied with specified

information regarding the new controller (which, in the case of an individual, includes detailed personal disclosure) and

this information will be reviewed by the Gambling Commission to assess the suitability of the new controller to be associated

with a licensed entity.

If the Gambling Commission concludes that it would not have issued the operating license to the licensed

entity had the new controller been a controller when the application for the operating license was made, the Gambling Commission

is required to revoke the operating license.

It is possible to apply for approval in advance from the Gambling Commission

prior to becoming a new controller of a licensed entity.

Compliance with

the License Conditions and Codes of Practice (LCCP):

In addition, there

are limits on the numbers and types of gaming machines that can be operated from licensed premises:

for example, a licensed betting office

is permitted to house up to four category B2 to D machines, while a large casino may house up to 150 category B to D machines (subject

to satisfying certain ratios of machines to gaming tables).

machine suppliers are required to hold an operating license in order to manufacture, supply, install, adapt, maintain or repair a gaming

machine or part of a gaming machine.

Gaming machine suppliers must also comply with the Gaming Machine Technical Standards published

by the Gambling Commission in relation to each category of machine, and such machines must meet the appropriate testing requirements.

relation to remote gambling, the GA05 (as amended by the Gambling (Licensing and Advertising) Act 2014 provides that it is an offense

to “provide facilities” for remote gambling either (a) using “remote gambling equipment” situated in Great Britain,

or (b) which are used by players situated in Great Britain, in each case without a remote gambling operating license.

It is also an offense

to manufacture, supply, install or adapt gambling software in Great Britain without an appropriate gambling software license.

remote gambling operating license holder providing facilities for remote gambling to British players is required to use gambling software

manufactured and supplied by the holder of a gambling software license (and failure to do so is an offence).

Where gambling software

is used or supplied for use in relation to the British sector, it must satisfy the Remote Gambling and Software Technical Standards published

by the Gambling Commission.

The holder of a British gambling

operating license is subject to a variety of ongoing regulatory requirements, including, but not limited to, the following:

An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3%

or more of the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

of corporate control:

Whenever a new person becomes a “controller” (as defined in section 422 of the Financial Services

and Markets Act 2000) of a company limited by shares that holds a gambling operating license, the licensed entity must apply to the

Gambling Commission for permission to continue to rely on its operating license in light of the new controller.

A new controller

includes any person who holds or controls (directly or indirectly, including ultimate beneficial owners who hold their interest through

a chain of ownership) 10% or more of the equity or voting rights in the licensed entity (or who is otherwise able to exercise “significant

influence” over it).

The Gambling Commission must be supplied with specified information regarding the new controller (which,

in the case of an individual, includes detailed personal disclosure) and this information will be reviewed by the Gambling Commission

to assess the suitability of the new controller to be associated with a licensed entity.

If the Gambling Commission concludes that

it would not have issued the operating license to the licensed entity had the new controller been a controller when the application

for the operating license was made, the Gambling Commission is required to revoke the operating license.

It is possible to apply

for approval in advance from the Gambling Commission prior to becoming a new controller of a licensed entity.

with the License Conditions and Codes of Practice (LCCP):

The LCCP is a suite of license conditions and code provisions which attach

to operating licenses issued by the Gambling Commission.

The provision of gambling facilities in breach of a license condition

is an offense under the GA05.

Certain specified “Social Responsibility”

code provisions are accorded the same

weight as license conditions in this regard (whereas breach of an “ordinary”

code provision is not an offense

in itself, but may be evidence of unsuitability to continue to hold a gambling license).

The LCCP imposes numerous operational

requirements on licensees, including compliance with the Gambling Commission’s Remote Gambling and Software Technical

Standards, segregation of customer funds, the implementation of a variety of social responsibility tools (such as self-exclusion),

anti-money laundering measures, age verification of customers and a host of consumer protection measures.

The Gambling Commission

regularly reviews and revises the LCCP.

Regulatory returns

and reporting of key events:

The provision of gambling facilities in breach of a license condition is

an offense under the GA05.

Certain specified “Social Responsibility” code provisions are accorded the same weight as

license conditions in this regard (whereas breach of an “ordinary” code provision is not an offense in itself, but may

be evidence of unsuitability to continue to hold a gambling license).

