What changed in this filing

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Item 1. Business

2024-02-27 compared with 2021-05-10 · 694 added, 575 removed, 54 unchanged (96% of the section changed)

Subsequent Events

Investors and potential investors are advised

to review this annual report on Form 10-K in light of ongoing events.

As with other businesses worldwide, we are experiencing

severe disruption to our business as a result of the COVID-19 pandemic and the far-reaching actions of the governments of various

countries where we do, and hope to do, business, as well as countries sourcing our supply chain.

The World Health Organization has declared

COVID-19 to be a global pandemic.

There have been a number of government-imposed emergency measures in many of the jurisdictions

in which we operate in response to the pandemic.

The duration of these measures are unknown, but include the closure of all retail

venues (including pubs, bookmakers, holiday parks, and adult gaming centers), restrictions on all non-essential travel, social

distancing, bans on public mobility and shelter in place measures.

Retail operations of our customers in Italy, Greece, the U.S

and the UK have closed and are no longer generating revenues for us.

Our Interactive business, which includes Virtual Sports products,

to the extent delivered online, remain operational.

Although there have been a number of government-supported

initiatives (across our various geographies) proposed to ease the burden on businesses and employees, including employee retention

schemes, credit relief and tax deferrals, there is still much uncertainty regarding the scope of these initiatives or their respective

impact on our business.

While the situation

is fluid, we have already experienced adverse effects on our business, which we are currently working to mitigate.

Since mid-March,

we have drawn down the full amount of GBP20.0 million (equivalent to $ 24.8 million

at current exchange rates) on our revolving credit facility to provide additional near-term liquidity and cancelled or delayed

material capital expenditures.

Most recently, we implemented furloughs, reduced work hours and compensation levels, as well as

additional measures across our entire business.

The objective of these actions has been to lower our future cash expenditures for

the period in which these initiatives remain in place.

Though we have seen an increase in our virtual/interactive business

since the government-mandated closures, depending on the duration of the pandemic and government-mandated restrictions, as well

as government-sponsored remediation regimes, the effects of these events are potentially catastrophic for the worldwide economy,

including our business.

However, the dynamic nature of the pandemic and government restrictions, as well as evolving potential

for relevant, government sponsored business stimuli and creditor relief plans are neither quantifiable nor predictable as of this

are a global business-to-business gaming technology company, supplying Virtual Sports (which includes Interactive, comprising

the offering of our SBG and Virtual Sports content via our remote gaming server) and Server Based Gaming (“SBG”) products

to regulated lottery, betting and gaming operators worldwide through an “omni-channel”

distribution strategy.

end-to-end digital gaming solutions on our proprietary and secure network, which accommodates a wide range of devices, including

land-based gaming machine terminals, mobile devices such as smartphones and tablets and online computer applications.

Our Virtual Sports business

designs, develops, markets and distributes ultra-high-definition games that create an always-on sports wagering experience.

believe we have a strong position in the supply of Virtual Sports gaming products, with a wide product offering available.

of December 31, 2019, our Virtual Sports products were available in more than 44,000 retail channels and on more than 300 websites.

Our products are installed in over 35 gaming jurisdictions worldwide, including the UK, Italy, Greece, Morocco, and the U.S.

SBG business designs, develops, markets and distributes a broad portfolio of more traditional games through our digital network

architecture.

Our SBG products are offered through over 32,000 digital terminals in gaming and lottery venues around the world,

with approximately 2,900 additional terminals contracted for deployment.

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.

Our SBG products are typically offered directly to land-based and online

casino gaming operators, either:

(i) through product sales or (ii) on a participation basis.

Because our SBG products are fully

digital, they can interact with a central server and are provided on a “distributed”

basis, which allows us to realize

a number of benefits, including that we are able to access a wider geographic footprint through the internet and proprietary networks.

We offer SBG products that are compliant with all requirements in the UK (B2/B3), Italy (’6B), Greece (G2S) and Illinois

On October 1, 2019, we completed

an acquisition of a number of entities from Novomatic (UK) Limited, a leading international supplier of gaming equipment and solutions.

