What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-02-27 compared with 2021-05-10 · 962 added, 888 removed, 125 unchanged (94% of the section changed)

1 unchanged sentence

business is subject to a high degree of risk.

You should carefully read and assess our discussion of the risk factors facing our

business, below.

Any of these risks could materially and adversely affect our business, operating results, financial condition

and prospects, and cause the value of our common stock to decline, which could cause investors in our common stock to lose all

or part of their investments.

You should carefully read and assess our discussion of the risk factors facing our business,

Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects, and

cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.

of Risk Factors

business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely

affect our business, financial condition, results of operations, cash flows, and prospects.

These risks are discussed more fully below

and include, but are not limited to, risks related to the following:

rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in,

sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects.

are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

UK Government’s impending review of the Gambling Act, together with other rules that may be considered in the UK in response

to recent consultations, could have a material negative impact on our business.

privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations

and subject us to possible sanctions and other penalties.

results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees

of future performance.

industry is subject to strict government regulations that could limit our existing operations and have a negative impact on our ability

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to player.

may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise

and information technology systems.

directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us to

sever our relationship with non-approved individuals, which could adversely impact our operations.

and gaming authorities have significant control over our operations and ownership and could cause us to redeem certain stockholders

on potentially disadvantageous terms.

of our executive officers and directors are affiliated with entities engaged in business activities similar to those conducted by

us (or may enter into similar business activities in the future) and, accordingly, may have conflicts of interest in determining

whether a particular business opportunity should be presented to us or to another entity.

have operations in a variety of countries, which subjects us to additional risks.

may have future capital needs and may not be able to obtain additional financing on acceptable terms.

tax laws and regulations are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently

recorded by the Company.

may be unable to develop sufficient new products and product lines and integrate them into our existing business, which may adversely

affect our ability to compete; our expansion into new sectors may present competitive and regulatory challenges that differ

from current ones.

may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to

take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition,

results of operations and stock price, which could have an adverse effect on your investment.

or disruption in the financial markets could materially adversely affect our business and the trading price of our common stock.

economic conditions could have an adverse effect on our business, operating results and financial condition.

face risks and uncertainty arising from the United Kingdom’s withdrawal from the European Union.

Relating to Our Business and Industry

The ongoing coronavirus (COVID-19) pandemic

is adversely affecting our business.

Our business has been and will be affected by the rapidly expanding

coronavirus (COVID-19) pandemic.

Our ability to offer land-based gaming generally has been affected by the closure, for an indeterminate

period of time, of all venues that offer gaming in the jurisdictions in which we operate (including, but not limited to, the UK,

Greece and Italy, from which we derive a substantial portion of our income).

In addition, the economic impact of the pandemic may

result in the permanent closure of certain venues and/or a decrease in the willingness or ability of consumers to engage in gambling

activities, both during and possibly after the pandemic The pandemic may also adversely affect a broad range of our operations,

including our ability to obtain and ship our products, our ability to continue to develop new products and services as well as

the ability of our customers to pay outstanding amounts due to us.

The emergency measures with respect to employment announced

by the governments in the UK and Italy (where the Company has employees) are being followed by the Company but there is a risk

that the measures may take longer to implement by the government than the Company anticipates and there is a possibility that the

further detail with respect to those emergency measures to be announced is contrary to assumptions made by the Company.

the emergency measures may not provide any significant measure of support for the Company.

As a result of office closures relating to the COVID-19 outbreak,

together with other unusual factors, we identified a material weakness in connection with the preparation of our financial statements.

Despite the implementation of enhanced controls going forward, there can be no assurance that we do not experience a similar incident

in the future if we stay on government ordered lockdown with furloughed staffs.

During March 2020, we closed our offices due

to the COVID-19 outbreak.

As a result, our employees have been working remotely since such time and we anticipate that they will

continue to do so until the COVID-19 outbreak subsides.

As described In Item 9A herein, we have identified a material weakness

in our financial control system that arose in connection with the preparation of our year-end financial statements and the related

review processes, associated with such office closures and other unusual factors.

Despite the implementation of enhanced controls

going forward, there can be no assurance that we do not experience a similar incident in the future if we stay on government ordered

lockdown with furloughed staffs.

operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide

We face competition from a number of businesses,

including worldwide businesses, many of which have substantially greater financial resources and operating scale than we do.

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.

we cannot successfully compete in our industry and business segments, our business, results, financial condition and prospects

could suffer.

are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue

if we are unable to renew certain of these contracts.

our Virtual Sports contracts are for initial terms of three to five years, but longer in certain territories, with renewals at

the customer’s option.

Generally, our SBG terminal contracts within the Acquired Businesses are for terms of four to six

years (although in certain cases they are longer), but certain customers have options for early termination under certain circumstances

or to reduce machines volumes in certain circumstances, and we may face pressure to renew or upgrade terminals during the lives

of these contracts, which could adversely affect revenues or our return on capital and leave us with surplus terminals.

given time, we have multiple substantial customer contracts that have years to run and others that may be nearing expiration or

renewal, which we may lose if we cannot compete effectively to retain their business.

can be no assurance that current contracts will be extended or that we will be awarded contract extensions or new contracts as

a result of competitive bidding processes or otherwise.

The termination, expiration or failure to renew one or more of our contracts

could cause us to lose substantial revenue.

in applicable gambling regulations or taxation regimes may affect the revenues or profits generated by the contracts we enter

into with our customers.

Many of the contracts have with our customers are on revenue-sharing (net of gaming taxes) terms, and

therefore changes which adversely affect our customers may also adversely affect us.

In addition, any such changes may cause our

customers to seek to renegotiate their contracts, may alter the terms on which such customers are prepared to renew their contracts

and may affect their ability or willingness to renew their contracts.

rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction

in, sales to any of our top customers could have an adverse effect on our business, results of operations, financial condition

and prospects.

key customers, including certain UK, Italian and Greek SBG terminal customers and certain Virtual Sports customers, make a significant

contribution to our revenues and profitability.

Our top ten customers generated approximately 60% of total revenues in the year

ended December 31, 2019.

During the year ended December 31, 2019, two customers represented at least 10% of revenues, accounting

for 14% and 13% of the Company’s revenues’

We expect that these customers will continue to represent a significant

portion of our sales in the future.

However, the loss of any of our top customers, whether through contract expiry and non-renewal,

breach of contract or other adverse factors could materially adversely affect our revenues or return on capital and leave us with

of our supply chain or distribution capabilities have an adverse effect on our business, financial condition, and results of operations.

ability to manufacture and ship machines is critical to our success.

We are subject to damage or disruption to supplies of parts or our

manufacturing or distribution capabilities (in particular, to the extent that our parts are sourced globally) due to weather, including

any potential effects of climate change, natural disaster, fire, terrorism, adverse changes in political conditions or political unrest,

pandemic, strikes, labor shortages, freight transportation availability, disruption in logistics, import restrictions, or other factors

that impair our ability to manufacture or sell our machines.

Failure to take adequate steps to mitigate the likelihood or potential impact

of such events, or to effectively manage such events if they occur, adversely affect our business, financial condition, and results of

operations, as well as require additional resources to restore our supply chain.

results of operations could be adversely affected by labor shortages, turnover, and labor cost increases.

pressures, shortages in the labor market, and increased competition within and outside our industry for talented employees have increased

our labor costs, which could negatively impact our profitability.

Labor shortages or lack of skilled labor have led to increases in costs

to meet demand as we roll out incremental programs to attract and retain talent.

Labor shortages may also negatively impact us from servicing

all demand that exists for our products or operating our service operations and manufacturing facilities efficiently.

Further, we distribute

our machines and receive parts through the freight transportation market, and reduced trucking capacity due to shortages of drivers has

led to increased costs and reduced service levels due to lack of freight transportation availability.

operate in a highly competitive industry and our success depends upon our ability to effectively compete with numerous worldwide businesses.

face competition from a number of businesses, including 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

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.

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.

we cannot successfully compete in our industry and business segments, our business, results, financial condition and prospects could

are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue if we

are unable to renew certain of these contracts.

customer contracts in our Gaming, Virtual Sports and Interactive business segments are for initial terms of three to five years, but

longer in certain territories, with renewals at the customer’s option.

Generally, our customer contracts within the Leisure business

segment are for terms of four to six years (although in certain cases they are longer), but certain customers have options for early

termination under certain circumstances or to reduce machines volumes in certain circumstances, and we may face pressure to renew or

upgrade terminals during the lives of these contracts, which could adversely affect revenues or our return on capital and leave us with

surplus terminals.

Moreover, if any of these customers experience reduced revenue, such reduction could adversely affect any revenue-sharing

arrangements we have with those customers, reduce our own revenues and adversely affect our financial results.

At any given time, we have multiple substantial customer contracts that have years to run and others that may be nearing

expiration or renewal, which we may lose if we cannot compete effectively to retain their business.

can be no assurance that current contracts will be extended or that we will be awarded contract extensions or new contracts as a result

of competitive bidding processes or otherwise.

The termination, expiration or failure to renew one or more of our contracts could cause

us to lose substantial revenue.

in applicable gambling regulations or taxation regimes may affect the revenues or profits generated by the contracts we enter into with

our customers.

Many of the contracts we have with our customers are on revenue-sharing (net of gaming taxes) terms, and therefore changes

which adversely affect our customers may also adversely affect us.

In addition, any such changes may cause our customers to seek to renegotiate

their contracts, may alter the terms on which such customers are prepared to renew their contracts and may affect their ability or willingness

to renew their contracts.

rely on a relatively small number of customers for a significant portion of our sales, and the loss of, or material reduction in, sales

to any of our top customers could have an adverse effect on our business, results of operations, financial condition and prospects.

key customers, including certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant

contribution to our revenues and profitability.

Our top ten customers generated approximately 56% of total revenues and one customer

generated more than 10% of total revenues in the year ended December 31, 2022.

We expect that these customers will continue to represent

a significant portion of our sales in the future.

However, the loss of any of our top customers, whether through contract expiry and

non-renewal, breach of contract or other adverse factors could materially adversely affect our revenues or return on capital and leave

us with surplus terminals.

Moreover, if any of these customers experience reduced revenue, such reduction could adversely affect any

revenue-sharing arrangements we have with those customers, reduce our own revenues and adversely affect our financial results.

are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

have achieved significant cost savings through our centralization of equipment and non-equipment purchases.

However, as a result,

we are exposed to the credit and other risks of a group of key suppliers.

While we make every effort to evaluate our counterparties

prior to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of

the current economic environment and other developments in their respective businesses.

Insolvency, financial difficulties, supply

chain delays or other factors may result in our suppliers not being able to fulfill the terms of their agreements with us.

such factors may render suppliers unwilling to extend contracts that provide favorable terms to us, or may force them to seek

to renegotiate existing contracts with us.

In addition, our business has signed a number of significant contracts whose performance

depends upon third party suppliers delivering equipment on schedule for us to meet its contract commitments.

Failure of the suppliers

to meet their delivery commitments could result in us being in breach of and subsequently losing those contracts.

believe we have alternative sources of supply for the equipment and other supplies used in our business, concentration in the

number of our suppliers could lead to delays in the delivery of products or components, and possible resultant breaches of contracts

that we have entered into with our customers;

increases in the prices we must pay for products or components;

problems with product

quality or components coming to the end of their life;

and other concerns.

ability to bid on new contracts may be dependent upon our ability to fund any required up-front capital expenditures through our

cash from operations, the incurrence of indebtedness or the raising of additional equity capital.

SBG terminal contracts in the UK, Italy and Greece and terminal contracts within the Acquired Businesses often require significant

up-front capital expenditures for terminal assembly, software customization and implementation, systems and equipment installation

and telecommunications configuration.

Historically, we have funded these up-front costs through cash flows generated from operations

and external borrowings.

Our ability to continue to procure new contracts, including in new jurisdictions, will depend upon, among

other things, our liquidity levels at the time or our ability to obtain additional debt or equity funding at commercially acceptable

terms to finance the initial up-front costs.

If we do not have adequate liquidity or are unable to obtain other funding for these

up-front costs on favorable terms or at all, we may not be able to bid on certain contracts, which could restrict our ability

to grow and have an adverse effect on our ability to retain existing contracts and therefore on future profitability.

contracts within the Acquired Businesses also require injections of capital expenditure during the term for new or replacement

UK Government’s reduction of maximum permitted bets to £2 on B2 Gaming Machines from April 2019, along with other

recent UK gambling rules, has had, and, together with potential new legislation and rules that may be considered in the UK, could

have, a material negative impact on our business.

as of April 1, 2019, the maximum stakes limit at fixed-odds betting terminals was required to be reduced from £100 to £2.

As a result of this change, a number of LBO operators commenced a rationalization of their retail operations, which among other

measures has included closure of certain LBO shops.

The rationalization is likely to continue for the foreseeable future, and

to have a negative impact on our business.

January 2020, the U.K.

Gambling Commission announced (i) a ban, which will come into effect on April 14, 2020, on the ability

of gambling businesses to allow consumers in Great Britain to use credit cards to gamble in all online and offline gambling products,

with the exception of non-remote lotteries, and (ii) changes to license conditions which will require all online gambling operators

to participate in a multi-operator self-exclusion scheme, GAMSTOP, which will allow consumers to self-exclude from multiple online

operators with one request.

These license condition changes will be effective March 31, 2020.