The LCCP imposes numerous operational requirements on licensees,

including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, segregation of customer

funds, the implementation of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age

verification of customers and a host of consumer protection measures.

The Gambling Commission regularly reviews and revises the LCCP.

returns and reporting of key events:

The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing

prescribed operational data.

Licensees are also required to notify the Gambling Commission as soon as practicable and in any

event within 5 working days of becoming aware of the occurrence of certain specified “key events”

which, in summary,

are events which could have a significant impact on the nature or structure of the licensee’s business.

Licensees are

also required to notify suspicion of offenses and suspicious gambling activity.

Personal licenses:

Licensees are also required to notify the Gambling Commission as soon as practicable and in any event

within 5 working days of becoming aware of the occurrence of certain specified “key events” which, in summary, are events

which could have a significant impact on the nature or structure of the licensee’s business.

Licensees are also required to

notify suspicion of offenses and suspicious gambling activity.

Key management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities

1 unchanged sentence

These personal licenses are subject to renewal every five years.

Personal licenses are subject

to compliance with certain license conditions.

operate two different gaming businesses in Italy.

We supply video lottery terminals (“VLTs”), including the terminal

machines themselves, the related online platforms and the games available on the machines, to brick-and-mortar gaming halls.

also supply Virtual Sports products, including online platforms and games, to betting shops and online platforms.

Our businesses

are operated through the Italian branches of certain of our UK subsidiaries.

These branches hold police licenses and are enrolled

in the Register of Gestori, as further described below.

We supply our Italian VLTs and Virtual Sports products only to operators

licensed under Italian gaming laws and regulations.

Personal licenses are subject to compliance

with certain license conditions.

We operate two different gaming

businesses in Italy.

We provide platform and games for video lottery terminals (“VLTs”), we also supply Virtual Sports

products, including online platforms and games, to betting shops and online platforms.

Our businesses are operated through the Italian

branches of certain of our UK subsidiaries.

These branches hold police licenses and are enrolled in the Register of Gestori, as further

described below.

We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming laws and

VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM.

Information regarding gaming

sessions and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor

the operation of machines and games and to verify the amount of taxes due.

Information regarding gaming sessions

and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor the operation

of machines and games and to verify the amount of taxes due.

Betting and Gaming Laws and Regulations.

Operators of betting premises offering VLTs (including the entities managing

the networks connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports

products, must hold an Italian gaming license.

No gaming license is required in order to supply VLTs or Virtual Sports products

to such operators.

Such VLT platforms, machines and games, and Virtual Sports platforms and games, must be certified and approved

by SOGEI, an entity authorized to conduct such certifications, and approved by the Italian Ministry of Finance.

Such certifications

and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual

Sports platforms and games.

of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United

Text of Public Security Law (TULPS) provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed

by article 1, paragraph 82 of Law No.

220/2010 (known as the “Register of Gestori”).

If a supplier of gaming machines

is not enrolled in the Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.

In addition, if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void.

Enrollment in the Register of Gestori is subject to, among other things, a review of the suitability of the applicant business

entity and its directors.

In the event of a change of control of the entity enrolled in the Register of Gestori (but not of such

entity’s direct or indirect parent entities), the details of such change must be notified to the ADM and suitability must

be reconfirmed.

Operators of betting premises offering VLTs (including the entities managing the networks

connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports products, must hold

an Italian gaming license.

No gaming license is required in order to supply VLTs or Virtual Sports products to such operators.

platforms, machines and games, and Virtual Sports platforms and games, must be certified and approved by SOGEI, an entity authorized

to conduct such certifications, and approved by the Italian Ministry of Finance.

Such certifications and approvals must be obtained by

such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports platforms and games.

of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text

of Public Security Law (TULPS) provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed by article

1, paragraph 82 of Law No.

220/2010 (known as the “Register of Gestori”).

If a supplier of gaming machines is not enrolled

in the Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.

In addition, if the

enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void.

Enrollment in the Register

of Gestori is subject to, among other things, a review of the suitability of the applicant business entity and its directors.

event of a change of control of the entity enrolled in the Register of Gestori (but not of such entity’s direct or indirect parent

entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

of Virtual Sports products are not required to hold a police license, be enrolled in the Register of Gestori or otherwise be licensed

or registered.