As a leading supplier of Category B1, B3, C and D gaming terminals as well as other coin operated products to pubs, arcades, motorway

service areas and holiday resorts in the UK, this acquisition diversifies Inspired’s gaming products and adds popular content

across a complementary customer base with very little overlap of existing customers.

entities together are hereinafter referred to as the “Acquired Businesses”.

As of December 31, 2019, the Acquired

Businesses operated approximately 19,000 gaming machines located in pubs, adult gaming centers, holiday parks and other route

operations, and approximately 35,000 devices across a variety of amusement entertainment solutions and self-service betting terminals.

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.), GVC Holdings Plc (including Ladbrokes Coral), the Pennsylvania Lottery, Bourne Leisure, Greentube,

Stonegate, Mitchells & Butler, Marstons PLC, Greene King, JD Wetherspoon PLC, Park Dene Resort, Centre Parcs Resorts and Novomatic.

Geographically, more than half of our revenues are derived from, and more than half of our non-current assets (excluding goodwill,

which is not allocated by region) are attributed to, our UK operations, with the remainder of our revenues derived from, and non-current

assets attributed to, Italy, Greece and the rest of the world.

majority of our products, other than the products of the Acquired Businesses, are provided through multiple channels over a digital

However, the Acquired Businesses manufacture and sell “analog”

All of our products are designed

to operate within applicable gaming and lottery regulations and all of our customers are regulated gaming or lottery operators

or are otherwise licensed to operate our products.

gaming industry is heavily regulated.

We and our products, as applicable, are licensed, authorized or certified, as applicable,

in a number of major gaming and lottery jurisdictions.

Our key licenses, authorizations and certifications include those from

the Gambling Commission of Great Britain, the Italian gaming authorities and the Greek gaming authorities, as well as the Licensing

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

Des Marchés Financiers

(Quebec) and state regulators in various jurisdictions in the United States.

We are a member of key industry associations, including

the Gaming Standards Association, the Betting and Gaming Council (BGC), the British Amusement Catering Trades Association (BACTA)

and the Gambling Business Group (GBG).

have historically operated our business in two business segments –

Virtual Sports (which includes Interactive) and Server

Based Gaming –

representing our different products and services.

Since October 2019, our business also includes the Acquired

Our Interactive business comprises the offering of our SBG and Virtual Sports content via our remote gaming server.

Our products in both the Virtual Sports and Server Based Gaming categories offer innovative games, available through a variety

of distribution channels, including digital SBG terminals, mobile gaming products, computer and online gaming products and services

and electronic table games (“ETG”).

We believe our omni-channel distribution is an important differentiator of our

products in the market, allowing us to update our game and operating software remotely and keep pace with fast-evolving requirements

in game play, security, technology and regulations.

Virtual Sports offers ultra-high-definition

games that create an always-on sports wagering experience, while SBG offers more traditional casino games such as slots, roulette

and other table games.

Our 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.

We offer a comprehensive array of sports titles in Virtual Sports.

Our SBG game portfolio includes a broad selection

of leading omni-channel slots titles including the Centurion TM , game family and Super Hot Fruits TM featuring

Sizzling Hot spins game family.

These games offer customers a wide range of volatilities, return-to-player and other special features.

We also offer a range of more traditional casino games through its SBG network, such as roulette, blackjack and numbers games.

Certain product and company names referred to herein are trademarks™

or registered ®

trademarks of their respective

We believe we are one of the leading suppliers

of Virtual Sports gaming products in the world.

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

channels and more than 100 websites.

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

We are contracted to supply Virtual Sports and other digital games to mobile and online operators in the UK, the U.S.

Nevada, Pennsylvania and New Jersey, Gibraltar and other regulated, EU sectors, including Italy, Greece, Denmark and other jurisdictions

such as China 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.

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.