We will continue to assess the impact

of these matters on our UK business.

Furthermore, the U.K Gambling Commission has announced that it intends to review the UK Gambling

The timing of such review and the potential outcomes of such review are not currently known but new legislation or regulations

could adversely affect our business.

However, as a result, we

are exposed to the credit and other risks of a group of key suppliers.

While we make every effort to evaluate our counterparties prior

to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of the current

economic environment and other developments in their respective businesses.

Insolvency, financial difficulties, supply chain delays or

other factors may result in our suppliers not being able to fulfill the terms of their agreements with us.

Further, such factors may

render suppliers unwilling to extend contracts that provide favorable terms to us, or may force them to seek to renegotiate existing

contracts with us.

In addition, our business has signed a number of significant contracts whose performance depends upon third party

suppliers delivering equipment on schedule for us to meet its contract commitments.

Failure of the suppliers to meet their delivery commitments

could result in us being in breach of and subsequently losing those contracts.

Although we believe we have alternative sources of supply

for the equipment and other supplies used in our business, concentration in the number of our suppliers could lead to delays in the delivery

of products or components, and possible resultant breaches of contracts that we have entered into with our customers;

increases in the

prices we must pay for products or components;

problems with product quality or components coming to the end of their life;

ability to bid on new contracts may be dependent upon our ability to fund any required up-front capital expenditures through our cash

from operations, the incurrence of indebtedness or the raising of additional equity capital.

Gaming and Leisure terminal contracts in the UK, Italy and Greece often require significant up-front capital expenditures for terminal

assembly, software customization and implementation, systems and equipment installation and telecommunications configuration.

Historically,

we have funded these up-front costs through cash flows generated from operations and external borrowings.

Our ability to continue to

procure new contracts, including in new jurisdictions, will depend upon, among other things, our liquidity levels at the time or our

ability to obtain additional debt or equity funding at commercially acceptable terms to finance the initial up-front costs.

not have adequate liquidity or are unable to obtain other funding for these up-front costs on favorable terms or at all, we may not be

able to bid on certain contracts, which could restrict our ability to grow and have an adverse effect on our ability to retain existing

contracts and therefore on future profitability.

Certain contracts within the Leisure business segment also require injections of capital

expenditure during the term for new or replacement hardware.

UK Government’s impending review of the Gambling Act, together with other rules that may be considered in the UK in response to

recent consultations, could have a material negative impact on our business.

December 2020, DCMS announced that it is reviewing the Gambling Act, the consultation period for which closed on March 31, 2021 with

the objective of (i) examining whether changes are needed to the system of gambling regulation in Great Britain to reflect changes to

the gambling landscape since 2005, particularly due to technological advances (ii) ensuring there is an appropriate balance between consumer

freedoms and choice on the one hand, and prevention of harm to vulnerable groups and wider communities on the other and (iii) making

sure customers are suitably protected whenever and wherever they are gambling, and that there is an equitable approach to the regulation

of the online and the land based industries.

There have a been a number of similar consultations launched, including a DCMS consultation

in relation to fees which closed on March 25, 2021 and a Gambling Commission consultation in relation to Remote Customer Interaction

which closed on February 9, 2021.

The potential outcomes of such reviews are not currently known but new legislation or regulations could

adversely affect our business.

A recent example of legislative change implemented by the UK Government which adversely affected our business

was the reduction of maximum permitted bets from £100 to £2 on B2 Gaming Machines which became effective as of April 1, 2019.

As a result of this change, a number of land-based operators commenced a rationalization of their retail operations, which among other

measures led to the closure of certain land-based operator shops.

business depends on our ability to prevent or mitigate the effects of a cybersecurity attack.

information technology may be subject to cyber-attacks, security breaches or computer hacking including a widespread ransomware

attack encrypting corporate IT equipment, a directed motivated attack against us or a data breach or cyber incident happening

to a third-party network and affecting us.

Regardless of our efforts, there may still be a breach and the costs to eliminate,

mitigate or address the aforementioned threats and vulnerabilities before or after a cyber incident could be significant.

such breaches or attacks could result in interruptions, delays or cessation of service, and loss of existing or potential suppliers

or customers.

In addition, breaches of our security measures and the unauthorized dissemination of sensitive personal, proprietary

or confidential information about the Company, our business partners or other third parties could expose us to significant potential

liability and reputational harm.

We could also be negatively impacted by existing and proposed laws and regulations, and government

policies and practices related to cybersecurity, data privacy, data localization and data protection.

information technology may be subject to cyber-attacks, security breaches or computer hacking, including a widespread ransomware attack

encrypting corporate IT equipment, a directed motivated attack against us or a data breach or cyber incident happening to a third-party

network and affecting us.

Regardless of our efforts, there may still be a breach and the costs to eliminate, mitigate or address the

aforementioned threats and vulnerabilities before or after a cyber incident could be significant.

Any such breaches or attacks could

result in interruptions, delays or cessation of service, and loss of existing or potential suppliers or customers.

In addition, breaches

of our security measures and the unauthorized dissemination of sensitive personal, proprietary or confidential information about the

Company, our business partners or other third parties could expose us to significant potential liability and reputational harm.

also be negatively impacted by existing and proposed laws and regulations, and government policies and practices related to cybersecurity,

data privacy, data localization and data protection.

The risk of cyber attacks may also increase owing to the current war in Ukraine.

business depends upon the protection of our intellectual property and proprietary information.

5 unchanged sentences

and services, which is a core value of the industries in which we operate.

Protecting our intellectual property can be expensive

and time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to

pursue registrations in certain countries.

Competitors may independently develop similar or superior products, software, systems

or business models.

In cases where our intellectual property is not protected by an enforceable patent, or other intellectual

property protection, such independent development may result in a significant diminution in the value of its intellectual property.

Protecting our intellectual property can be expensive and

time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to pursue registrations

in certain countries.

Competitors may independently develop similar or superior products, software, systems or business models.

where our intellectual property is not protected by an enforceable patent, or other intellectual property protection, such independent

development may result in a significant diminution in the value of our intellectual property.

can be no assurance that we will be able to protect our intellectual property.

We enter into confidentiality or license agreements

with our employees, vendors, consultants and, to the extent legally permissible, our customers, and generally control access to,

and the distribution of, our game designs, systems and other software documentation and other proprietary information, as well

as the designs, systems and other software documentation and other information we license from others.

Despite our effort to protect

these proprietary rights, parties may try to copy our gaming products, business models or systems, use certain of our confidential

information to develop competing products, or independently develop or otherwise obtain and use our gaming products or technology,

any of which could have an adverse effect on our business.

Policing unauthorized use of our technology is difficult and expensive,

particularly because of the global nature of our operations.

The laws of some countries may not adequately protect our intellectual

can be no assurance that our business activities, games, products and systems will not infringe upon, misappropriate of otherwise

violate the proprietary rights of others, or that other parties will not assert infringement or misappropriation claims against

Any such claim and any resulting litigation, should it occur, could subject us to significant liability for costs and damages

and could result in invalidation of our proprietary rights, distract management, and/or require us to enter into costly and burdensome

royalty and licensing agreements.

Such royalty and licensing agreements, if required, may not be available on terms acceptable

to us, or may not be available at all.

In the future, we may also need to file lawsuits to defend the validity of our intellectual

property rights and trade secrets, or to determine the validity and scope of the proprietary rights of others.

Such litigation,

whether successful or unsuccessful, could result in substantial costs and diversion of resources.

We enter into confidentiality or license agreements with

our employees, vendors, consultants and, to the extent legally permissible, our customers, and generally control access to, and the distribution

of, our game designs, systems and other software documentation and other proprietary information, as well as the designs, systems and

other software documentation and other information we license from others.

Despite our effort to protect these proprietary rights, parties

may try to copy our gaming products, business models or systems, use certain of our confidential information to develop competing products,

or independently develop or otherwise obtain and use our gaming products or technology, any of which could have an adverse effect on

our business.

Policing unauthorized use of our technology is difficult and expensive, particularly because of the global nature of our

The laws of some countries may not adequately protect our intellectual property.

can be no assurance that our business activities, games, products and systems will not infringe upon, misappropriate of otherwise violate

the proprietary rights of others, or that other parties will not assert infringement or misappropriation claims against us.

claim and any resulting litigation, should it occur, could subject us to significant liability for costs and damages and could result

in invalidation of our proprietary rights, distract management, and/or require us to enter into costly and burdensome royalty and licensing

Such royalty and licensing agreements, if required, may not be available on terms acceptable to us, or may not be available

In the future, we may also need to file lawsuits to defend the validity of our intellectual property rights and trade secrets,

or to determine the validity and scope of the proprietary rights of others.

Such litigation, whether successful or unsuccessful, could

result in substantial costs and diversion of resources.

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.

There can be no assurance that these third-party licenses,

or the support for such licenses, will continue to be available to us on commercially reasonable terms.

In the event that we cannot

renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include, incorporate,

or rely on licensed intellectual property.

privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations

and subject us to possible sanctions and other penalties

business is subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security,

including with respect to the collection, storage, use, transmission and protection of personal information.

In particular, the

European Union (the “EU”) has adopted strict data privacy regulations.

Following recent developments, such as the

EU’s General Data Protection Regulation (“GDPR”) coming into force in May 2018, data privacy and security compliance

in the EU are increasingly complex and challenging.

Failure to comply with such restrictions could subject us to criminal and

civil sanctions and other penalties.

GDPR continues to apply in the UK throughout the withdrawal period during 2020.

in particular has broad extraterritorial effect and imposes a strict data protection compliance regime with penalties of up to

the greater of 20 million Euro and 4% of worldwide revenue.

Proprietary licenses typically limit our use of intellectual

property to specific uses and for specific time periods.

There can be no assurance that these third-party licenses, or the support for

such licenses, will continue to be available to us on commercially reasonable terms.

In the event that we cannot renew and/or expand

existing licenses, we may be required to discontinue or limit our use of the products that include, incorporate, or rely on licensed

intellectual property.

privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and

subject us to possible sanctions and other penalties.

business is subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including

with respect to the collection, storage, use, transmission and protection of personal information.

In particular, we are subject to the

EU General Data Protection Regulation (the “EU GDPR”) where we are established in the EEA or where we are not established

in the EEA but process personal data of individuals in the EEA in relation to the offering of goods or services to, or the monitoring

the behavior of, individuals in the EEA.

the end of the Brexit Transition Period on December 31, 2020, the EU GDPR has been implemented in the UK as the “UK GDPR”.

The requirements of the UK GDPR are (for the time being) virtually identical to those of the EU GDPR.

EU GDPR and the UK GDPR (collectively the “GDPR”) set out a number of requirements that must be complied with when handling

personal data including (amongst others):

(i) accountability and transparency requirements, and enhanced requirements for obtaining valid

(ii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal

data processed;

(iii) obligations to comply with data protection rights of data subjects;

and (iv) reporting of personal data breaches

to the supervisory authority without undue delay (and no later than 72 hours where feasible).

GDPR also prohibits the international transfer of personal data from the EEA/UK to countries outside of the EEA/UK unless made to a country

deemed to have adequate data privacy laws by the European Commission or UK Government or a data transfer mechanism has been put in place.

In July 2020, the Court of Justice of the European Union (“CJEU”) in its Schrems II ruling invalidated the EU-US Privacy

Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA/UK to the United

States, with immediate effect.

The CJEU upheld the validity of standard contractual clauses (“SCCs”) as a legal mechanism

to transfer personal data but companies relying on SCCs will need to carry out a transfer privacy impact assessment, which among other

things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide

privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of

data protection to that afforded in the EU.

This may have implications for our cross-border data flows and may result in compliance costs.

addition, Brexit has implications for transfers of personal data between the UK and the EU and vice versa.

Transfers of personal data

from the UK to the EU are unrestricted and do not require additional safeguards as the UK has approved the adequacy of the EU and all

12 nations deemed adequate by the EU.

As regards transfers of personal data from the EEA to the UK, under the terms of the Trade and

Cooperation Agreement agreed between the EU and UK on December 24, 2020, such data flows remain unrestricted as the European Commission

granted the UK an “adequacy decision” meaning transfers of personal data from the EEA to the UK may continue unrestricted

and would not require any additional safeguards.

with the GDPR will incur compliance and operational costs.

In addition, a data supervisory authority may find our data processing practices

and compliance steps to be inconsistent with the GDPR’s application in their respective jurisdiction.

Data supervisory authorities

also have the power to issue fines for non-compliance of the GDPR of up to 4% of an organization’s annual worldwide turnover or

€20m (£17.5 million under the UK GDPR), whichever is higher.

Data subjects also have a right to compensation as a result of

an organization’s breach of the GDPR that has affected them, for financial or non-financial losses (e.g., distress).

results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees

1 unchanged sentence

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.

A proportion of our

revenues are subject to regular seasonal variations of the sort often related to seasonal consumer behavior, income from the Acquired

Businesses is generally strongest in the spring and summer and predominantly in Leisure Parks and 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’

industry is subject to strict government regulations that could limit our existing operations and have a negative impact on our

ability to grow.

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.

A proportion of our revenues are subject

to regular seasonal variations of the sort often related to seasonal consumer behavior, income from the Leisure business segment is generally

strongest in the spring and summer, predominantly in Leisure parks, and in Italy and Greece we experience reductions in revenue in the

industry is subject to strict government regulations that could limit our existing operations and have a negative impact on our ability

certain jurisdictions, forms of wagering, betting and lottery may be expressly authorized and governed by law and in other jurisdictions

forms of wagering, betting and lottery may be expressly prohibited by law.

