What changed in this filing

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Item 9A. Controls and Procedures

2024-04-15 compared with 2023-03-16 · 261 added, 2316 removed, 115 unchanged (96% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together, the “Certifying

Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures at December 31,

2022 were not effective, due to the material weaknesses described below.

In light of these material weaknesses, we performed additional analyses

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

Disclosure controls and procedures are designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together,

the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures

at December 31, 2023 were not effective, due to the material weaknesses described below.

of these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared

in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material

respects our financial position, results of operations, and cash flows for the periods presented.

Management’s Report on Internal Control

Over Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Management’s Report on Internal Control Over

Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Insofar as the Company is subject to Section 404(b) of SOX, this Annual

6 unchanged sentences

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our

(2) provide reasonable assurance

that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with U.S.

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

Internal control over financial reporting may not

prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or

compliance with the policies or procedures may deteriorate.

Management has assessed the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on the criteria

set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that assessment, our internal control over financial reporting at December 31, 2022 was not effective, based upon

the material weaknesses discussed below.

A material weakness is defined as a deficiency, or

combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

of Previously Reported Material Weakness

As previously disclosed in Item 9A of our Annual

Report on Form10-K for the year ended December 31, 2021, management identified a material weakness in internal control over financial

reporting relating to an ineffective risk assessment and response process (the “Risk Assessment and Response Material Weakness”).

Namely, the Company had not established an effective control environment due to the ineffective design and implementation of certain process

controls, including management review controls.

These controls pertain to accounting estimates, account reconciliations, and approval

processes of some of the Company’s significant accounts.

These deficiencies represented material weaknesses in the Company’s

internal control over financial reporting as there was a reasonable possibility that a material misstatement with respect to certain of

the Company’s significant accounts and disclosures would not be prevented or detected on a timely basis.

Factors contributing to

the Risk Assessment and Response Material Weakness included the fact that during 2021, the Company centralized all its finance functions

into one location and implemented a new Enterprise Resource Planning (“ERP”) system which went live much later in the year

than initially planned, as it had to be put on hold due to the impact that the COVID-19 pandemic had on the Company.

As a result, there

was insufficient time prior to year-end to implement or operate certain controls which were newly designed or re-designed as a result

of the impact of the ERP implementation.

The Company had also been without its Chief Financial Officer for a period of time due to illness,

which required a redistribution of roles and responsibilities, including those related to controls.

We have remediated this previously

reported Risk Assessment and Response Material Weakness by (1) establishing an executive steering committee to monitor the remediation

of the underlying control deficiencies, (2) hiring an additional SOX specialist in June 2022 to support the Chief Financial Officer and

Director of Finance, (3) increasing the use our outsourced SOX service provider to assist in all aspects of our SOX program, (4) providing

one-on-one training to control owners who are part of our broader accounting and operations teams on control execution and related documentation

and evidence, (5) re-mapping internal control over financial reporting to risks and financial statement assertions, (6) remediating previously

identified control gaps or deficient controls by implementing newly designed controls and/or enhancing the operation and/or underlying

evidence of existing controls, (7) expanding business process narratives with enhanced details of process flows and controls, and (8)

enhancing the documentation of the execution of management review controls.

The Company completed its testing of the effectiveness of

the remediated, newly designed, and re-designed controls and, other than those relating to the material weaknesses identified below, noted

no material control deficiencies.

As a result, management concluded that the Risk Assessment and Response Material Weakness was remediated

as of December 31, 2022.

Material Weaknesses and Remediation

has identified internal control deficiencies due to IT program and data changes affecting the Company’s financial IT applications

and underlying accounting records, not being identified, tested, authorized, and implemented appropriately to validate that data produced

by its relevant IT system(s) was complete and accurate.

Automated process-level controls and manual controls that are dependent upon

the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency

and there was not appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant

systems and data to the appropriate Company personnel.

Management has concluded that the likelihood that these deficient controls would

fail to prevent or detect a material misstatement is a reasonable possibility and rise to a material weakness in the aggregate.

is planning to remediate the design of segregation of duties incompatibilities during 2023 by changing access levels, and reviewers,

and updating policies.