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

addition to soccer, football, basketball, our virtual sports products also include tennis, speedway (track motorcycle racing),

motorcar racing (single seater style and stock cars), velodrome cycle racing, greyhound and horse racing, , darts and cricket,

as well as various lottery ball draw and other numbers games.

We have also licensed the use of images of certain sports figures

in our games, including with the NFL Alumni.

We also entered into a partnership with CARM productions and Aintree Race Course

to create the Virtual Grand National, which aired on live UK television in 2017, 2018 and 2019.

Virtual Sports events are capable of being offered to millions of their 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 launched a remote game server Virtual Sports product, which enables the provision of on-demand

Virtual Sports events alongside the scheduled events Virtual Sports events that during 2019 predominated in our product

addition to on-demand Virtual Sports, our Virgo RGS™

offers a wide range of premium slots 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,

Jagr’s Super Slot and Desperados Wild Megaways TM .

Inspired releases several new titles per month and new games

can be seamlessly deployed to the full estate of operators via its Virgo RGS™.

Inspired’s Virgo RGS™

is integrated

with a number of leading casino brands, including William Hill, Ladbrokes Coral, Bet365, Bwin, Paddy Power, Betfair, Sky Vegas,

Bet Victor, Rank, Leo Vegas, Mr Green and Aspire Global.

We are also now live with six North American operators:

Caesars, Resorts,

Mohegan and Golden Nugget in New Jersey and with British Columbia Lottery Corporation and Loto Quebec in Canada.

Based Gaming (SBG)

SBG products are capable of offering games through over 32,000 digital terminals in gaming and lottery venues around the world.

Because our SBG products are fully digital, they can interact with a central server and are provided on a “distributed”

basis, which allows us to realize a number of benefits, including that we are able to access a wider geographic footprint through

the internet and proprietary networks.

We have a strong market

position in the UK, where our SBG terminals account for a material portion of all SBG terminal placements and we offer over 100

We are also a material supplier to Italy and Greece.

We offer SBG terminals such as the Flex4k curved screen, Storm HD,

Eclipse, Valor TM , Optimus and Blaze, each offering a different size terminal, graphics, technology and price proposition.

We are able to distribute games to devices via different Game

Management Systems (“GMSs”), each tailored to a specific operator and sector type.

Our CORE TM system

is designed for distributed street-gaming sectors and uses Inspired or third-party cabinets in combination with Inspired

Inside hardware, and gaming content from Inspired and a wide portfolio of independent game developers.

CORE-CONNECT is our

American Gaming Association G2S standard-based Video Lottery Terminal (“VLT”) platform, currently deployed in the Greek

Our Virgo remote gaming server (“RGS”) is also used to power our web-based and mobile content delivery

This system, and the HTML5-based games that are deployed on it, mean that we can offer a genuine omni-channel game experience.

The Acquired Businesses

manufacture Category B, C and D gaming machines, arcade machines and other coin-operated machines to the UK pubs and leisure sectors.

This includes Prismatic, a premium digital gaming terminal with both B3 and Cat C multi-game menus.

Key gaming titles include

Reel King®

, Shenanigan’s and Little Devils®

European focused titles include Golden Winner, Grand Slam and Dice Spinner.

In addition, the business has developed a range of

Cat D and Redemption Games for the Leisure sector.

These feature globally recognized brands, including Monopoly from Hasbro, Deal

or No Deal from Endemol and Pac Man from Bandai.

In addition to manufacturing, the Acquired Businesses operate

and service a network of approximately 19,000 gaming machines located in pubs, adult gaming centers, holiday parks and other route

operations, and approximately 35,000 devices across a variety of amusement entertainment solutions and self-service betting terminals.

are focused on executing on key strategies to achieve long-term growth in revenues, profit and cash flow.

We seek to achieve our

targets by delivering innovative and differentiated products that provide value to our customers and exciting experiences to their

players in multiple jurisdictions throughout the world.

We place great emphasis on developing creative solutions, in terms of

game content and play, that deliver and sustain superior performance primarily for networked

and distributed gaming.