If expressly authorized, such activities are typically

subject to extensive and evolving governmental regulation.

If expressly authorized, such activities are typically subject

to extensive and evolving governmental regulation.

Gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we are subject to a wide range of complex gaming laws, rules and regulations in the jurisdictions in which we are licensed

or may seek to be licensed.

Most jurisdictions require that we are licensed or authorized, that our key personnel and certain

of our security holders are found to be suitable or are licensed, and that our products are reviewed, tested and certified or

approved before placement.

If a license, approval, certification or finding of suitability is required by a regulatory or national

authority and we fail to seek or do not receive the necessary approval, license, certification or finding of suitability, or if

it is revoked, then we may be prohibited from distributing our products for use in the respective jurisdiction.

Additionally,

such prohibition could trigger reviews of our Company by regulatory bodies in other jurisdictions and adversely affect our ability

to obtain or retain the required licenses and approvals in those jurisdictions.

regulatory environment in any particular jurisdiction may change in the future, and any such change could have an adverse effect

on our results of operations or business in general.

Moreover, there can be no assurance that the operation of Server Based Gaming

terminals, Video Lottery Terminals or other Terminals, Virtual Sports betting, betting online, lottery or other forms of wagering

systems will be approved, certified or found suitable by additional jurisdictions or that those jurisdictions in which these activities

are currently permitted will continue to permit such activities in their existing forms (stricter regulations, including regulation

relating to age verification, could come into force which could have adverse impacts on the Company) or at all.

While we believe

that we have the means to continue to develop procedures and policies designed to comply with and monitor the requirements of

evolving laws, there can be no assurance that law enforcement agencies, governmental agencies or gaming regulatory authorities,

whether in existing or new jurisdictions, will not seek to restrict our business or otherwise institute enforcement proceedings

or other legal claims against the Company.

Moreover, in addition to the risk of such enforcement actions or claims, we are also

at risk from loss of business reputation in the event of any potential legal or regulatory investigation whether or not we are

ultimately accused of or found to have committed any violations.

supply our products to operators of gaming venues, platforms and websites who typically must themselves be licensed by gaming

If any one of these operators fails to maintain its gaming licenses, or violates gaming laws or regulations, our business

may suffer, due to our loss of a viable customer and, in instances where we have a revenue-sharing arrangement with the operator,

due to our loss of our shares of the revenue generated by that operator’s business.

We supply certain of our products to operators

who operate gaming websites.

Some of those operators may take bets from customers in sectors where no gaming laws or regulations

exist and where the provision of online gaming is effectively unregulated.

Although the Company seeks to ensure that its customers

only take bets in sectors where online gaming is legal, if any of those operators is subjected to investigatory or enforcement

action for acting otherwise, this could result in the operator suffering interventions ranging from special conditions being

applied to its licenses, license suspension or license loss, or the operator otherwise withdrawing from or curtailing its activities

we are subject to a wide range of complex gaming laws, rules and regulations in the jurisdictions in which we are licensed or may seek

to be licensed.

Most jurisdictions require that we are licensed or authorized, that our key personnel and certain of our security holders

are found to be suitable or are licensed, and that our products are reviewed, tested and certified or approved before placement.

license, approval, certification or finding of suitability is required by a regulatory or national authority and we fail to seek or do

not receive the necessary approval, license, certification or finding of suitability, or if it is revoked, then we may be prohibited

from distributing our products for use in the respective jurisdiction.

Additionally, such prohibition could trigger reviews of our Company

by regulatory bodies in other jurisdictions and adversely affect our ability to obtain or retain the required licenses and approvals

in those jurisdictions.

regulatory environment in any particular jurisdiction may change in the future, and any such change could have an adverse effect on our

results of operations or business in general.

Moreover, there can be no assurance that the operation of Server Based Gaming terminals,

Video Lottery Terminals or other Terminals, Virtual Sports betting, betting online, lottery or other forms of wagering systems will be

approved, certified or found suitable by additional jurisdictions or that those jurisdictions in which these activities are currently

permitted will continue to permit such activities in their existing forms (stricter regulations, including regulation relating to age

verification, could come into force which could have adverse impacts on the Company) or at all.

While we believe that we have the means

to continue to develop procedures and policies designed to comply with and monitor the requirements of evolving laws, there can be no

assurance that law enforcement agencies, governmental agencies or gaming regulatory authorities, whether in existing or new jurisdictions,

will not seek to restrict our business or otherwise institute enforcement proceedings or other legal claims against the Company.

in addition to the risk of such enforcement actions or claims, we are also at risk from loss of business reputation in the event of any

potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violations.

supply our products to operators of gaming venues, platforms and websites who typically must themselves be licensed by gaming regulators.

If any one of these operators fails to maintain its gaming licenses, or violates gaming laws or regulations, our business may suffer,

due to our loss of a viable customer and, in instances where we have a revenue-sharing arrangement with the operator, due to our loss

of our shares of the revenue generated by that operator’s business.

supply certain of our products to operators who operate gaming websites.

Some of those operators may take bets from customers in sectors

where no gaming laws or regulations exist and where the provision of online gaming is effectively unregulated.

Although the Company seeks

to ensure that its customers only take bets in sectors where online gaming is legal, if any of those operators is subjected to investigatory

or enforcement action for acting otherwise, this could result in the operator suffering interventions ranging from special conditions

being applied to its licenses, license suspension or license loss, or the operator otherwise withdrawing from or curtailing its activities

in its sector.

Any such developments could adversely affect such operator’s revenues and in turn adversely affect our earnings

from such operator.

The Company may itself be subject to investigatory or enforcement action (if and to the extent that local laws

or the laws of other jurisdictions in which the Company operates impose liability on suppliers for the activities of the customers

that they supply or for receiving funds that are deemed to be illegal because of such activities).

We seek to protect ourselves

against any such liability for the activities of the operators that we supply, including by contractually requiring those operators

not to operate in certain territories and only supplying operators who we have reviewed to determine whether they uphold the requisite

standards of regulatory and legal compliance.

Nonetheless, there is a risk that we may fail to undertake sufficient due diligence,

fail to receive accurate information on which to conduct due diligence, or become subject to investigatory or enforcement action

should we or any of our customers be accused of breaching any regulations or laws.

Any such action may adversely affect our standing

with gaming regulators and our ability to obtain and retain required licenses and other approvals in other jurisdictions.

may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate

certain aspects of our business and we and our key personnel and certain security holders may be subject to extensive background

investigations and suitability standards.

We may also become subject to regulation in any other jurisdiction where our customers

are permitted to operate in the future.

The Company may itself be subject to investigatory or enforcement action (if and to the extent that local laws or

the laws of other jurisdictions in which the Company operates impose liability on suppliers for the activities of the customers that

they supply or for receiving funds that are deemed to be illegal because of such activities).

We seek to protect ourselves against any

such liability for the activities of the operators that we supply, including by contractually requiring those operators not to operate

in certain territories and only supplying operators who we have reviewed to determine whether they uphold the requisite standards of

regulatory and legal compliance.

Nonetheless, there is a risk that we may fail to undertake sufficient due diligence, fail to receive

accurate information on which to conduct due diligence, or become subject to investigatory or enforcement action should we or any of

our customers be accused of breaching any regulations or laws.

Any such action may adversely affect our standing with gaming regulators

and our ability to obtain and retain required licenses and other approvals in other jurisdictions.

may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate certain

aspects of our business and we and our key personnel and certain security holders may be subject to extensive background investigations

and suitability standards.

We may also become subject to regulation in any other jurisdiction where our customers are permitted to operate

in the future.

Licenses and ongoing regulatory compliance can be costly.

There can be no assurance that

we will be able to obtain new licenses or renew any of our existing licenses, and the loss, denial or non-renewal of any of our

licenses could have an adverse effect on our business.

Generally, regulatory authorities have broad discretion when granting,

renewing or revoking approvals and licenses.

Our failure, or the failure of any of our key personnel, systems or machines, in

obtaining or retaining a required license or approval in one jurisdiction could have a negative impact on our ability (or the

ability of any of our key personnel, systems or gaming machines) to obtain or retain required licenses and approvals in other

jurisdictions.

The failure to obtain or retain a required license or approval in any jurisdiction would decrease the geographic

area where we may operate and generate revenues, decrease our share in the gaming marketplace and put us at a disadvantage compared

with our competitors.

In addition, the levy of substantial fines or forfeiture of assets could significantly harm our business,

financial condition and results of operations.

jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially

owning a specified percentage of equity securities of licensed or regulated businesses.

The failure of beneficial owners of our

common stock to submit to such background checks and provide required disclosure could jeopardize our business.

In light of these

regulations and the potential impact on our business, our second amended and restated certificate of incorporation provides for

the prohibition of stock ownership by persons or entities who fail to comply with informational or other regulatory requirements

under applicable gaming law, who are found unsuitable to hold our stock by gaming authorities or whose stock ownership adversely

affects our ability to obtain, maintain, renew or qualify for a license, contract, franchise or other regulatory approval from

a gaming authority.

The licensing procedures and background investigations of the authorities that regulate our businesses and

the proposed amendment may inhibit potential investors from becoming significant stockholders or inhibit existing stockholders

from retaining or increasing their ownership.

businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security,

including with respect to the collection, storage, use, transmission and protection of personal information and other consumer

In particular, the EU has adopted strict data privacy regulations.

Following recent developments such as the European Court

of Justice’s 2015 ruling that the transfer of personal data from the EU to the U.S.

There can be no assurance that we will be able to obtain new

licenses or renew any of our existing licenses, and the loss, denial or non-renewal of any of our licenses could have an adverse effect

on our business.

Generally, regulatory authorities have broad discretion when granting, renewing or revoking approvals and licenses.

Our failure, or the failure of any of our key personnel, systems or machines, in obtaining or retaining a required license or approval

in one jurisdiction could have a negative impact on our ability (or the ability of any of our key personnel, systems or gaming machines)

to obtain or retain required licenses and approvals in other jurisdictions.

The failure to obtain or retain a required license or approval

in any jurisdiction would decrease the geographic area where we may operate and generate revenues, decrease our share in the gaming marketplace

and put us at a disadvantage compared with our competitors.

In addition, the levy of substantial fines or forfeiture of assets could

significantly harm our business, financial condition and results of operations.

jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning

a specified percentage of equity securities of licensed or regulated businesses.

The failure of beneficial owners of our common stock

to submit to such background checks and provide required disclosure could jeopardize our business.

In light of these regulations and

the potential impact on our business, our second amended and restated certificate of incorporation provides for the prohibition of stock

ownership by persons or entities who fail to comply with informational or other regulatory requirements under applicable gaming law,

who are found unsuitable to hold our stock by gaming authorities or whose stock ownership adversely affects our ability to obtain, maintain,

renew or qualify for a license, contract, franchise or other regulatory approval from a gaming authority.

The licensing procedures and

background investigations of the authorities that regulate our businesses and the proposed amendment may inhibit potential investors

from becoming significant stockholders or inhibit existing stockholders from retaining or increasing their ownership.

businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including

with respect to the collection, storage, use, transmission and protection of personal information and other consumer data.

In particular,

the EU has adopted strict data privacy regulations.

Following recent developments such as the European Court of Justice’s 2015

ruling that the transfer of personal data from the EU to the U.S.

under the EU/U.S.

Safe Harbor was an

invalid mechanism of personal data transfer, the adoption of the EU-U.S.

Privacy Shield as a replacement for the Safe Harbor,

and the upcoming effective date of the EU’s General Data Protection Regulation, data privacy and security compliance in

Safe Harbor was an invalid mechanism of personal

data transfer, the adoption of the EU-U.S.

Privacy Shield as a replacement for the Safe Harbor (which has since been declared invalid

by Schrems II), and coming into effect of the EU’s General Data Protection Regulation, data privacy and security compliance in

the EU are increasingly complex and challenging.

The scope of data privacy and security regulations continues to evolve, and we

believe that the adoption of increasingly restrictive regulations in this area is likely within the U.S.

The scope of data privacy and security regulations continues to evolve, and we believe

that the adoption of increasingly restrictive regulations in this area is likely within the U.S.

and other jurisdictions.

Compliance with data privacy and security restrictions could increase the cost of our operations and failure to comply with such

restrictions could subject us to criminal and civil sanctions as well as other penalties.

with data privacy and security restrictions could increase the cost of our operations and failure to comply with such restrictions could

subject us to criminal and civil sanctions as well as other penalties.

are subject to the provisions of the UK Bribery Act 2010, the U.S.

Foreign Corrupt Practices Act and other anti-corruption laws.

The UK Bribery Act generally prohibits giving a financial or other advantage to another person with the intention of inducing

that person to improperly perform a relevant function or activity.

Foreign Corrupt Practices Act generally prohibits

persons and companies and their agents from offering, promising, authorizing or making improper payments to foreign government

officials for the purpose of obtaining or retaining business.

Certain of these anti-corruption laws also contain provisions that

require accurate record keeping and further require companies to devise and maintain an adequate system of internal accounting

Because a significant percentage of our revenue derives from foreign sources, and our business activities involve continuing

relationships with governmental regulators, there exists a risk that certain provisions of these anti-corruption laws may be breached.