Greece, we supply VLTs, including the terminal machines themselves, the related online platforms and the games available on the

machines, to brick-and-mortar gaming locations operated by OPAP, the country’s sole licensed operator of gaming machines.

We supply such VLTs under a certification provided by the Hellenic Gaming Commission (the “HGC”).

We also supply Virtual

Sports products within retail venues operated by OPAP and via self-service betting terminals within OPAP venues and supply interactive

games to online operators in Greece.

Greece, we supply VLTs, including the terminal machines themselves, the related online platforms and the games available on the machines,

to brick-and-mortar gaming locations operated by OPAP, the country’s sole licensed operator of gaming machines.

We supply such

VLTs under a certification provided by the Hellenic Gaming Commission (the “HGC”).

We also supply Virtual Sports products

within retail venues operated by OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual

Sports to online operators in Greece including Stoiximan, OPAP and Novibet.

Betting and Gaming Laws and Regulations :

According to Article 44 par.

2 of Law 4002/2011, as well as according

to HGC’s Decisions No 225/2/25.10.2016, 79314/05.08.2020 and 79305/05.08.2020, all suppliers of gaming machines in Greece

must be certified by the HGC in order to legally supply, sell, lease, offer or distribute any VLT or virtual game or any other

game of chance (i.e.

games including wagers or bets and the result of which games depends, even partly, on the influence of luck).

Moreover, a Suitability Licence is required for suppliers, who are further are divided into a) Manufacturers (Art.

11 of the HGC’s

Decision No 79314/05.08.2020) and b) Importers/Distributors (Art.

12 of the HGC’s Decision No 79314/05.08.2020).

manufacturers need to obtain a Suitability Licence Type B, while importers/distributors need to obtain a Suitability Licence Type

2 of Law 4002/2011, as well as according to HGC’s

Decisions No 225/2/25.10.2016, 79314/05.08.2020 and 79305/05.08.2020, all suppliers of gaming machines in Greece must be certified by

the HGC in order to legally supply, sell, lease, offer or distribute any VLT or virtual game or any other game of chance (i.e.

including wagers or bets and the result of which games depends, even partly, on the influence of luck).

Moreover, a Suitability Licence

is required for suppliers, who are further are divided into a) Manufacturers (Art.

11 of the HGC’s Decision No 79314/05.08.2020)

and b) Importers/Distributors (Art.

12 of the HGC’s Decision No 79314/05.08.2020).

Accordingly, manufacturers need to obtain a

Suitability Licence Type B, while importers/distributors need to obtain a Suitability Licence Type E2.

As regards online gaming, Articles 45 -52 of Law 4002/2011, which was recently amended by Law 4639/2019 (Government Gazette A/167/30.10.2019),

introduces several new provisions such as the two exclusive types of online licenses for online gaming operators:

a) Online Betting

a) Online Betting Licence;

and b) a license for Other Online Games (it covers online casino games and online poker games and variants thereof).

Furthermore, Article 14 of the HGC’s Decision No 79835/05.08.2020 states that all suppliers have to submit an application

to the HGC, accompanied by the required compliance certificates, for the following elements:

Furthermore, Article

14 of the HGC’s Decision No 79835/05.08.2020 states that all suppliers have to submit an application to the HGC, accompanied by

the required compliance certificates, for the following elements:

the Gaming Platform (Betting Platform);

the Random Number Generator (RNG) per type/group of Games that the Manufacturer offer to each Licence Holder;

individual game or multigame.

Lastly, Suitability Licences for suppliers are also divided into two types:

a) Manufacturers Suitability

Licence and b) Importers/Distributors Suitability Licence (according to articles 9 and 10 of the HGC’s Decision No 79305/05.08.2020).

Accordingly, manufacturers need to obtain a Suitability Licence Type A1 or A2 (depending on whether the manufacturer provides

management services to the operator or not), while importers/distributors need to obtain a Suitability Licence Type E1.

the Random Number Generator

(RNG) per type/group of Games that the Manufacturer offer to each Licence Holder;

each individual game or multigame.

Suitability Licences for suppliers are also divided into two types:

a) Manufacturers Suitability Licence and b) Importers/Distributors

Suitability Licence (according to articles 9 and 10 of the HGC’s Decision No 79305/05.08.2020).