Despite this deficiency, Management is not aware of any resulting financial statement misstatements and,

additionally, management has undertaken a retrospective analysis of 2022 transactions of individuals with such incompatibilities and

our analysis indicates that none of the changes made was incorrect or inappropriate.

Park Cash Collections

has identified a deficiency in one aspect of our cash collection process related to the completeness and accuracy (risk of understatement)

of our recording of cash collection amounts relating to our holiday park business in that the process for reviewing and approving cash

receipts was not consistently documented or implemented.

this deficiency, management is not aware of any resulting financial statement misstatements or cash count discrepancies and management

is planning to remediate the material weakness during 2023 by implementing new or enhanced controls around cash collections at holiday

has identified a deficiency related to the design and operation of the Company’s contract review and approval process in relation

to certain contract amendments.

this deficiency, Management is not aware of any resulting financial statement misstatements or inappropriate contract terms and management

is planning to remediate the material weakness during 2023 by implementing new or enhanced controls around contracting with customers,

specifically as it relates to contract amendments.

respect to each of the above, management has begun the remediation process, however the material weaknesses cannot be considered fully

remediated until it is demonstrated that the new or enhanced controls and other impacted or dependent controls have operated effectively

for a sufficient period of time.

in Internal Control Over Financial Reporting

for the changes noted above in connection with the initiatives to remediate material weaknesses, there have been no other changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

(1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit the preparation of consolidated financial statements in accordance with U.S.

GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets

that could have a material effect on the consolidated financial statements.

Management has assessed the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2023 based on the criteria set forth in 2013 by the Committee of Sponsoring

Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that assessment, our internal control over

financial reporting at December 31, 2023 was not effective, based upon the material weaknesses discussed below.

weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and

corrected on a timely basis.

Identified Material Weaknesses and Remediation

Risk Assessment and Controls Design and Accounting

Company has identified areas of material weakness in internal controls over financial reporting relating to an ineffective risk

assessment and appropriate design of controls process (the “Risk Assessment and Controls Design Material Weakness”) as

well as inadequate monitoring controls (the “Monitoring Controls Material Weakness”).

Namely, the Company had not

established an effective control environment due to not effectively identifying risks in the process and then had an ineffective

design and implementation of certain process controls including but not limiting the following areas:

(i) Preparation, review and

approval of account analyses, summaries and reconciliations;

(ii) documenting accounting policies and design procedures and controls

to ensure compliance with Company accounting policies and US GAAP;

(iii) review and approval of journal entries;

(iv) accuracy of

information input into and output from the financial reporting and accounting systems;

(v) accuracy and completeness of the

financial statement disclosures and presentations in accordance with GAAP.

The Company also did not maintain an effective program

for monitoring the design and operational effectiveness of internal controls over the financial close and reporting process

including identification, evaluation, and timely remediation of control deficiencies over financial reporting deficiencies

throughout interim and annual financial periods.

The above deficiencies represented material weaknesses in the Company’s

internal control over financial reporting as there was a reasonable possibility that a material misstatement with respect to certain

of the Company’s significant accounts and disclosures would not be prevented or detected.

Additionally, the Company has

identified a material weakness in Accounting and Reporting Competencies.

These controls relate to the Company’s Finance

function including individuals with public accounting and reporting experience, along with competency and training on U.S.

SEC reporting to ensure compliance with reporting requirements.

These controls represent a material weakness as there is a

reasonable possibility that without the appropriate level of knowledge, a material misstatement with respect to certain of the

Company’s significant accounts or disclosures could not be prevented or detected.

Factors contributing to these material weaknesses

included the acquisition of Novomatic UK Gaming Technology in October, 2019, which approximately doubled the size of the Company.

Finance and Accounting team was formed based on the acquisition with decentralized locations, processes, and technology.

and documentation were not reviewed and standardized across the departments in a timely manner following the acquisition.

Additionally,

sufficient personnel with U.S.

GAAP experience were not in place across the organization.

Management remediation for these material weaknesses

includes (1) effectiveness risk assessments along with development, enhancement and implementation of processes and controls in designated

areas to evaluate, record and report transactions according to U.S.

GAAP with supporting controls.