We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, and to economic and trade sanctions

programs administered by the Office of Foreign Assets Control (OFAC) in the United States relating to our ability to engage in

transactions with entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently,

Cuba, Iran, North Korea, Syria, and Crimea), or that are included on OFAC’s list of Specially Designated Nationals and Blocked

Although we have policies and controls in place that are designed to ensure compliance with these laws, if those controls

are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal

and civil sanctions as well as other penalties.

Any such violation could disrupt our business and adversely affect our reputation,

results of operations, cash flows and financial condition.

UK Bribery Act generally prohibits giving a financial or other advantage to another person with the intention of inducing that person

to improperly perform a relevant function or activity.

Foreign Corrupt Practices Act generally prohibits U.S.

persons and companies

and their agents from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of

obtaining or retaining business.

Certain of these anti-corruption laws also contain provisions that require accurate record keeping and

further require companies to devise and maintain an adequate system of internal accounting controls.

Because a significant percentage

of our revenue derives from foreign sources, and our business activities involve continuing relationships with governmental regulators,

there exists a risk that certain provisions of these anti-corruption laws may be breached.

We are also subject to anti-money laundering

and anti-terrorist financing laws and regulations, and to economic and trade sanctions programs administered by the Office of Foreign

Assets Control (OFAC) in the United States relating to our ability to engage in transactions with entities that are domiciled in countries

or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, and Crimea), or that are included

on OFAC’s list of Specially Designated Nationals and Blocked Persons.

Although we have policies and controls in place that are

designed to ensure compliance with these laws, if those controls are ineffective or an employee or intermediary fails to comply with

the applicable regulations, we may be subject to criminal and civil sanctions as well as other penalties.

Any such violation could disrupt

our business and adversely affect our reputation, results of operations, cash flows and financial condition.

review and develop our internal compliance programs in an effort to ensure that we comply with legal requirements imposed in connection

with our business activities.

The compliance program is run on a day-to-day basis by our in-house legal department with compliance

and technical advice provided by our compliance manager and outside professionals.

There can be no assurance that such steps will

prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition

of administrative, civil and even criminal sanctions, monetary fines or suspension or revocation of one or more of our licenses.

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to

most jurisdictions in which we operate or expect to seek to operate, the level of duty or taxation, the stake, prize and return

to player of wagering, betting and lottery games and the speed at which players can participate in gaming are defined in government

regulations which are subject to change.

Those regulations may also affect the premises in which gaming activities may take place

(i.e., by limiting the number of gaming machines which may be housed in a licensed gaming location, or by restricting the locations

in which licensed gaming premises may be situated).

Once authorized, such parameters are subject to extensive and evolving governmental

Moreover, such gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we are subject to

a wide range of complex gaming parameters in the jurisdictions in which we are licensed.

If a key parameter is changed, such as

the level of taxation or duty or the maximum stake or prize or return to player of a game, then it may be to the detriment of

our business, financial condition, results and prospects or we may be unable to distribute our products profitably.

The compliance program is run on a day-to-day basis by our in-house legal department with compliance and

technical advice provided by our compliance manager and outside professionals.

There can be no assurance that such steps will prevent

the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of administrative,

civil and even criminal sanctions, monetary fines or suspension or revocation of one or more of our licenses.

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stake, prize and return to player.

most jurisdictions in which we operate or expect to seek to operate, the level of duty or taxation, the stake, prize and return to player

of wagering, betting and lottery games and the speed at which players can participate in gaming are defined in government regulations

which are subject to change.

Those regulations may also affect the premises in which gaming activities may take place (i.e., by limiting

the number of gaming machines which may be housed in a licensed gaming location, or by restricting the locations in which licensed gaming

premises may be situated).

Once authorized, such parameters are subject to extensive and evolving governmental regulation.

such gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we are subject to a wide range of complex gaming

parameters in the jurisdictions in which we are licensed.

If a key parameter is changed, such as the level of taxation or duty or the

maximum stake or prize or return to player of a game, then it may be to the detriment of our business, financial condition, results and

prospects or we may be unable to distribute our products profitably.

business is subject to evolving technology.

The sectors for our products are affected

by changing technology, new regulations and evolving industry standards.

Our ability to anticipate or respond to such changes and

to develop and introduce new and enhanced products and services on a timely basis will be a significant factor in our ability to

expand, remain competitive, attract new customers and retain existing contracts.

For example, some of our contracts with customers

require that the technology being licensed by the customer remain compliant with applicable regulations.

Because regulatory changes

cannot always be foreseen, such contractual requirements can from time-to-time result in us having to incur unforeseen costs to

adapt our technology to changes in regulation.

Generally, there can be no assurance that

we will achieve the necessary technological advances, have the financial resources, introduce new products or services on a timely

basis or otherwise have the ability to compete effectively on a technological basis in the sectors we serve.

sectors for our products are affected by changing technology, new regulations and evolving industry standards.

Our ability to anticipate

or respond to such changes and to develop and introduce new and enhanced products and services on a timely basis will be a significant

factor in our ability to expand, remain competitive, attract new customers and retain existing contracts.

For example, some of our contracts

with customers require that the technology being licensed by the customer remain compliant with applicable regulations.

Because regulatory

changes cannot always be foreseen, such contractual requirements can from time-to-time result in us having to incur unforeseen costs

to adapt our technology to changes in regulation.

there can be no assurance that we will achieve the necessary technological advances, have the financial resources, introduce new products

or services on a timely basis or otherwise have the ability to compete effectively on a technological basis in the sectors we serve.

business competes on the basis of the stability, security and integrity of our software, networks, systems, games and products.

believe that our success depends, in significant part, on providing secure products and systems to our vendors and customers with

high levels of uptime, quality and availability.

Attempts to penetrate security measures may come from various combinations of

customers, retailers, vendors, players, employees and others.

Our ability to monitor and ensure quality of our products is continually

reviewed and enhanced.

There can be no assurance that our business might not be affected by a security breach, virus, Denial of

Service attack, or technical error, failure or lapse which could have an adverse impact on our business.

believe that our success depends, in significant part, on providing secure products and systems to our vendors and customers with high

levels of uptime, quality and availability.

Attempts to penetrate security measures may come from various combinations of customers,

retailers, vendors, players, employees and others.

Our ability to monitor and ensure quality of our products is continually reviewed

and enhanced.

There can be no assurance that our business might not be affected by a security breach, virus, Denial of Service attack,

or technical error, failure or lapse which could have an adverse impact on our business.

Additionally,

we maintain a large number of games and terminals and jackpot systems, which rely on algorithms and software designed to pay out

winnings to players at certain ratios.

Our systems, testing and processes to monitor and ensure the payout of games are continually

reviewed and enhanced, and are additionally reviewed and tested by third-party expert test houses.

There can be no assurance that

our business might not be affected by a malicious or unintentional breach or technical error, failure or lapse which could have

an adverse impact on payout ratios which would consequently have an adverse effect on our business in the form of lost revenues

or penalty payments to players or customers.

Gaming regulators may take enforcement action against us (including the imposition

of significant fines) where the payout ratios fall below the ratios advertised to customers, or our software, networks, systems,

games and/or products otherwise suffer from technical error, failure or lapse.

may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal

enterprise and information technology systems.

we maintain a large number of games and terminals and jackpot systems, which rely on algorithms and software designed to pay out winnings

to players at certain ratios.

Our systems, testing and processes to monitor and ensure the payout of games are continually reviewed and

enhanced, and are additionally reviewed and tested by third-party expert test houses.

There can be no assurance that our business might

not be affected by a malicious or unintentional breach or technical error, failure or lapse which could have an adverse impact on payout

ratios which would consequently have an adverse effect on our business in the form of lost revenues or penalty payments to players or

Gaming regulators may take enforcement action against us (including the imposition of significant fines) where the payout

ratios fall below the ratios advertised to customers, or our software, networks, systems, games and/or products otherwise suffer from

technical error, failure or lapse.

may be adversely affected by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise

and information technology systems.

operations are dependent upon our transactional gaming, lottery and information technology systems.

We rely upon such systems

to manage customer systems on a timely basis, to coordinate our sales and installation activities across all of our locations

and to manage invoicing.

A substantial disruption in our transactional gaming, lottery and information technology systems for

any prolonged time period (arising from, for example, system capacity limits from unexpected increases in our volume of business,

outages, computer viruses, unauthorized access or delays in its service) could result in delays in serving our customers, which

could adversely affect our reputation and customer relationships and could result in monetary penalties pursuant to the terms

of customer contracts.

Our systems might be damaged or interrupted by natural or man-made events or by computer viruses, physical

or electronic break-ins, or similar disruptions affecting the Internet and our disaster recovery plan may be ineffective at mitigating

the effects of these risks.

Such delays, problems or costs could have an adverse effect on our financial condition, results of

operations and cash flows.

We rely upon such systems to manage

customer systems on a timely basis, to coordinate our sales and installation activities across all of our locations and to manage invoicing.

A substantial disruption in our transactional gaming, lottery and information technology systems for any prolonged time period (arising

from, for example, system capacity limits from unexpected increases in our volume of business, outages, computer viruses, unauthorized

access or delays in its service) could result in delays in serving our customers, which could adversely affect our reputation and customer

relationships and could result in monetary penalties pursuant to the terms of customer contracts.

Our systems might be damaged or interrupted

by natural or man-made events or by computer viruses, physical or electronic break-ins, or similar disruptions affecting the Internet

and our disaster recovery plan may be ineffective at mitigating the effects of these risks.

Such delays, problems or costs could have

an adverse effect on our financial condition, results of operations and cash flows.

tax laws and regulations are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently recorded

by the Company.

are subject to income taxes as well as non-income based taxes, in both the United States and numerous foreign jurisdictions.

The determination

of the Company’s worldwide provision for income taxes and other tax liabilities requires judgment and is based on diverse legislative

and regulatory structures that exist in the various jurisdictions where the company operates.

The ultimate tax outcome may differ from

the amounts recorded in the Company’s financial statements and may adversely affect the Company’s financial results for the

period when such determination is made.

Tax authorities may disagree with certain positions we have taken and assess additional taxes

via tax audit.

We work with local tax experts to support our tax provisions in line with our tax strategy.

However, there can be no assurance

that we will not be subject to challenge and the future outcome of any potential audits could adversely affect our results of operations,

financial condition and cash flows.

opponents persist in their efforts to curtail legalized gaming, which, if successful, could limit our existing operations.

Legalized gaming is subject to opposition

from gaming opponents, including in the UK, Italy and other sectors where we are active.

There can be no assurance that this opposition

will not succeed in either preventing the legalization of gaming in jurisdictions where these activities are presently prohibited

or prohibiting or limiting the expansion or continuance of gaming where it is currently permitted, in either case to the detriment

of our business, financial condition, results and prospects.

directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us

to sever our relationship with non-approved individuals, which could adversely impact our operations.

members, managers, directors, officers and key employees must also be approved by certain government and state regulatory authorities.

If such regulatory authorities were to find a person occupying any such position unsuitable, we would be required to sever our

relationship with that person.

gaming is subject to opposition from gaming opponents, including in the UK, Italy and other sectors where we are active.

no assurance that this opposition will not succeed in either preventing the legalization of gaming in jurisdictions where these activities

are presently prohibited or prohibiting or limiting the expansion or continuance of gaming where it is currently permitted, in either

case to the detriment of our business, financial condition, results and prospects.

directors and key personnel are subject to the approval of certain regulatory authorities, which, if withheld, would require us to sever

our relationship with non-approved individuals, which could adversely impact our operations.

members, managers, directors, officers and key employees must be approved by certain government and state regulatory authorities.

such regulatory authorities were to find a person occupying any such position unsuitable, we would be required to sever our relationship

with that person.

We may thereby lose key personnel which would have a negative effect on our operations.

public and private issuances of securities and certain other transactions by us also require the approval of certain state regulatory

Further, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found

unsuitable by the regulators.

The regulatory environment in any particular jurisdiction may change in the future and any such

change could have an adverse effect on our results of operations.

In addition, we are subject to various gaming taxes, which are

subject to increase at any time.

Certain public and private

issuances of securities and certain other transactions by us also require the approval of certain state regulatory authorities.

our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators.

The regulatory environment in any particular jurisdiction may change in the future and any such change could have an adverse effect on

our results of operations.

In addition, we are subject to various gaming taxes, which are subject to increase at any time.

and gaming authorities have significant control over our operations and ownership, and could cause us to redeem certain stockholders

2 unchanged sentences

gaming license or related approval and to approve changes in our operations.

Some jurisdictions also require extensive personal

and financial disclosure and background checks from persons and entities beneficially owning a specified percentage of equity

securities of licensed or regulated businesses.

For example, in the UK, an entity holding a gambling license must notify the Gambling

Commission of the identity of any stockholder holding, directly or indirectly, 3% or more of its equity or voting rights, and

must apply for permission to continue to rely on its operating license whenever a new person acquires, directly or indirectly,

10% or more of its equity or voting rights.

The failure of beneficial owners of our common stock to submit to such background

checks and provide required disclosure could jeopardize our business.

Our second amended and restated certificate of incorporation

provides that, to the extent required by the gaming authority making the determination of unsuitability or to the extent the board

of directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s

application for, receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of our capital stock

that are owned or controlled by an unsuitable person or its affiliates are subject to mandatory redemption by us.