Accordingly, manufacturers need

to obtain a Suitability Licence Type A1 or A2 (depending on whether the manufacturer provides management services to the operator or

not), while importers/distributors need to obtain a Suitability Licence Type E1.

Regulation and Changes in Ownership

all of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our

ownership structure and composition and, to varying extents and in various circumstances, require us to disclose certain information

regarding the persons who directly or indirectly hold our shares.

Depending on the regulator, we may need to provide such information

not only when we first seek licenses or certifications, but also when material changes (measured at different levels) occur in

the ownership of our shares.

As a result, material changes in our shareholdings may be subject to special procedures in order

to ensure the continuation of our gaming licenses and certifications.

We continually invest in new product development in each of

our Virtual Sports, Interactive, Leisure and Gaming business segments.

Inspired has a full stack game development structure,

combining its proprietary technology frameworks together with some of the industry’s best math, art, creative and production

personnel spread across 3 game studios (Inspired, Astra and Bell Fruit).

We release over 100 games each year onto our own priority

gaming system, Interactive RGS and to our G2S clients around the world in markets such as the North America, UK, Greece, Spain,

Belgium, Italy, Sweden and more.

Whilst many of our game launches are omni-channel, we have a focus on building the right game

for the right market and take pride in tweaking and modifying the math and themes for the target player.

In Virtual Sports we combine

graphical assets and software that controls those assets to schedule events and generate results via a random number generator,

all of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our ownership

structure and composition and, to varying extents and in various circumstances, require us to disclose certain information regarding

the persons who directly or indirectly hold our shares.

Depending on the regulator, we may need to provide such information not only

when we first seek licenses or certifications, but also when material changes (measured at different levels) occur in the ownership of

As a result, material changes in our shareholdings may be subject to special procedures in order to ensure the continuation

of our gaming licenses and certifications.

continually invest in new product development in each of our Virtual Sports, Interactive, Leisure and Gaming business segments.

has a full stack game development structure, combining its proprietary technology frameworks together with some of the industry’s

best math, art, creative and production personnel spread across 3 game studios (Inspired, Astra and Bell Fruit).

We release over 100

games each year onto our own priority gaming system, Interactive RGS and to our G2S clients around the world in markets such as North

America, UK, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches are omni-channel, we have a focus on building

the right game for the right market and take pride in tweaking and modifying the math and themes for the target player.

In Virtual Sports

we combine graphical assets and software that controls those assets to schedule events and generate results via a random number generator,

as well as supplying on demand versions of our content.

In 2020, we launched the Virtual Plug and Play (VPP) product range.

our award winning Virtuals assets, with our Interactive RGS and the addition of a Virtuals Bet Management System, VPP gives our

operators a Virtuals Sportsbook in a box, with ease of integrations and operation.

We account for our development costs as software

development costs and these are typically amortized over a two-year period.

account for our development costs as software development costs and these are typically amortized over a two-year period.

our award winning Virtuals assets, with our Interactive RGS and the addition of a Virtuals Bet Management System, VPP gives our operators

a Virtuals Sportsbook in a box, with ease of integrations and operation.

We account for our development costs as software development

costs and these are typically amortized over a two-year period.

principal supply arrangements concern the supply of our terminal components, content provision and outsourced labor.

We work closely

with our key suppliers to ensure a high level of quality of goods and services is obtained and have worked with many of these

suppliers for many years.

with our key suppliers to ensure a high level of quality of goods and services is obtained and have worked with many of these suppliers

for many years.

We have achieved significant cost savings through centralization of purchases.

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, pubs, adult

gaming centers, holiday parks and regulated online operators.

We typically implement design and content variations to customize

their terminals and player experiences.

Our license agreements with customers for the provision of machines, content and Virtual

Sports products include provisions to protect our intellectual property rights in our games and other content.

Customer Contracts –

Our contracts in the Gaming segment

involve supplying gaming terminals and licensing gaming software and games for the terminals.

We supply the terminals on an exclusive

or non-exclusive basis for all terminals of a customer or for specific locations.

Under these contracts, we have general obligations

to deliver, install, upgrade and service the terminals and software.