This networked strategy often allows us to update our games and operating software remotely, keeping

Entertainment, Inc.

(the “Company”, “Inspired”, “we” or “us”) is 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 basis.

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.

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.), Entain, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons, Greene King,

JD Wetherspoon, Parkdean Resort, Center Parcs Resorts and Novomatic.

Geographically, 74% of our revenues (excluding VAT-related

revenue) for the year ended December 31, 2022 were generated from our UK operations, with the remainder generated from 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 Connecticut, Illinois, Michigan,, New Jersey, Oregon, Pennsylvania, West Virginia and the Canadian provinces of

Alberta, Nova Scotia, Ontario and Saskatchewan.

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

As of December

31, 2022, we had approximately 1,600 employees, approximately 1,500 of which were full-time.

We generated total revenue of $281.6 million

and Adjusted EBITDA of $99.0 million for the year ended December 31, 2022.

Company is publicly listed on the NASDAQ and had an equity market capitalization of approximately $328.27 million as of December 31,

2022 (based upon a closing stock price of $12.67 on December 30, 2022).

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 35,000 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 ® (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, Vantage ®, Eclipse TM , Valor TM , Prismatic TM and Sabre Hydra TM ,

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

of December 31, 2022, we had a total installed base of 34,903 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.

During 2022, we sold

3,027 units, 53% of these in the UK and 47% internationally.

With our participation-driven business model, approximately 96% of service

revenue for our Gaming segment was recurring in nature in 2022 (excluding $2.0 million of performance bonus revenue and $1.0 million

of VAT-related revenue) and derived under long-term contracts.

We have successfully renewed contracts with our three largest customers

in the UK LBO market.

the year ended December 31, 2022, our Gaming segment generated revenue and Adjusted EBITDA of $111.3 million and $43.7 million, respectively

(excluding VAT related income), as compared to the year ended December 31, 2021, during which we generated $81.4 million and $26.7 million

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

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, overcoming the relative infrequency of live sporting events.

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 TM , V-Play Women’s Soccer TM , V-Play Football

TM , V-Play Basketball TM , V-Play Baseball TM , and V-Play NFLA TM , as well as greyhounds,

other horse racing products, tennis, motor racing, cycling, cricket, speedway, golf and darts.

We have also licensed the use of images

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

In 2021, we entered into an exclusive licensing agreement with

the Major League Baseball Players Alumni Association to create and license a new V-Play Home Run Shoot-out Legends TM 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, D.C.

and New Jersey;

Gibraltar and other regulated

EU sectors, including Italy, Greece and Poland;

and other jurisdictions such as Ontario, 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.

Virtual Sports events are capable of being offered to millions of 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

99% of total revenue on a recurring basis under long-term contracts for which our standard term is three years in duration.

the year ended December 31, 2022, our Virtual Sports segment generated revenue and Adjusted EBITDA of $54.2 million and $44.9 million,

respectively, as compared to the year ended December 31 2021, during which we generated $35.0 million and $27.5 million in revenue and

Adjusted EBITDA, respectively.

Virtual Sports revenue generated through online and mobile channels has increased from $34.3 million in

2021 to $53.9 million in 2022.

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 ® ,

20p Roulette TM , Jagr’s Super Slot TM , Super Hot Fruits ® 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™.

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

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

Connecticut, Ontario and Quebec.

We expect to next go live in West Virginia and Alberta during 2023.

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 thirteen North American operators:

Bet MGM, Draft Kings,

Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, Ballys, Tipico, Ocean, 888 and Golden Nugget and with Loto Quebec in

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.

For the year ended December 31, 2022, our Interactive segment generated revenue

and Adjusted EBITDA of $20.6 million and $11.3 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 duration.

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

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, 2022, we supplied and operated over 11,000

gaming terminals and 4,500 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult gaming centers.

We also service

approximately 2,800 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.

addition, we also supply and operate approximately 9,500 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, Greene King, Mitchells and Butler, Whitbread

Marstons and Admiral Taverns.