The redemption

price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by, the applicable

gaming authority and, if not, as we elect.

Such a redemption could occur on terms or at a time that a stockholder believes to

be disadvantageous.

in laws or regulations, or a failure to comply with, or liabilities under, any laws and regulations, may adversely affect our

business, investments and results of operations.

Some jurisdictions also require extensive personal and financial

disclosure and background checks from persons and entities beneficially owning a specified percentage of equity securities of licensed

or regulated businesses.

For example, in the UK, an entity holding a gambling license must notify the Gambling Commission of the identity

of any stockholder holding, directly or indirectly, 3% or more of its equity or voting rights, and must apply for permission to continue

to rely on its operating license whenever a new person acquires, directly or indirectly, 10% or more of its equity or voting rights.

The failure of beneficial owners of our common stock to submit to such background checks and provide required disclosure could jeopardize

our business.

Our second amended and restated certificate of incorporation provides that, to the extent required by the gaming authority

making the determination of unsuitability or to the extent the board of directors determines, in its sole discretion, that a person is

likely to jeopardize the Company’s or any affiliate’s application for, receipt of, approval for, right to the use of, or

entitlement to, any gaming license, shares of our capital stock that are owned or controlled by an unsuitable person or its affiliates

are subject to mandatory redemption by us.

The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant

to the terms established by, the applicable gaming authority and, if not, as we elect.

Such a redemption could occur on terms or at a

time that a stockholder believes to be disadvantageous.

in laws or regulations, or a failure to comply with, or liabilities under, any laws and regulations, may adversely affect our business,

investments and results of operations.

are subject to laws and regulations enacted by national, regional, state and local governments, including non-U.S.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and

regulations and their interpretation and application may also change from time to time and those changes could have an adverse

effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations,

as interpreted and applied, or liabilities thereunder, could have an adverse effect on our business and results of operations.

of our executive officers and directors are affiliated with entities engaged in business activities similar to those conducted

by us (or may enter into similar business activities in the future) and, accordingly, may have conflicts of interest in determining

whether a particular business opportunity should be presented to us or to another entity.

of our executive officers and directors are affiliated with entities that are engaged in businesses similar to the ones we operate

with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and

their interpretation and application may also change from time to time and those changes could have an adverse effect on our business,

investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,

or liabilities thereunder, could have an adverse effect on our business and results of operations.

of our executive officers and directors may become affiliated with entities engaged in business activities similar to those conducted

by us (or may enter into similar business activities in the future) and, accordingly, may have conflicts of interest in determining whether

a particular business opportunity should be presented to us or to another entity.

of our executive officers and directors may become affiliated with entities that are engaged in businesses similar to the ones we operate

(or may enter into similar business activities in the future).

As a result, any of them may become aware of business opportunities

which may be appropriate for presentation to us and to other entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented

to us or to another entity.

These conflicts may not be resolved in our favor and a potential business opportunity may

be presented to another entity prior to its presentation to us.

Our second amended and restated certificate of incorporation provides

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our Company and such opportunity is one that

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

As a result, any of them may become aware of business opportunities which

may be appropriate for presentation to us and to other entities to which they owe certain fiduciary or contractual duties.

they may have conflicts of interest in determining to which entity a particular business opportunity should be presented — to us

or to another entity.

These conflicts may not be resolved in our favor and a potential business opportunity may be presented to another

entity prior to its presentation to us.

Our second amended and restated certificate of incorporation provides that we renounce our interest

in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in

his or her capacity as a director or officer of our Company and such opportunity is one that we are legally and contractually permitted

to undertake and would otherwise be reasonable for us to pursue.

are a holding company and conduct all of our operations through our subsidiaries.

are a holding company and derive all of our operating income from our subsidiaries.

Other than any cash we retain, all of our

assets are held by our direct and indirect subsidiaries.

We rely on the earnings and cash flows of our subsidiaries, which are

paid to us by our subsidiaries, if and only to the extent available, in the form of dividends and other payments or distributions,

to meet our debt service obligations.

The ability of our subsidiaries to pay dividends or make other payments or distributions

to us will depend upon their respective operating results and may be restricted by, among other things, the laws of their jurisdiction

of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), the

terms of existing and future indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding

indebtedness we or our subsidiaries incur.

inability to complete future acquisitions of gaming and related businesses and successfully integrate the Acquired Businesses

or businesses we acquire in the future could limit our future growth, if any.

Other than any cash we retain, all of our assets

are held by our direct and indirect subsidiaries.

We rely on the earnings and cash flows of our subsidiaries, which are paid to us by

our subsidiaries, if and only to the extent available, in the form of dividends and other payments or distributions, to meet our debt

service obligations.

The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend upon

their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which

may limit the amount of funds available for the payment of dividends and other distributions to us), the terms of existing and future

indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness we or our subsidiaries

inability to complete future acquisitions of gaming and related businesses we acquire in the future could limit our future growth, if

continue to pursue expansion and acquisition opportunities in gaming and related businesses.

We are also in the process of integrating

the Acquired Businesses.

We could face significant challenges in managing and integrating the expanded or combined operations

including acquired assets, operations and personnel.

There can be no assurance that acquisition opportunities will be available

on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals to complete potential

acquisitions.

Our ability to succeed in implementing our strategy will depend upon the ability of our management to identify,

complete and successfully integrate commercially viable acquisitions.

There can be no assurance that acquisition

opportunities will be available on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals

to complete potential acquisitions.

Our ability to succeed in implementing our strategy will depend upon the ability of our management

to identify, complete and successfully integrate commercially viable acquisitions.

Acquisition transactions may disrupt our ongoing business

and distract management from other responsibilities.

Any future acquisition transactions involving the use of company stock would

dilute our existing stockholders and earnings per share.

Any future acquisition transactions involving the use of company stock would dilute

our existing stockholders and earnings per share.

business may be affected by changes in general and local economic and political conditions.

The demand for our services is sensitive

to general and local economic conditions over which we have no control, including changes in the levels of consumer disposable

income and geographic exposure to macro-economic trends and taxation.

In addition, the economic stability of certain Eurozone countries

where we conduct or intend to conduct business may become affected by sovereign debt crises or other general and local economic

and political conditions.

Adverse changes in economic conditions may affect our business generally or may be more prevalent or

concentrated in particular sectors in which we operate.

Any deterioration in economic conditions or the continuation of uncertain

economic conditions could have an adverse effect on our business, financial condition, results of operations and prospects.

economic risks which may adversely affect our performance include high interest rates, inflation and volatile foreign exchange

markets, and effects arising from Great Britain’s exit from the European Union (“Brexit”).

performance of our business may also be subject to political risks in certain jurisdictions where we operate, including change

of government, political unrest, war or terrorism.

revenues can vary substantially from period to period and you should not rely upon our periodic operating results as indications

of future performance.

demand for our services is sensitive to general and local economic conditions over which we have no control, including changes in the

levels of consumer disposable income and geographic exposure to macro-economic trends and taxation.

In addition, the economic stability

of certain Eurozone countries where we conduct or intend to conduct business may become affected by sovereign debt crises or other general

and local economic and political conditions.

Adverse changes in economic conditions may affect our business generally or may be more

prevalent or concentrated in particular sectors in which we operate.

Any deterioration in economic conditions or the continuation of

uncertain economic conditions could have an adverse effect on our business, financial condition, results of operations and prospects.

Other economic risks which may adversely affect our performance include high interest rates, inflation and volatile foreign exchange

markets, and effects arising from Great Britain’s exit from the European Union (“Brexit”).

performance of our business may also be subject to political risks in certain jurisdictions where we operate, including change of government,

political unrest, war or terrorism.

revenues can vary substantially from period to period and you should not rely upon our periodic operating results as indications of future

revenues are subject to variations.

Wagering 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 major equipment sales and software license revenue.

In addition, revenues may

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

may also vary based on adverse sequences of payouts of prizes, unusual jackpot wins, and other variations in game margin.

Wagering 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 major equipment sales and software license revenue.

In addition, revenues may vary depending on

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

Revenues may also vary based

on adverse sequences of payouts of prizes, unusual jackpot wins, and other variations in game margin.

business could also be affected by natural or man-made disasters such as floods, storms or terrorist attacks.

We have taken steps

to have disaster recovery plans in place but there can be no assurance that such an event would not have a significant adverse

impact on our business.

We have taken steps to

have disaster recovery plans in place but there can be no assurance that such an event would not have a significant adverse impact on

our business.

have operations in a variety of countries, which subjects us to additional risks.

are a global business and derived substantially all of our revenue outside the United States during the year December 31, 2019.

In the year ended December 31, 2019, we earned approximately 68% UK, 11% Italy, 13% Greece, 8% rest of world.

in foreign markets subject us to risks customarily associated with such operations, including:

withholding taxes on, or bank regulatory restrictions on expatriating, our subsidiaries’

earnings that could reduce cash

flow available to meet our required debt service and other obligations;

are a global business and derived substantially all of our revenue outside the United States during the year ended December 31, 2022.

In the year ended December 31, 2022, we earned approximately 73% of our revenue from our operations in the UK, 8% of our revenue from

our operations in Greece, and 19% of our revenue from our operations in the rest of the world.

Our business in foreign markets subjects

us to risks customarily associated with such operations, including:

withholding taxes on, or bank regulatory restrictions on expatriating, our subsidiaries’ earnings that could reduce cash flow

available to meet our required debt service and other obligations;

complexity of foreign laws, regulations and markets;

impact of foreign labor laws and disputes;

risks relating to our ability to manage our foreign operations, monitor our customers’

activities or our partners’

activities which may subject us to risks involving such other entities’

financial condition or to inconsistent interests

risks relating to our ability to manage our foreign operations, monitor our customers’ activities or our partners’ activities

which may subject us to risks involving such other entities’ financial condition or to inconsistent interests or goals;

gaming tax increases in Italy;

2 unchanged sentences

consolidated financial results are significantly affected by foreign currency exchange rate fluctuations.

Foreign currency exchange

rate exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S.

and from the translation of foreign currency balance sheet accounts into GBP-denominated or USD-denominated balance sheet accounts.

Exposure to currency exchange rate fluctuations exists and will continue because a significant portion of our revenues are denominated

in currencies other than the USD, particularly GBP and the Euro.

Exchange rate fluctuations have in the past adversely affected

operating results and cash flows and may continue to adversely affect results of operations and cash flows and the value of assets.

As a result of the geographic concentration

of our operations in the UK, Italy and Greece, our operating results and cash flow depend significantly on economic conditions

and the other factors listed above in these sector areas.

There can be no assurance that we will be able to operate on a continuing

successful basis in these sectors or in any combination of different geographical sectors.

Foreign currency exchange rate

exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S.

Dollars, and from the

translation of foreign currency balance sheet accounts into GBP-denominated or USD-denominated balance sheet accounts.

Exposure to currency

exchange rate fluctuations exists and will continue because a significant portion of our revenues are denominated in currencies other

than the USD, particularly GBP and the Euro.

Exchange rate fluctuations have in the past adversely affected operating results and cash

flows and may continue to adversely affect our results of operations and cash flows and the value of assets.

a result of the geographic concentration of our operations in the UK, Italy and Greece, our operating results and cash flow depend significantly

on economic conditions and the other factors listed above in these sector areas.

There can be no assurance that we will be able to operate

on a continuing successful basis in these sectors or in any combination of different geographical sectors.

business could be negatively affected by ownership changes and consolidation in the gaming industry.

a substantial part of our revenue is recurring in nature, our medium to long term results of operations, cash flows and financial

condition could be negatively affected if any of our customers were sold to or merged with other customers, or if consolidation

in the gaming industry were otherwise effected.

Consolidation among gaming operators could result in our customers using more

products and services of our competitors or reducing their spending on our products, or could otherwise cause downward pricing

pressures, any of which outcomes could negatively affect our business.

a substantial part of our revenue is recurring in nature, our medium to long term results of operations, cash flows and financial condition

could be negatively affected if any of our customers were sold to or merged with other customers, or if consolidation in the gaming industry

were otherwise effected.

Consolidation among gaming operators could result in our customers using more products and services of our competitors

or reducing their spending on our products, or could otherwise cause downward pricing pressures, any of which outcomes could negatively

affect our business.

may not be able to capitalize on the expansion of interactive gaming or other trends and changes in the gaming and lottery industries,

1 unchanged sentence

participate in new and evolving aspects of the interactive gaming and lottery industries.

Part of our strategy is to take advantage

of the liberalization of regulations covering these industries on a global basis.

These industries involve significant risks and

uncertainties, including legal, business and financial risks.

The fast-changing environment in these industries can make it difficult

to plan strategically and can provide opportunities for competitors to grow their businesses at our expense.

Consequently, our

future results of operations, cash flows and financial condition are difficult to predict and may not grow at the rates we expect.

relating to internet gaming are evolving.

To varying degrees, governments have taken steps to change the regulation of internet

Part of our strategy is to take advantage of

the liberalization of regulations covering these industries on a global basis.

These industries involve significant risks and uncertainties,

including legal, business and financial risks.

The fast-changing environment in these industries can make it difficult to plan strategically

and can provide opportunities for competitors to grow their businesses at our expense.

Consequently, our future results of operations,

cash flows and financial condition are difficult to predict and may not grow at the rates we expect.

relating to interactive gaming are evolving.