The contracts may be terminated early in various circumstances

such as if we fail to meet performance targets in servicing the machines.

Under some contracts, we receive

an upfront fee for the provision of the terminals but more typically generate revenue as a percentage of income generated on terminals.

With our participation-driven business model, approximately 97% of service revenue (excluding VAT related income) for our Gaming

segment is recurring in nature and derived under long-term contracts that are typically between three and five years (although

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, pubs, adult gaming

centers, holiday parks and regulated online operators.

We typically implement design and content variations to customize their terminals

and player experiences.

Our license agreements with customers for the provision of machines, content and Virtual Sports products include

provisions to protect our intellectual property rights in our games and other content.

Contracts – Gaming

contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for the terminals.

the terminals on an exclusive or non-exclusive basis for all terminals of a customer or for specific locations.

Under these contracts,

we have general obligations to deliver, install, upgrade and service the terminals and software.

The contracts may be terminated early

in various circumstances such as if we fail to meet performance targets in servicing the machines.

some contracts, we receive an upfront fee for the provision of the terminals but more typically generate revenue as a percentage of income

generated on terminals.

With our participation-driven business model, approximately 97% of service revenue (excluding VAT related income)

for our Gaming segment is recurring in nature and derived under long-term contracts that are typically between three and five years (although

may be shorter for contract extensions).

Over the last three years, we have renewed a significant majority of contracts that were

Customer Contracts –

Virtual Sports

Our contracts in the Virtual Sports

segment typically involve the supply of licenses to operators to make available, either via online or retail channels, virtual

sporting events such as darts, cricket, or basketball, and to enable end-users to place bets on these events.

These are typically

one-time non-exclusive licenses specific to the virtual sporting event.

We may agree to customize and brand the virtual sporting

events for the operator or to provide language variations of the event.

Over the last three years, we have renewed a significant majority of contracts that were expiring.

Contracts – Virtual Sports

contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online or

retail channels, virtual sporting events such as darts, cricket, or basketball, and to enable end-users to place bets on these events.

These are typically one-time non-exclusive licenses specific to the virtual sporting event.

We may agree to customize and brand the virtual

sporting events for the operator or to provide language variations of the event.

The contracts may be terminated early in various circumstances,

including, for example, if the operator fails to pay an invoice within 60 days of receipt.

Our Virtual Sports products are typically offered to

operators on a participation basis, whereby we receive a portion of the gaming revenues generated, plus an upfront software license

With our participation-driven business model, our Virtual Sports segment produces approximately 94% of total revenue on a

recurring basis under long-term contracts that average four years when entered into and we have historically had a 99% renewal

rate over the last three years for contracts that expired.

Customer Contracts –

Our contracts in the Interactive

segment vary but generally involve the provision of a limited, non-exclusive, non-transferable, revocable license to operators

to display certain slot and casino content on which online bets are placed or to make our games available for play by end-users

of an operator’s online gaming business operations.

The contracts may be terminated early in various circumstances, including

material breach or inability to operate due to a change in regulatory status.

Our Interactive products are typically

offered to operators on a participation basis, whereby we receive a percentage of total amount of stakes wagered or a percentage

of net gaming revenue.

With our participation-driven business model, approximately 99% of revenue for our Interactive segment is

recurring in nature and derived under long-term contracts that averaged three years from when we entered into these contracts.

Over the last three years, we have renewed approximately 100% of these contracts for those customers that have continued to trade.

Customer Contracts –

Our contracts in the Leisure segment

vary but generally involve (i) agreement whereby the operator or proprietor of certain leisure resorts contributes premises and

we provide, on an exclusive basis, gaming and amusement terminals as well as gaming software and games for the machines provided,

(ii) contracts to supply gaming terminals as well as gaming software and games for the terminals provided to leisure operators

on a non-exclusive basis, and (iii) rental agreements, which we enter into with certain motorway services providers, whereby we

rent unit space in motorway service areas and populate this space with our gaming terminals.

Depending on the contract type,

we have general obligations to deliver, install, upgrade and service the terminals and software provided, to acquire licensing

for the various prizes and toys, which may be used in the terminals, to keep the premises open for minimum operating hours and

not to use the premises for certain business.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues

generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

94% of total revenue on a recurring basis under long-term contracts that average four years when entered into and we have historically

had a 99% renewal rate over the last three years for contracts that expired.