Risk and gap assessment has commenced

in all accounting areas to enhance 2024 SOX remediation program.

(2) Documentation of U.S.

GAAP accounting policies with corresponding

process flows and controls.

New policy documentation covering critical areas has been developed and new corresponding flows and controls

will be documented as part of 2024 SOX remediation program.

(3) Automation and monitoring of critical accounting transaction processing

and controls to facilitate compliance.

Key changes in the financial ERP have commenced and implementation of new revenue and lease systems

is commencing.

(4) Continued advisory support from outsourced technical accounting provider on significant and complex transactions and

introduction of new SOX provider to assist in implementation, (5) Recruitment in key accounting leadership roles of Chief Financial Officer

and Global Financial Controller, with U.S.

GAAP experience and Director of Audit, SOX and Accounting Policy.

Individuals in these roles

are in place with needed expertise (6) Training of accounting team in relevant U.S.

GAAP areas (7) establishment of monitoring procedures

for identification of control deficiencies over financial reporting throughout interim and annual financial periods.

Segregation of Duties

Management has identified internal control deficiencies

due to IT program and data changes affecting the Company’s financial IT applications and underlying accounting records, not being

identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT system(s) was complete

and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially

relevant systems were also determined to be ineffective, as a result of such deficiency and there was not appropriate segregation of duties

that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

Management has concluded that these deficient controls could fail to prevent or detect a material misstatement and as such rise to a material

weakness in the aggregate.

Management is planning to continue remediating the

design of segregation of duties during 2024 by changing access levels, and reviewers, and updating policies.

Despite this deficiency,

Management is not aware of any resulting financial statement misstatements and, additionally, management has undertaken a retrospective

analysis of 2023 transactions of individuals with such incompatibilities and our analysis indicates that none of the changes made was

incorrect or inappropriate.

With respect to all deficiencies identified above,

management has begun the remediation process, however the material weaknesses cannot be considered fully remediated until it is demonstrated

that the new or enhanced controls and other impacted or dependent controls have operated effectively for a sufficient period of time.

Changes in Internal Control Over Financial Reporting

Except for the changes noted above in connection

with the initiatives to remediate material weaknesses, there have been no other changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

7 unchanged sentences

of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness described in the

following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control

over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013)

In our opinion, because of the effect of the material weaknesses described in

the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal

control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

material weakness is a control deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

The following material weakness has been identified and included in “Management’s Annual Report

on Internal Control Over Financial Reporting”:

Company did not design and/or implement program change management and user access controls to ensure:

program and data changes affecting the Company’s financial IT applications & underlying accounting records, are identified,

tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems

were also determined to be ineffective as a result of such deficiency and appropriate segregation of duties that would adequately restrict

user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

Company has not designed an effective control related to the completeness and accuracy of cash collection amounts input to the Company’s

records in the Leisure Segment.

Company has not designed effective controls over the contract approval process relating to revenue contracts, including contracts involving

royalty rates.

The following material weaknesses have been identified and included in “Management’s Annual

Report on Internal Control Over Financial Reporting”:

Company’s change management and access controls were not designed and implemented effectively to ensure:

program and data changes affecting the Company’s financial IT applications and underlying accounting records are identified,

tested, authorized and implemented appropriately to validate that data produced by these IT applications were complete and accurate,

segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying

accounting records to the appropriate Company personnel.

to the pervasive nature of these deficiencies, automated process-level, and manual controls that are dependent upon the information

derived from such financially relevant applications were also determined to be ineffective.

process controls across all financial reporting and closing processes as well as controls relating to the application of accounting

policies and procedures were not effectively designed and implemented properly to address the risk of material misstatements, including

controls without proper segregation of duties between preparer and reviewer and key management review controls.

deficiencies represent material weaknesses in the Company’s internal control over financial reporting as there is a reasonable

1 unchanged sentence

or detected on a timely basis.

material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December

31, 2022 consolidated financial statements, and this report does not affect our report dated March 16, 2023 on those financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheets as of December 31, 2022 and 2022 and the related consolidated statements of operations and comprehensive

(loss) income, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2022 of the Company

and our report dated March 16, 2023 expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in

the accompanying “ Management Annual Report on Internal Control Over Financial Reporting”.