To varying degrees, governments have taken steps to change the regulation of interactive

wagering through the implementation of new or revised licensing and taxation regimes, including the possible imposition of sanctions

on unlicensed providers.

We cannot predict the timing, scope or terms of the implementation or revision of any such state, federal

or foreign laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder our strategy.

jurisdictions that authorize internet gaming, we cannot assure that we will be successful in offering our technology, content

and services to internet gaming operators, because we expect to face intense competition from our traditional competitors in the

gaming and lottery industries as well as a number of other domestic and foreign competitors (and, in some cases, the operators

themselves), many of which have substantially greater financial resources or experience in this area than we do.

We cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or

foreign laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder our strategy.

jurisdictions that authorize interactive gaming, we cannot assure that we will be successful in offering our technology, content and

services to interactive gaming operators, because we expect to face intense competition from our traditional competitors in the gaming

and lottery industries as well as a number of other domestic and foreign competitors (and, in some cases, the operators themselves),

many of which have substantially greater financial resources or experience in this area than we do.

Know-your-customer

and geo-location programs and technologies supplied by third parties are an important aspect of certain internet and mobile gaming

products and services, because they can confirm certain information with respect to players and prospective players, such as age,

identity and location.

Payment processing programs and technologies, typically provided by third parties, are also a necessary

feature of interactive wagering products and services.

These programs and technologies are costly, and our use of them may have

an adverse impact on our results of operations, cash flows and financial condition.

Additionally, we cannot assure that products

or services containing these programs and technologies will be available to us on commercially reasonable terms, if at all, or

that they will perform accurately or otherwise in accordance with required specifications.

and geo-location programs and technologies supplied by third parties are an important aspect of certain interactive gaming products and

services, because they can confirm certain information with respect to players and prospective players, such as age, identity and location.

Payment processing programs and technologies, typically provided by third parties, are also a necessary feature of interactive wagering

products and services.

These programs and technologies are costly, and our use of them may have an adverse impact on our results of operations,

cash flows and financial condition.

Additionally, we cannot assure that products or services containing these programs and technologies

will be available to us on commercially reasonable terms, if at all, or that they will perform accurately or otherwise in accordance

with required specifications.

business is capital intensive and our ability to retain customers may be influenced by our ability to deploy additional capital.

of our server based gaming products may request us to incur capital expenditures to provide gaming terminals to support their

land-based operations.

While we seek to obtain what we believe to be satisfactory rates of return on such investments, these capital

expenditures can be meaningful and may be concentrated within short periods of time.

To the extent that we have insufficient access

to capital or liquidity at the time that a customer, or prospective customer, makes such a request, we may be at a competitive

disadvantage in retaining or attracting such customer.

Such a circumstance could have an adverse effect on our business, financial

condition, results of operations or prospects.

of our server based gaming products may request us to incur capital expenditures to provide gaming terminals to support their land-based

While we seek to obtain what we believe to be satisfactory rates of return on such investments, these capital expenditures

can be meaningful and may be concentrated within short periods of time.

To the extent that we have insufficient access to capital or

liquidity at the time that a customer, or prospective customer, makes such a request, we may be at a competitive disadvantage in retaining

or attracting such customer.

Such a circumstance could have an adverse effect on our business, financial condition, results of operations

or prospects.

may be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them.

may be subject to claims or liabilities arising from the ownership or operation of the Acquired Businesses, and other businesses

we have acquired, for the periods prior to our acquisition of them, including environmental, employee-related and other liabilities

and claims not covered by insurance.

may be subject to claims or liabilities arising from the ownership or operation businesses we have acquired for the periods prior to

our acquisition of them, including environmental, employee-related and other liabilities and claims not covered by insurance.

success depends upon our key personnel.

business results depend largely upon the continued contributions of various members of our management team, as well as certain

key technical specialists, game designers, operational experts and other developers and operators of key intellectual property

and processes.

If we lose the services of one or more members of our management team or key employees, our business, financial

condition and results of operations, as well as the market price of our securities, could be adversely affected.

long-term performance of our business relies on our ability to attract, develop and retain talented personnel and our labor force

while controlling our labor costs.

be successful, we must attract, develop and retain highly qualified and talented personnel who have the experience, knowledge

and expertise to successfully implement our key business strategies.

We also must attract, develop and retain our labor force

while maintaining labor costs.

We compete for employees, including sales people, regional management, executive officers and others,

with a broad range of employers in many different industries, including large multinational firms, and we invest significant resources

in recruiting, developing, motivating and retaining them.

The failure to attract and retain key employees, or to develop effective

succession planning to assure smooth transitions of those employees and the knowledge, customer relationships and expertise they

possess, could negatively affect our competitive position and our operating results.

Further, if we are unable to cost-effectively

recruit, train and retain sufficient skilled personnel, we may not be able to adequately satisfy increased demand for our products

and services, which could adversely affect our operating results.

in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur

in the future, could adversely affect our business, financial condition, or results of operations, and our ability to make distributions

business results depend largely upon the continued contributions of various members of our management team, as well as certain key technical

specialists, game designers, operational experts and other developers and operators of key intellectual property and processes.

lose the services of one or more members of our management team or key employees, our business, financial condition and results of operations,

as well as the market price of our securities, could be adversely affected.

long-term performance of our business relies on our ability to attract, develop and retain talented personnel and our labor force while

controlling our labor costs.

be successful, we must attract, develop and retain highly qualified and talented personnel who have the experience, knowledge and expertise

to successfully implement our key business strategies.

We also must attract, develop and retain our labor force while maintaining labor

We compete for employees, including sales people, regional management, executive officers and others, with a broad range of employers

in many different industries, including large multinational firms, and we invest significant resources in recruiting, developing, motivating

and retaining them.

The failure to attract and retain key employees, or to develop effective succession planning to assure smooth transitions

of those employees and the knowledge, customer relationships and expertise they possess, could negatively affect our competitive position

and our operating results.

Further, if we are unable to cost-effectively recruit, train and retain sufficient skilled personnel, we may

not be able to adequately satisfy increased demand for our products and services, which could adversely affect our operating results.

in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur in

the future, could adversely affect our business, financial condition, or results of operations, and our ability to make distributions

to stockholders and the value of our common stock.

10 unchanged sentences

and our flexibility in planning for, and reacting to, changes in business conditions.

connection with the Acquisition on September 27, 2019, we refinanced the business with an effective date of October 1, 2019.

The new debt consisted of two senior secured five year term loans of £140m and €90m together with a secured revolving

facility loan in an original principal amount of £20m.

The SFA Loans will bear interest at LIBOR or EURIBOR as applicable,

plus a margin (based on Inspired’s consolidated total net leverage ratio) ranging from 5.00% to 7.25%.

With respect to the

RCF Loan, a commitment fee of 30% of the then applicable margin accrues on any unutilized portion of the RCF Loan.

commitment fee is payable quarterly in arrears and, with respect to any commitment under the RCF Loan that is cancelled, at the

time the cancellation is effective.

The covenants include restrictions regarding the incurrence of liens, the incurrence of indebtedness

by Inspired’s subsidiaries and fundamental changes, subject to certain exceptions in each case.

The SFA requires that Inspired

maintain a maximum consolidated total net leverage ratio of 4.1x (subject to a step down to 3.0x on and after June 30, 2021).

The ratio is calculated based on earnings before interest, taxes, depreciation and amortization, as adjusted pursuant to the SFA.

The SFA also restricts capital expenditures based on fixed annual limits, which grow pro rata with respect to consolidated EBITDA

acquired pursuant to any permitted acquisition of a company or business, (subject to the ability to carry forward the unused part

of such limit in any given year into the immediately following year, to carry back up to 50% of such limit into the then current

year from the immediately succeeding year and to fund capital expenditures from certain specified funding sources in which case

such expenditure does not count towards the annual limit) applicable from the financial year ending December 31, 2019 to the financial

year ending December 31, 2026.

The SFA does not include a minimum interest coverage ratio or other financial covenants.

The outstanding

principal amount of the Term Loans is payable on October 1, 2024.

The outstanding principal amount of each advance under the RCF

Loan is payable on the last day of the interest period relating to such advance, unless such advance is rolled over on a cashless

basis in accordance with customary rollover provisions contained in the SFA.

to comply with the provisions of our existing borrowings or any other indebtedness we may enter into, including the covenants

set forth in our existing debt facilities, could result in a default or an event of default that could enable our lenders or other

debt holders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due

In addition, some of our debt could be subject to cross-acceleration terms, pursuant to which repayment of that debt

would be accelerated if the repayment of other debt we owe is accelerated.

If the payment of some or all of our debt is accelerated,

our assets may be insufficient to repay such debt in full.

of December 31, 2022, our senior debt consisted of an aggregate of £235.0 million ($282.9 million) of Senior Secured Notes (carrying

an interest rate of 7.875% per annum, and maturing on June 1, 2026), and we had £20.0 million ($24.1 million) of credit facility

borrowings available under the RCF Agreement (see Note 13).

Indenture governing the Senior Secured Notes contains incurrence covenants that limit the ability of the Company and the Company’s

restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted

subsidiaries;

(ii) create or incur certain liens;

(iii) make restricted payments, including dividends or distributions to the Company’s

stockholders or repurchase the Company’s stock;

(iv) prepay or redeem subordinated debt;

(v) make certain investments, including

participating joint ventures;

(vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted

subsidiaries;

(vii) sell assets, or consolidate or merge with or into other companies;

(viii) sell or transfer all or substantially all

of the Company’s assets or those of the Company’s subsidiaries on a consolidated basis;

(ix) engage in certain transactions

with affiliates;

and (x) create unrestricted subsidiaries.

Certain of these covenants will be suspended if and for so long as the Senior

Secured Notes have investment grade ratings from any two of Moody’s Investors Service, Inc., Standard & Poor’s Investors

Ratings Services and Fitch Ratings, Inc.

These covenants are subject to exceptions and qualifications as set forth in the Indenture.

RCF Agreement governing credit facility borrowings contains various covenants (which include restrictions regarding the incurrence of

liens, the incurrence of indebtedness by the Company’s subsidiaries and fundamental changes, subject in each case to certain exceptions),

representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing

documents, cross-default, insolvency and litigation) customary for similar facilities for similarly rated borrowers and subject to customary

carve-outs and grace periods.

Following the occurrence of an event of default which has not been waived or remedied, the Lenders who

represent more than 66.67% of total commitments under the RCF may, subject to the terms of an intercreditor agreement (which governs

the relationship between the Lenders and the holders of the Senior Secured Notes), instruct the agent to (i) accelerate the RCF Loans,

(ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.

RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for

the relevant period ending June 30, 2022, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024

and thereafter (the “RCF Financial Covenant”).

The RCF Financial Covenant is calculated as the ratio of consolidated senior

secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest

income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling

basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.

The RCF Agreement does

not include a minimum interest coverage ratio or other financial covenants.

may have future capital needs and may not be able to obtain additional financing on acceptable terms.

and credit market conditions, the performance of the gaming industry and our financial performance, as well as other factors,

may constrain our financing abilities.

Our ability to secure additional financing, if available, and to satisfy our financial

obligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability

of credit, economic conditions and financial, business and other factors, many of which are beyond our control.

and credit market conditions, the performance of the gaming industry and our financial performance, as well as other factors, may constrain

our financing abilities.

Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness

outstanding from time to time will depend upon our future operating performance, the availability of credit, economic conditions and

financial, business and other factors, many of which are beyond our control.

may require additional financing to fund our operations and growth.

1 unchanged sentence

effect on our continued development or growth.

None of our officers, directors or stockholders is required to provide any financing

We may be unable to develop sufficient new products and product

lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion into

new sectors may present competitive and regulatory challenges that differ from current ones.

Our business depends in part on our ability to identify future

products and product lines that complement existing products and product lines and that respond to our customers’

We may not be able to compete effectively unless our product selection keeps up with trends in the sectors in which it competes

or trends in new products.

In addition, our ability to integrate new products and product lines into our existing business could

affect our ability to compete.

Furthermore, the success of new products and product lines will depend upon market demand and there

is a risk that new products and product lines will not deliver expected results, which could adversely affect our future sales

and results of operations.

Our expansion into new sectors may present competitive, distribution and regulatory challenges that

None of our officers, directors or stockholders is required to provide any financing to

may be unable to identify and develop sufficient new products and product lines and integrate them into our existing business, which

may adversely affect our ability to compete; our expansion into new sectors may present competitive and regulatory challenges that

differ from current ones.

We may be less familiar with new product categories and may face different or additional risks, as well

as increased or unexpected costs, compared to existing operations.

business depends in part on our ability to identify and develop future products and product lines that complement existing products and

product lines and that respond to our customers’ and players’ needs.

We may not be able to compete effectively unless our

product selection keeps up with trends in the sectors in which it competes or trends in new products.

If our new products and product

lines do not meet our customers’ and players’ expectations, or if they are not brought to market in a timely and effective

manner, our revenue (especially our revenue under revenue participation-based contracts) and financial performance will be negatively

In addition to market factors, our ability to develop new products and their ability to achieve commercial success will depend

on a number of factors, including our ability to:

market our games to our customers and to existing and new players;

to changing customer needs and player preferences;

to new technologies;

game features and contents for an increasingly diverse set of devices and specifications;

launch delays and cost overruns on the development of new products and features;

and enhance games and content after their initial release;

retain and motivate talented and experienced game designers, product managers and engineers;

and maintain player engagement;

games that can build upon or become franchise games;

quality content and game experience;

successfully against a large and growing number of market participants;

new products and product lines into our existing business;

and quickly resolve bugs or outages.

addition, if new technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented

from introducing new products and product lines based on these technologies or expanding into sectors created by these technologies.