Contracts – Interactive

contracts in the Interactive segment vary but generally involve the provision of a limited, non-exclusive, non-transferable, revocable

license to operators to display certain slot and casino content on which online bets are placed or to make our games available for play

by end-users of an operator’s online gaming business operations.

The contracts may be terminated early in various circumstances,

including material breach or inability to operate due to a change in regulatory status.

Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of

stakes wagered or a percentage of net gaming revenue.

With our participation-driven business model, approximately 99% of revenue for

our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years from when we entered into

these contracts.

Over the last three years, we have renewed approximately 100% of these contracts for those customers that have continued

Contracts – Leisure

contracts in the Leisure segment vary but generally involve (i) agreement whereby the operator or proprietor of certain leisure resorts

contributes premises and we provide, on an exclusive basis, gaming and amusement terminals as well as gaming software and games for the

machines provided, (ii) contracts to supply gaming terminals as well as gaming software and games for the terminals provided to leisure

operators on a non-exclusive basis, and (iii) rental agreements, which we enter into with certain motorway services providers, whereby

we rent unit space in motorway service areas and populate this space with our gaming terminals.

on the contract type, we have general obligations to deliver, install, upgrade and service the terminals and software provided, to acquire

licensing for the various prizes and toys, which may be used in the terminals, to keep the premises open for minimum operating hours

and not to use the premises for certain business.

These contracts may be terminated early in various circumstances, including for material

breach or insolvency events.

Under our leisure contracts, we

typically generate revenue on a participation-basis by participating, typically as a function of gross revenue from each terminal,

in a percentage of volumes generated by these terminals.

With our participation-driven or fixed weekly fee business model, approximately

100% of service revenue for our Leisure segment is recurring in nature and derived under long-term contracts that are usually between

three and five years.

Since the NTG Acquisition, within the Leisure segment we have successfully renewed or extended all major

contracts that have expired.

our leisure contracts, we typically generate revenue on a participation-basis by participating, typically as a function of gross revenue

from each terminal, in a percentage of volumes generated by these terminals.

With our participation-driven or fixed weekly fee business

model, approximately 100% of service revenue for our Leisure segment is recurring in nature and derived under long-term contracts that

are usually between three and five years.

Since the NTG Acquisition, within the Leisure segment we have successfully renewed or extended

all major contracts that have expired.

and Employees

11 unchanged sentences

market account management;

and general administration and

management, including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance

and Information Security.

at December 31, 2020, we had approximately 1,500 full time employees.

Of those employees, over 600 were dedicated to delivering

our digital gaming platforms, content and manufacturing.

Approximately 80 of our employees were assigned to the ongoing operation

of our network, through which we supply and maintain our products.

Approximately 595 of our employees were involved in UK

field operations.

Our management, sales and administration teams accounted for approximately 180 employees.

We have been in the

process of consolidating a number of offices and functions as part of our integration project which will result in an overall

reduction in employees.

at December 31, 2020, approximately 1200 of our employees were in the UK government furlough scheme, a broadly similar percentage

as in April 2020, when the first UK COVID lockdown occurred.

and general administration and management,

including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance and Information

of December 31, 2021, we had approximately 1,600 employees, approximately 1,500 of which were full-time.

Of those employees,

over 600 were dedicated to delivering our digital gaming platforms, content and manufacturing.

Approximately 85 of our employees

were assigned to the ongoing operation of our network, through which we supply and maintain our products.

Approximately 600 of

our employees were involved in UK field operations.

Our management, sales and administration teams accounted for approximately 200

intellectual property consists principally of the propriety software we develop to operate our network and in the design and distribution

1 unchanged sentence

We depend upon agreements relating to trade secrets and proprietary know-how to protect our rights in this intellectual

We require all our employees, contractors and other collaborators to enter into agreements that prohibit the disclosure

of our confidential information to other parties.

In addition, it is our policy to require our employees, contractors and other

collaborators who have access to proprietary and trade secret material to enter into agreements that require them to assign any

and all intellectual property rights to us that arise as a result of their work on our behalf.

We also require our employees to

review and acknowledge our intellectual property policies regarding how we handle intellectual property.