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 TM brand in Extra Motorway Services.

We have joint venture agreements with holiday

park operators including Parkdean Resorts, Bourne Leisure and Butlins, where we supply machines and trained staff to manage and operate

family entertainment centers.

our Leisure segment had, as of December 31, 2022, 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 97% of revenue for our Leisure segment is recurring in nature and

derived under long-term contracts.

Notably, we have successfully renewed contracts with pub operators Greene King, Marstons PLC, Mitchells

& Butlers, Admiral Taverns, Stonegate and Whitbread.

We have also secured new contracts with Bourne Leisure and Butlins.

the year ended December 31, 2022, our Leisure segment generated revenue and Adjusted EBITDA of $95.5 million and $24.3 million, respectively.

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 centers.

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

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.

For the year ended December

31, 2022, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented

86% of total revenue (87% excluding VAT-related revenue and $2.0 million of performance bonus), as compared to approximately 85% of total

revenue (86% excluding VAT-related revenue) for the year ended December 31, 2021.

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

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 the significant majority of 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 Company’s acquisition of the Gaming Technology Group of Novomatic UK Ltd., a division of Novomatic Group, an

international supplier of gaming equipment and solutions in October 2019 (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, 2022, we held approximately

15 patents and approximately 200 trademarks worldwide.

We focus our product development efforts on emerging technology trends, utilizing

a combination of customer research, design experience and engineering excellence.

We are committed to developing innovative products

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

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.

Interactive business has expanded rapidly, with revenue growing at an approximate compound annual growth rate of 65% on a functional

currency at constant rate basis between 2019 and 2022.

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

100 slot games .

Many of our recent game launches, including Gold Cash Free Spins TM , Big Fishing Fortune TM , and

the Reel King ® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though,

unlike our older games, they originated online and, once proved successful, were migrated to retail 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.

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

for gaming and lottery operators through the introduction of new channels and portals for delivering games to customers.

This supplements

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.

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, 2022, 21 U.S.

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 Executive Officer, Brooks H.

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

and our Executive Vice President and 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.

In addition, the members of the OEC have centered their careers on identifying,

acquiring and integrating, through the implementation of value creation initiatives, complementary businesses.

seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players

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.

key strategic priorities are as follows:

Extend our positions

in each of the sectors in which we operate by developing new products which can, in many cases, be utilized across multiple sectors.

We continually

invest in new 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 products and services available to them and bringing exciting entertainment

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 digital approach, which connects our content to a wide range of devices and is compatible with

a wide range of 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 mobile, where we can deploy our RGS products.

We believe our technological approach allows us to quickly adapt to changes

in player preferences.

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

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 in our digital businesses.

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,

These contracts are in the participation-based portion of our business, where our revenues typically grow in line with the growth

of our customers’

gaming revenues from our products.

We work closely with our customers to assist in the optimization of

their operations so they can achieve growth in their revenues generated by our products, which we believe is to our benefit.

we continually invest in new game 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.

In some instances, we must develop new software and content

to comply with, or mitigate the impact of, new regulatory requirements.

We believe our game 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 while further penetrating existing markets.

believe that 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 VLTs, Virtual Sports and Interactive 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.

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.

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

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 2021 and 2022, we placed 399 and 1,006 VLT terminals, respectively, in North

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.

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 acquisition of the Acquired Businesses.

We believe such acquisition added increased

scale to our business while supplementing key technologies and content within our portfolio.

Competitive Strengths

intend to execute our strategy by leveraging the following competitive strengths:

Base of Operations with Recurring Revenue from Long-Term Relationships

Over the last

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

customers include major blue-chip lottery, sports betting and gaming operators (both land-based and online) within regulated sectors

Many of our customer relationships in the UK and European sectors are long-standing and in excess of 10 years.

Position in Virtual Sports

Virtual Sports products currently generate over $10 billion in player wagers per year.

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

is fast growing and high margin, and complements our recurring-revenue base, which is itself growing.

of Strong Content Development

We deploy over

100 new games, variants and 3rd party titles per year across our GMSs and RGS systems.