Even if we are able to develop new products and product lines that achieve success, it is possible that these products and product lines

could divert players of our other games without growing our overall user base, which could harm our operating results.

Furthermore, the

success of new products and product lines will depend upon market demand and there is a risk that new products and product lines will

not deliver expected results, which could adversely affect our future sales and results of operations.

It is difficult to know whether

we will succeed in continuing to develop successful new products and product lines.

expansion into new sectors may present competitive, distribution and regulatory challenges that differ from current ones.

We may be less

familiar with new product categories and may face different or additional risks, as well as increased or unexpected costs, compared to

existing operations.

in customer and player preferences could adversely affect our results of operations.

in the gaming industry is intense and subject to rapid change, including changes from evolving customer and player preferences.

our success in the gaming industry is dependent on our ability to offer attractive products to our customers and players.

In the markets

in which we operate, we compete with various other gaming vendors and our customers and players now have access to many other forms of

recreational and leisure activities.

Our participation-based revenue will depend on the appeal of our gaming offerings to our customers

and players relative to our competitors.

If we are not able to anticipate and react to changes in customer and player preferences, our

competitive and financial position may be adversely affected.

addition, our future success will also depend on the success of the gaming industry as a whole in attracting and retaining players.

may lose popularity as new leisure activities arise or as other leisure activities become more popular.

Alternatively, changes in social

mores and demographics could result in reduced acceptance of gaming as a leisure activity.

If the popularity of gaming declines for any

reason, our business, financial condition and results of operations may be adversely affected.

financial success is dependent on our customers’ ability to attract and maintain players.

have a participation-driven business model, whereby a significant amount of our revenues are generated from the gaming revenue of our

customers, typically as a percentage of gross revenue.

Accordingly, our results of operation and financial condition have been and are

expected to continue to be influenced by the ability of our customers to attract and maintain players.

The ability of our customers to

attract and maintain players depends on a number of factors, including player gaming preferences, marketing of our products and player

perceptions of our customers.

If we are unable to provide our customers with products that players find engaging or fail to perform our

obligations in maintaining the products we provide to our customers, players may reduce the amount they spend with our customers, which

in turn may have an adverse effect on our results of operations (see “— We may be unable to identify and develop sufficient

new products and product lines and integrate them into our existing business, which may adversely affect our ability to compete;

our expansion into new sectors may present competitive and regulatory challenges that differ from current ones .”).

of our contracts, our customers are under no obligation to market our products and therefore we are dependent on our customers in promoting

our products to maintain and attract players.

Failure by our customers to effectively market our products may result in decreased gaming

revenue for our customers from our products, which may have an adverse effect on our results of operations.

Player perception of our

customers may also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results

of operation.

Relating to Our Status as a Public Company and Ownership of Our Common Stock

may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or

to take write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial

condition, results of operations and stock price, which could have an adverse effect on your investment.

We are required to test goodwill and any

other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there

are indicators of a possible impairment.

We are also required to evaluate amortizable intangible assets and property and equipment

for impairment if there are indicators of a possible impairment.

There is significant judgment required in the analysis of a potential

impairment of goodwill, identified intangible assets and property and equipment.

If, as a result of a general economic slowdown,

deterioration in one or more of the sectors in which we operate or impairment in our financial performance and/or future outlook,

the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired.

An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have

an adverse effect on our financial condition and results of operations.

though these charges may be non-cash items and would not have an immediate impact on our liquidity, the fact that we report charges

of this nature could contribute to negative market perceptions about the Company or our securities.

In addition, charges of this

nature may cause us to be unable to obtain future financing on favorable terms or at all.

have restated our financial statements and as part of that process, have identified material weaknesses in our internal control over financial reporting as of December 31, 2022.

The Restatement has consumed a significant amount of

management time and resources and may continue to do so.

In addition, the Restatement, as well as the identification of material

weaknesses in our internal controls, will subject us to a number of additional risks and uncertainties, including the increased

possibility of legal proceedings and could adversely impact our operations.

discussed in the Explanatory Note to this Amendment, we decided to restate certain financial information in our previously issued financial

statements for the Affected Periods.

The Restatement has resulted in substantial costs in the form of accounting, legal fees, and similar

professional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting

team in preparing the Restatement.

addition, as a result of the Restatement we have identified a material weakness related to an assessment of the incremental risk of noncash

activities on the consolidated statement of cash flows that was not effective.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

While we have undertaken substantial

work to try to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection

with the Restatement, we cannot be certain that we will be successful in our remediation efforts or in maintaining adequate internal

controls over our financial reporting and financial processes going forward.

As a result of the material weaknesses, management determined

that our internal controls were ineffective as of December 31, 2022.

If we fail to maintain an effective system of internal controls,

we may not be able to accurately determine our financial results or prevent fraud.

As a result, our stockholders could lose confidence

in our financial results, which could harm our business and the value of our shares.

as a result of the Restatement and the identification of material weaknesses in our internal controls, we face the potential for litigation

or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other

claims arising from the Restatement, material weaknesses in our internal control over financial reporting, and the preparation of our

financial statements.

As of the date of this filing, we have no knowledge of any such litigation or dispute resulting from the Restatement

or the material weaknesses in our internal control over financial reporting.

However, we can provide no assurance that litigation or

disputes will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect

on our business, results of operations and financial condition.

may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take

write-downs or write-offs, restructuring or other charges that could have a significant negative effect on our financial condition, results

of operations and stock price, which could have an adverse effect on our common stock and your investment.

are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year

and on an interim basis if there are indicators of a possible impairment.

We are also required to evaluate amortizable intangible assets

and property and equipment for impairment if there are indicators of a possible impairment.

There is significant judgment required in

the analysis of a potential impairment of goodwill, identified intangible assets and property and equipment.

If, as a result of a general

economic slowdown, deterioration in one or more of the sectors in which we operate or impairment in our financial performance and/or

future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets

An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge

could have an adverse effect on our financial condition and results of operations.

though these charges may be non-cash items and would not have an immediate impact on our liquidity, the fact that we report charges of

this nature could contribute to negative market perceptions about the Company or our securities.

In addition, charges of this nature

may cause us to be unable to obtain future financing on favorable terms or at all.

liquidity of the trading markets for our securities and other factors may adversely affect the price of our securities.

price of our securities may be affected by the light volume of the trading markets for our securities as well as a variety of

other factors including due to general economic conditions and forecasts, our general business condition and the release of our

financial reports.

If our results do not meet the expectations of investors or securities analysts, the market price of our securities

In addition, fluctuations in the price of our securities could contribute to the loss of all or part of your investment.

Any of the factors listed below could have an adverse effect on the price of our securities, and our securities may trade at prices

significantly below the price you paid for them.

In such circumstances, the trading price of our securities may not recover and

may experience a further decline.

affecting the trading price of the Company’s securities may include:

price of our securities may be affected by the light volume of the trading markets for our securities as well as a variety of other factors

including due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

If our results do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

fluctuations in the price of our securities could contribute to the loss of all or part of your investment.

Any of the factors listed

below could have an adverse effect on the price of our securities, and our securities may trade at prices significantly below the price

you paid for them.

In such circumstances, the trading price of our securities may not recover and may experience a further decline.

affecting the trading price of the Company’s securities may include:

conditions affecting the gaming industry;

7 unchanged sentences

or actual litigation and government investigations;

determination by the UK Government, announced in November 2018, to reduce maximum permitted bets on B2 gaming machines in

the UK to £2 effective as of April 2019;

addition or departure of key personnel;

taken by our stockholders, including the sale or disposition of their shares of our common stock; and

between our actual financial and operating results and those expected by investors and analysts and changes in analysts’

recommendations or projections.

between our actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations

or projections.

market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

The stock market in general, and NASDAQ in particular, have experienced price and volume fluctuations that have often been unrelated

or disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these

stocks, and of our securities, may not be predictable.

A loss of investor confidence in the market for retail stocks or the stocks

of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business,

prospects, financial condition or results of operations.

A decline in the market price of our securities also could adversely

affect our ability to issue additional securities and our ability to obtain additional financing in the future.

on the number of shares you hold and other factors, you may not be able to sell your shares at the times you prefer at desirable

market prices.

warrants trade in over-the-counter markets operated by OTC Markets Group which may limit the ability of investors to effect transactions

in the warrants.

warrants could expire worthless, the terms could be amended and we may redeem them at a time that is disadvantageous to holders.

Our warrants have

an exercise price of $5.75 per one-half of one share ($11.50 per whole share), subject to adjustment, and may be exercised only

for a whole number of shares of our common stock.

There is no guarantee that the warrants will be in-the-money when warrant holders

choose to exercise their warrants and they may expire worthless.

addition, the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that

the terms of the warrants may be amended without the consent of any holder in order to cure any ambiguity, correct any defective

provision or to add or change a provision with respect to a matter or question that the parties may deem necessary or desirable

and that the parties deem not to adversely affect the interest of the holders.

Other modifications or amendments, including to

increase the warrant exercise price or shorten the period of exercise, would require the approval of the holders of at least 65%

of the then outstanding warrants.

also have the ability to redeem our warrants upon 30 days’

notice of redemption at a redemption price of $0.01 per warrant,

provided that (i) the last reported sale price of our common stock equals or exceeds $24.00 per share on any 20 trading days within

the 30 trading-day period ending on the third business day before we send the notice of such redemption and (ii) on the date we

give notice of redemption and during the entire period thereafter until the time the warrants are redeemed, there is an effective

registration statement under the Securities Act covering the shares of our common stock issuable upon exercise of the warrants

and a current prospectus relating to them is available unless we have notified holders in the notice of redemption that we have

elected to require the warrants to be exercised on a cashless basis.

Redemption of the outstanding warrants could force holders:

exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;

sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or

accept the nominal redemption price if their warrants remain unexercised on the redemption date regardless of the market value

of the shares underlying the warrants at the time of the redemption.

redemption rights that we have under the warrant agreement do not extend to the private warrants provided they continue to be

held by the initial purchasers or their permitted transferees.

Concentration

of ownership of the Company may have the effect of delaying or preventing a change in control and sales of substantial amounts

of our shares may impact the market price of our shares.

largest stockholder, Landgame S.à.r.l, holds approximately 29.3% of the outstanding common stock of the Company and is

party to a stockholders agreement with us that provides it with the right to designate two of the seven members of our board of

In addition, under the same stockholders agreement, another one of our stockholders, Hydra Industries Sponsor LLC (the

“Hydra Sponsor”), has the right to nominate one director, and affiliates of Macquarie Group Limited (the “Macquarie

Sponsor”) have the right, jointly with the Hydra Sponsor, to nominate two directors.

As a result, these stockholders have

the ability to exert influence over our business and may support or make decisions with which other stockholders may disagree

and that could have the effect of delaying or preventing a change of control or adversely affecting the market price of our common

Landgame S.à.r.l or other of our stockholders sell substantial amounts of their shares in the public market, the market

price of our common stock could decrease significantly.

The perception in the public market that our stockholders might sell shares

of common stock could also depress our market price.

A decline in the price of the shares of our common stock could impede our

ability to raise capital through the issuance of additional shares or other equity securities.

Moreover, any such decline could

result in our common stock trading at prices significantly below the price you paid.

market in general, and NASDAQ in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate

to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities,

may not be predictable.

A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors

perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial condition or results

of operations.

A decline in the market price of our securities also could adversely affect our ability to issue additional securities

and our ability to obtain additional financing in the future.

on the number of shares you hold and other factors, you may not be able to sell your shares at the times you prefer at desirable market

do not currently intend to pay dividends on our common stock.

do not currently expect to pay cash dividends on our common stock and have not paid cash dividends on our common stock to date.

Any future dividend payments are within the absolute discretion of our board of directors and will depend upon, among other things,

our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness,

contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable

law and other factors that our board of directors may deem relevant.

Our business and stock price may suffer if securities or

industry analysts do not publish or cease publishing research or reports about the Company, our business, or our sector, or if

they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could

The trading market for our common stock

will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our sector,

or our competitors.

If securities or industry analysts do not continue to cover the Company, our stock price and trading volume

would likely be negatively affected.

If any of the analysts who may cover the Company change their recommendation regarding our

stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would

likely decline.

dividend payments are within the absolute discretion of our board of directors and will depend upon, among other things, our results

of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual

restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other

factors that our board of directors may deem relevant.

business and stock price may suffer if securities or industry analysts do not publish or cease publishing research or reports about the

Company, our business, or our sector, or if they change their recommendations regarding our common stock adversely, the price and trading

volume of our common stock could decline.

trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about

us, our business, our sector, or our competitors.

If securities or industry analysts do not continue to cover the Company, our stock

price and trading volume would likely be negatively affected.

If any of the analysts who may cover the Company change their recommendation

regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock

would likely decline.

If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports

1 unchanged sentence

may issue a significant number of shares of our common stock or other securities from time to time.