These agreements, acknowledgements

and policies may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event

of any unauthorized use or disclosure in violation of these agreements, and may not be sufficient to secure for us the value in

such developments that they are designed to secure.

also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems,

web domains, and other intellectual property.

We require all our employees, contractors and other collaborators to enter into agreements that prohibit the disclosure of

our confidential information to other parties.

In addition, it is our policy to require our employees, contractors and other collaborators

who have access to proprietary and trade secret material to enter into agreements that require them to assign any and all intellectual

property rights to us that arise as a result of their work on our behalf.

We also require our employees to review and acknowledge our

intellectual property policies regarding how we handle intellectual property.

These agreements, acknowledgements and policies may not

provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or

disclosure in violation of these agreements, and may not be sufficient to secure for us the value in such developments that they are

designed to secure.

also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems, web

domains, and other intellectual property.

We also rely on certain products and technologies that we license from third parties.

Proprietary licenses typically limit our use of intellectual property to specific uses and for specific time periods.

The terms of our intellectual property registrations vary based

on the type of registration and the date and jurisdiction of filing or grant.

European and U.K trademark registration lasts for

10 years but can be renewed indefinitely.

European and U.K design registration lasts for five years but it can be renewed four

times (giving a maximum total of 25 years of protection).

European and U.K patents can only be renewed for up to 20 years.

design patents expires 15 years from the date of grant, and the term of utility patents generally expires 20 years from the

date of filing of the first non-provisional patent application in a family of patents.

The actual protection afforded by a patent

depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the applicable country.

licenses typically limit our use of intellectual property to specific uses and for specific time periods.

terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.

European and U.K trademark registration lasts for 10 years but can be renewed indefinitely.

European and U.K design registration lasts

for five years but it can be renewed four times (giving a maximum total of 25 years of protection).

European and U.K patents can only

be renewed for up to 20 years.

design patents expires 15 years from the date of grant, and the term of utility patents generally

expires 20 years from the date of filing of the first non-provisional patent application in a family of patents.

The actual protection

afforded by a patent depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the applicable

operate in a highly competitive industry, and in highly competitive business segments.

1 unchanged sentence

businesses, many of which have substantially greater financial resources and operating scale than we do.

Such competition could

adversely affect our ability to win new contracts and sales and renew existing contracts.

We operate in a period of intense price-based

competition in some key sectors, which could affect the profitability of the contracts and sales we do win.

In certain sectors,

our businesses also face competition from suppliers, operators or licensees who offer products for internet gaming in illegal

or unregulated sectors, but are still able or permitted to supply products and compete with us in regulated sectors.

These competitors

often have substantially greater financial resources and operating scale than we do.

Our principal competitors include, among

others, certain businesses that have vertically integrated gaming machine and retail betting operations and businesses that operate

in both regulated and unregulated sectors and thereby effectively subsidize their regulated operations with unregulated operations.

Such competition could adversely

affect our ability to win new contracts and sales and renew existing contracts.

We operate in a period of intense price-based competition

in some key sectors, which could affect the profitability of the contracts and sales we do win.

In certain sectors, our businesses also

face competition from suppliers, operators or licensees who offer products for internet gaming in illegal or unregulated sectors, but

are still able or permitted to supply products and compete with us in regulated sectors.

These competitors often have substantially greater

financial resources and operating scale than we do.

Some larger competitors hold long term contracts which control access points for

some of our products and this may mean we must contract with those competitors rather than directly with the customer to provide our

Our principal competitors include, among others, certain businesses that have vertically integrated gaming machine and

retail betting operations and businesses that operate in both regulated and unregulated sectors and thereby effectively subsidize their

regulated operations with unregulated operations.

maintain a website at www.inseinc.com.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form

8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available free of

charge through the Investors link on our website as soon as reasonably practical after they are electronically filed with or furnished

Also available on our website are our Code of Ethics, as well as the charters of the audit, compensation and nominating

and corporate governance committees of the Board of Directors.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and

any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available free of charge through

the Investors link on our website as soon as reasonably practical after they are electronically filed with or furnished to the SEC.

available on our website are our Code of Ethics, as well as the charters of the audit, compensation and nominating and corporate governance

committees of the Board of Directors.

Information on our website is not incorporated into this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business