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.

Distributed Digital Gaming Platform

proprietary digital gaming platform has been developed internally by our development teams.

We offer products that are compliant

with all requirements in each of the sectors in which we operate.

Our digital, distributed gaming platform is able to deliver

our content and user experience to devices ranging from gaming terminals to mobile devices.

Our ability to execute

the strategy above is necessarily affected by the ongoing COVID-19 pandemic and, its as yet unknown effects on the business.

the immediate term, we are highly focussed on managing our cash flow and liquidity, as well as focussing on the parts of our business

that remain operational in order to maximise near term revenues from those business lines.

We have recently taken measures intended to mitigate some of the effects of the COVID-19 pandemic, including

a restructuring of the composition and pay levels of our workforce.

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.

our Executive Vice President and Chief Strategy

Officer, Daniel B.

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

and our General Counsel,

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

decades of collective 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 of value creation initiatives, complementary businesses.

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.

to H2 Gambling Capital, the industry has grown at a 3.0% compounded annual growth rate from 2009 to 2019, driven by increased consumer

spend and the introduction of new regulated sectors.

During this period, digital online and

mobile gaming and lottery have grown at a faster pace.

According to H2 Gambling Capital, this portion of the industry has grown

at a 10.7% 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.

We believe that the overall global gaming

and lottery industry will continue to grow, with more robust growth in the digital gaming and lottery sectors.

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.

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 level.

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 2% compounded annual growth

rate from 2012 to 2022, 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 15% compounded annual growth rate from 2012 to 2022, 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.

According to the H2 Database,

the total global gaming and lottery industry is projected to grow an average of 6% per year from 2022 to 2027 driven by the projected

growth in mobile and online gaming.

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 “EDGE”

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

Digital Multi-Channel Offerings:

Replacement of legacy analog machines with larger volume of smart digital devices, including retail and mobile .

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

to upgrade the established terminal base to digital operation.

Smartphones and Mobile Devices:

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 H2 Gambling Capital, mobile gaming revenues in such sectors exhibited

a 24.8% compounded 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 and Italy have historically contributed the most

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

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 27.0% compound annual growth rate between 2010 and 2021.

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 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”).

we are licensed or certified (as applicable) by the Greek gaming authorities and in a number of other jurisdictions by regulators

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

Des Marchés Financiers (Quebec) and state regulators in various jurisdictions in the United States.

In 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.

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.

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 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.

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”

On March 20 2020, the British Government closed all pubs, betting shops, arcades and holiday parks for an

indefinite period as one of several measures to prevent the spread of COVID-19.

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.

A 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).

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

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 B3 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.

1 unchanged sentence

to, the following:

● Shareholder

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

1 unchanged sentence

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”

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.

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 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.

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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.

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

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These personal licenses are subject to renewal every five years.

Personal licenses are subject

to compliance with certain license conditions.

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.

On March 11 2020, the Italian Government closed all bricks

and mortar gaming halls for an indefinite period as one of several measures to prevent the spread of COVID-19.

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.

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

also supply platforms for bets on Virtual Sports events 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 ADM 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 regulations.

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.

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 either SOGEI, an entity controlled

by the Italian Ministry of Finance and authorized to conduct such certifications or testing labs accredited with ADM.

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

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 and managed by ADM (known as the “ADM Register of Gestori”).

If a supplier of gaming

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

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

Enrollment in the ADM 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.

In the event of a change of control of the entity enrolled in the ADM 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

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

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

On March 13 2020, the Greek Government closed all bricks and mortar gaming halls for an indefinite period as

one of several measures to prevent the spread of COVID-19.

Greek Betting and Gaming Laws and

According to articles 25(b) and 44 par.