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions

and investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any,

that future sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment

is significant, the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other

securities that we may issue may in turn be substantial and may result in additional dilution to our stockholders.

grant registration rights covering shares of our common stock or other securities that we may issue in connection with any such

acquisitions and investments.

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and

investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any, that future

sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment is significant,

the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other securities that we may

issue may in turn be substantial and may result in additional dilution to our stockholders.

We may also grant registration rights covering

shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments.

16, 2022, the Company filed a registration statement pursuant to which the Company may offer and sell from time to time, in one or more

series, any one of the following securities of our company, for total gross proceeds up to $300,000,000:

or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,

senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;

to purchase our securities;

to purchase any of the foregoing securities;

comprised of, or other combinations of, the foregoing securities.

Anti-takeover

provisions contained in our second amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware

law, could impair a takeover attempt.

second amended and restated certificate of incorporation and bylaws contain provisions that could have the effect of delaying

or preventing changes in control or changes in our management without the consent of our board of directors.

These provisions

provisions contained in our second amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware law,

could impair a takeover attempt.

second amended and restated certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing

changes in control or changes in our management without the consent of our board of directors.

These provisions include:

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors

or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from

being able to fill vacancies on our board of directors;

ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and

other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to

significantly dilute the ownership of a hostile acquirer;

or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being

able to fill vacancies on our board of directors;

ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other

terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly

dilute the ownership of a hostile acquirer;

the liability of, and providing indemnification to, our directors and officers;

Court of Chancery of the State of Delaware as the exclusive forum for adjudication of disputes;

the Court of Chancery of the State of Delaware as the exclusive forum for adjudication of disputes;

the procedures for the conduct and scheduling of stockholder meetings; and

notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose

matters to be acted upon at a stockholders’

meeting, which may discourage or deter a potential acquirer from conducting

a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of

provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of

directors and management.

notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters

to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation

of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors

and management.

a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation

Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business

combinations without approval of the holders of substantially all of our outstanding common stock.

In addition, we adopted a stockholder

rights plan in August 2017 in the form of a Rights Agreement, which could have the effect of making it uneconomical for a third

party to acquire us on a hostile basis.

Such plan is currently set to expire in August 2020.

Any provision of our second amended

and restated certificate of incorporation or bylaws, the Stockholders’

Rights Agreement or Delaware law that has the effect

of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares

of our common stock and could also affect the price that some investors are willing to pay for our common stock.

Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations

without approval of the holders of substantially all of our outstanding common stock.

Any provision of our second amended and restated

certificate of incorporation or bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit

the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some

investors are willing to pay for our common stock.

Relating to Economic and Political Conditions

1 unchanged sentence

business relies on stable and efficient financial markets.

Any disruption in the credit and capital markets could adversely impact

our ability to obtain financing on acceptable terms.

Volatility in the financial markets could also result in difficulties for

financial institutions and other parties that we do business with, which could potentially affect the ability to access financing

under existing arrangements.

We are exposed to the impact of any global or domestic economic disruption, including any potential

impact of the decision by the United Kingdom to exit the EU and the sovereign debt crises in certain Eurozone countries where

we do business.

Our ability to continue to fund operating expenses, capital expenditures and other cash requirements over the

long term may require access to additional sources of funds, including equity and debt capital markets, and market volatility

and general economic conditions may adversely affect our ability to access capital markets.

In addition, the inability of our

vendors to access capital and liquidity with which to maintain their inventory, production levels and product quality and to operate

their businesses, or the insolvency of our vendors, could lead to their failure to deliver merchandise.

If we are unable to purchase

products when needed, our sales could be materially adversely affected.

Accordingly, volatility or disruption in the financial

markets could impair our ability to execute our growth strategy and could have an adverse effect on the trading price of our common

Any disruption in the credit and capital markets could adversely impact our

ability to obtain financing on acceptable terms.

Volatility in the financial markets could also result in difficulties for financial

institutions and other parties that we do business with, which could potentially affect the ability to access financing under existing

arrangements.

We are exposed to the impact of any global or domestic economic disruption, including any potential impact of the decision

by the United Kingdom to exit the EU and the sovereign debt crises in certain Eurozone countries where we do business.

Our ability to

continue to fund operating expenses, capital expenditures and other cash requirements over the long term may require access to additional

sources of funds, including equity and debt capital markets, and market volatility and general economic conditions may adversely affect

our ability to access capital markets.

In addition, the inability of our vendors to access capital and liquidity with which to maintain

their inventory, production levels and product quality and to operate their businesses, or the insolvency of our vendors, could lead

to their failure to deliver merchandise.

If we are unable to purchase products when needed, our sales could be materially adversely affected.

Accordingly, volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have

an adverse effect on the trading price of our common stock.

exchange rate fluctuations could result in lower revenues, higher costs and decreased margins and earnings.

conduct purchase and sale transactions in various currencies, which increases our exposure to fluctuations in foreign currency

exchange rates globally.

Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result

of the United Kingdom’s June 23, 2016 referendum in which voters approved Brexit and subsequent entry into and ratification

of a withdrawal agreement as of January 29, 2020.

It is possible that sovereign debt crises in certain Eurozone countries could

lead to the abandonment of the Euro and the reintroduction of national currencies in those countries.

International revenues and

expenses generally are derived from sales and operations in various foreign currencies, and these revenues and expenses could

be affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into USD for consolidated

financial reporting, as weakening of foreign currencies relative to the USD will adversely affect the USD value of the Company’s

foreign currency-denominated sales and earnings.

Currency exchange rate fluctuations could also disrupt the business of the independent

manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.

Foreign currency fluctuations could have an adverse effect on our results of operations and financial condition.

may hedge other foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency

fluctuations on our financial results.

Since the hedging activities are designed to lessen volatility, they not only reduce the

negative impact of a stronger USD or other trading currency, but they also reduce the positive impact of a weaker USD or other

trading currency.

Our future financial results could be significantly affected by the value of the USD in relation to the foreign

currencies in which we conduct business.

The degree to which our financial results are affected for any given time period will

depend in part upon our hedging activities, and there can be no assurance that our hedging activities will be effective.

conduct purchase and sale transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange

rates globally.

Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of the United

Kingdom’s June 23, 2016 referendum in which voters approved Brexit and subsequent entry into and ratification of a withdrawal agreement

as of January 29, 2021 followed by an agreement of the terms of a trade and cooperation agreement effective as of December 31, 2021.

It is possible that sovereign debt crises in certain Eurozone countries could lead to the abandonment of the Euro and the reintroduction

of national currencies in those countries.

International revenues and expenses generally are derived from sales and operations in various

foreign currencies, and these revenues and expenses could be affected by currency fluctuations, specifically amounts recorded in foreign

currencies and translated into USD for consolidated financial reporting, as weakening of foreign currencies relative to the USD will

adversely affect the USD value of the Company’s foreign currency-denominated sales and earnings.

Currency exchange rate fluctuations

could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials

more expensive and more difficult to finance.

Foreign currency fluctuations could have an adverse effect on our results of operations

and financial condition.

may hedge other foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations

on our financial results.

Since the hedging activities are designed to lessen volatility, they not only reduce the negative impact of

a stronger USD or other trading currency, but they also reduce the positive impact of a weaker USD or other trading currency.

financial results could be significantly affected by the value of the USD in relation to the foreign currencies in which we conduct business.

The degree to which our financial results are affected for any given time period will depend in part upon our hedging activities, and

there can be no assurance that our hedging activities will be effective.

economic conditions could have an adverse effect on our business, operating results and financial condition.

uncertain state of the global economy continues to affect businesses around the world, most acutely in emerging markets and developing

If global economic and financial market conditions do not improve or deteriorate, the following factors could have

an adverse effect on our business, operating results and financial condition:

If global economic and financial market conditions do not improve or deteriorate, the following factors could have an adverse

effect on our business, operating results and financial condition:

consumer spending may result in reduced demand for our products, reduced orders from retailers for our products, order cancellations,

lower revenues, higher discounts, increased inventories and lower gross margins;

the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find

it desirable to do so;

conduct transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange rates

relative to the USD.

Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign

currencies could have a significant impact on our reported operating results and financial condition;

volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain

could have an adverse effect on our costs, gross margins and profitability;

operators or distributors of our products experience declining revenues or experience difficulty obtaining financing in the

capital and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations,

late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated

with collection efforts and increased bad debt expense;

operators or distributors of our products experience severe financial difficulty, some may become insolvent and cease business

operations, which could negatively affect the sale of our products to consumers;

contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing

in the capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital

needs, it may result in delays or non-delivery of shipments of our products.

the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable

conduct transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange rates relative

Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could

have a significant impact on our reported operating results and financial condition;

volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain could

have an adverse effect on our costs, gross margins and profitability;

operators or distributors of our products experience declining revenues or experience difficulty obtaining financing in the capital

and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer

payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts

and increased bad debt expense;

operators or distributors of our products experience severe financial difficulty, some may become insolvent and cease business operations,

which could negatively affect the sale of our products to consumers;

contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in the

capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital needs, it

may result in delays or non-delivery of shipments of our products.

International

hostilities, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions could prevent

us from effectively serving our customers and thus adversely affect our results of operations.

of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses

to these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics or the threat of or

perceived potential for these events could have a negative impact on us.

These events could adversely affect our customers’

levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles.

These events also pose significant risks to our employees and our physical facilities and operations around the world, whether

the facilities are ours or those of our third-party service providers or customers.

By disrupting communications and travel and

increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these events could make it difficult

or impossible for us to deliver products and services to our customers.

Extended disruptions of electricity, other public utilities

or network services at our facilities, as well as system failures at our facilities or otherwise, could also adversely affect

our ability to serve our customers.

hostilities, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions could prevent us from

effectively serving our customers and thus adversely affect our results of operations.

of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to

these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics (such as COVID-19) or the threat

of or perceived potential for these events could have a negative impact on us.

These events could adversely affect our customers’

levels of business activity (or involve government mandated shutdowns of our venues) and precipitate sudden significant changes in regional

and global economic conditions and cycles.

These events also pose significant risks to our employees and our physical facilities and

operations around the world, whether the facilities are ours or those of our third-party service providers or customers.

By disrupting

communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these events

could make it difficult or impossible for us to deliver products and services to our customers.

Extended disruptions of electricity,

other public utilities or network services at our facilities, as well as system failures at our facilities or otherwise, could also adversely

affect our ability to serve our customers.

We may be unable to protect our employees, facilities and systems against all such occurrences.

2 unchanged sentences

prevent us from effectively serving our customers, our results of operations could be adversely affected.

face risks and uncertainty arising from the United Kingdom’s withdrawal from the European Union.

from the United Kingdom’s public referendum vote to exit from the European Union in June 2016, a withdrawal agreement was

signed by both the United Kingdom and European Union and formally ratified as of January 29, 2020.

Under the terms of the agreement,

the terms of a trade deal are to be negotiated between officials from the European Union and United Kingdom by no later than December

31, 2020, failing which trade between the UK and the European Union will fall back to basic World Trade Organization terms.

effects of Brexit will depend upon any agreements the United Kingdom makes to retain access to European Union markets either during

a transitional period or more permanently.

As with other businesses operating in the UK and Europe, the measures could potentially

have corporate structural consequences, adversely affect manufacturing and other costs, adversely change tax benefits or liabilities

in these or other jurisdictions and could disrupt some of the markets and jurisdictions in which we operate.

In addition, Brexit

could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which

European Union laws to replace or replicate.

In addition, the announcement of Brexit has caused significant volatility in global

stock markets and currency exchange rate fluctuations, including the strengthening of the USD against some foreign currencies,

and the Brexit negotiations may continue to cause significant volatility.

The progress and outcomes of further trade deal negotiations

also may create global economic uncertainty, which may cause customers and potential customers to monitor their costs and reduce

their budgets for products and services.

Any of these effects of Brexit, among others, could materially adversely affect the business,

business opportunities, results of operations, financial condition and cash flows of our Company.

face risks and uncertainty arising from the United Kingdom’s withdrawal from the European Union.

from the United Kingdom’s public referendum vote to exit from the European Union in June 2016, a withdrawal agreement was signed

by both the United Kingdom and European Union and formally ratified as of January 29, 2021.

In accordance with the terms of the agreement,

the terms of a trade and cooperation agreement were agreed between officials from the European Union and United Kingdom on December 31,

As with other businesses operating in the UK and Europe, the measures could potentially have corporate structural consequences,

adversely affect manufacturing and other costs, adversely change tax benefits or liabilities in these or other jurisdictions and could

disrupt some of the markets and jurisdictions in which we operate.

In addition, Brexit could lead to legal uncertainty and potentially

divergent national laws and regulations as the United Kingdom determines which European Union laws to replace or replicate.

the announcement of Brexit has caused significant volatility in global stock markets and currency exchange rate fluctuations, including

the strengthening of the USD against some foreign currencies, and the Brexit negotiations may continue to cause significant volatility.

The outcomes of these provisional and further trade deal negotiations also may create global economic uncertainty, which may cause customers

and potential customers to monitor their costs and reduce their budgets for products and services.

Any of these effects of Brexit, among

others, could materially adversely affect the business, business opportunities, results of operations, financial condition and cash flows

of our Company.

UNRESOLVED STAFF COMMENTS.

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 1A. Risk Factors