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

Decision No 225/2/25.10.2016, all suppliers of gaming machines in Greece must be certified by the HGC in order to legally supply,

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

Decision No 225/2/25.10.2016 as well as Ministerial Decision 79314/23.07.2020 (GG B’ 3263/5 August 2020) as amended with Decision

13530 /02.02.2022 (GG B’ 356 03.02.2022) and again with Decision 187634/27.12.2022 (GG B’ 6716/2712.2022) and 79305/05.08.2020

(GG B’ 3262/5 August 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).

Suppliers are divided into two types, manufacturers and

importers/distributors (according to articles 47 and 48 of the aforementioned HGC’s Decision).

In order for a manufacturer

to receive certification, it must satisfy the HGC as to its corporate and financial status and must not have been denied a gaming

license or certification in any other country.

In order for an importer/distributor to receive certification, it must satisfy the

HGC as to its corporate and financial status, must not have been denied a gaming license or certification in any other country

and must have the approval of the manufacturer to supply its products in the Greek sector.

games including wagers or bets and the result

of which games depends, even partly, on the influence of luck).

Moreover, for Manufacturers which are defined under the aforesaid Decision

79305 as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way

makes available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to

this end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for a Suitability License

provided a Manufacturers (type A.1 licence) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need

to obtain a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.

regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A’ 180/22.8.2011), which was recently amended by Law 4635/2019 (GG

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 License;

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

Furthermore, Article 14 of the HGC’s Decision No 79835/05.08.2020 (GG B’ 3265/5.8.2020) states that all Manufacturers

have to submit an application to the HGC, accompanied by the required compliance certificates, for the following elements:

Platform (Betting Platform);

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

each individual game or multigame.

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

a) Manufacturers

Suitability License and b) Importers/Distributors Suitability License (according to articles 9 and 10 of Decision No 79305/05.08.2020).

Accordingly, manufacturers need to obtain a Suitability License 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 License Type E1 or E2.

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 and Server Based Gaming business segments.

Inspired has a full stack game development structure,

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

personnel, along with a select few external development teams to deliver the best in omni-channel mobile and VLT games.

over 100 new games, variants and 3 rd party titles per year across our GMSs and RGS systems.

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.

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.

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 SBG terminal components, content provision and outsourced labor.

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.

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 Gaming, Virtual Sports, Interactive and Leisure 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.

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.

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 and regulated

online operators.

We typically implement design and content variations to customize their terminals and player experiences.

license agreements with customers for the provision of SBG content and Virtual Sports products include provisions to protect our

intellectual property rights in our games and other content.

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 94% 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 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.

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

99% of total revenue on a recurring basis under long-term contracts that average four years when entered into and we have historically

had a 100% 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 100% 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.

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

the significant majority of major contracts that have expired.

and Employees

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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 2019, we had approximately 1,700 full time employees.

Of those employees, over 600 were dedicated to

delivering our digital gaming platforms, content and manufacturing.

Approximately 100 of our employees were assigned to the

ongoing operation of our network, through which we supply and maintain our products.

Approximately 750 of our employees

were involved in UK field operations.

and general administration and management,

including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance and Information

of December 31, 2022, 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 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.

intellectual property consists principally of the propriety software we develop to operate our network and in the design and distribution

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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 trade secret policies regarding how we handle trade secrets.

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.

We operate in a highly competitive industry,

and in highly competitive business segments.

We face competition from a number of worldwide 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.

revenues are subject to a number of variations.

Equipment sales and software license revenues usually reflect a limited number

of large transactions, which may not recur on an annual basis.

Consequently, revenues and operating results can vary substantially

from period to period as a result of the timing of equipment sales and software licensing.

In addition, revenues may vary depending

on the timing of contract awards and renewals, changes in customer budgets and general economic conditions.

However, our revenues

are not subject to regular seasonal variations of the sort often related to seasonal consumer behavior, except that income from

the Acquired Businesses is generally strongest in the spring and summer and predominantly in Leisure Parks, in Italy and Greece

we experience reductions in revenue in the summer and in the UK, Italy and Greece we experience increases in revenue around customers’

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 expire 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.

We face competition from a number of worldwide

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.

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/A

Item 1. Business