Our responsibility is to express

an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included

obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing

such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the December

31, 2023 consolidated financial statements, and this report does not affect our report on such financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(“PCAOB”), the Company’s consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated

statements of operations and comprehensive (loss) income, stockholders’ deficit and cash flows for each of the three years in

the period ended December 31, 2023 and our report is dated April 15, 2024 on those financial statements.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying “ Management Annual Report

on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could

have a material effect on the financial statements.

Because of the inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies

or procedures may deteriorate.

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that degree of compliance with the policies or procedures may deteriorate.

Other Information.

On April 12, 2024, the Company entered into a new employment agreement with Marilyn Jentzen, who was appointed to

the position of Interim Chief Financial Officer of the Company on December 20, 2023, which replaces her prior agreement with the Company

dated October 2, 2023.

Under the agreement, Ms.

Jentzen will be paid a salary of $17,500 per week effective April 8, 2024 for the remainder

of the term of her employment ending December 31, 2024.

Jentzen is employed “at will” with a notice period of 30 days.

Jentzen will receive certain relocation-related support for her assignment in the Company’s U.K.

offices, including a monthly supplement

of $3,600, as further described in the employment agreement which is included as Exhibit 10.19 to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

Meeting of Stockholders, which will be filed with the SEC.

If such proxy statement is not filed on or before May 1, 2023, the information

If such proxy statement is not filed on or before April 29, 2024, the information

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

2 unchanged sentences

Meeting of Stockholders, which will be filed with the SEC.

If such proxy statement is not filed on or before May 1, 2023, the information

If such proxy statement is not filed on or before April 29, 2024, the information

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

2 unchanged sentences

Meeting of Stockholders, which will be filed with the SEC.

If such proxy statement is not filed on or before May 1, 2023, the information

If such proxy statement is not filed on or before April 29, 2024, the information

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

2 unchanged sentences

Meeting of Stockholders, which will be filed with the SEC.

If such proxy statement is not filed on or before May 1, 2023, the information

If such proxy statement is not filed on or before April 29, 2024, the information

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

2 unchanged sentences

Meeting of Stockholders, which will be filed with the SEC.

If such proxy statement is not filed on or before May 1, 2023, the information

If such proxy statement is not filed on or before April 29, 2024, the information

called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

6 unchanged sentences

on page F-1 of this report.

listed on page 63.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021

Report of Independent Registered Public Accounting Firm PCAOB ID # 688

Consolidated Balance Sheets

Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Entertainment, Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Inspired Entertainment, Inc.

and Subsidiaries (the “Company”)

as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss (income), stockholders’

equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of

the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the Company’s internal control over financial reporting as of March 16, 2023, based on the criteria established in Internal Control -

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 , expressed

an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of

material weaknesses.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition – Use of IT Systems to track and invoice revenue and the determination of the various promises in the arrangement

of the Company’s revenue contracts with customers include multiple promises (such as hardware, software and maintenance, among

The Company is required to evaluate whether each promise represents a performance obligation.

The evaluation of whether promises

are both capable of being distinct in the context of a contract (and thus constitute performance obligations) can require significant

judgment and could change the amount of revenue recognized in a given period.

identified the determination of performance obligations for contracts with higher contract values as a critical audit matter because

of the judgments and estimates management makes to evaluate such contracts and the impact of such judgments on the amount of revenue

recognized in a given period.

This required a high degree of auditor judgment and an increased extent of testing.

the matter involved performing procedures and evaluation of audit evidence that included, among others

contract terms and conditions,

and assessing the methodology applied and testing the reliability and mathematical accuracy of the underlying data and calculations,

management’s identification of performance obligations by evaluating whether the promises were both capable of being distinct

and distinct within the context of the contract, including reading the selected contracts and inquiring of certain of the Company’s

accounting and operations personnel to understand the nature of the promises and how they are delivered to the customer, and

and concluding on the reasonableness of management’s judgments and estimates.

involved IT professionals with specialized skills and knowledge, who assisted in evaluating the sufficiency of the audit evidence obtained

IT controls and IT application controls for the relevant IT systems used to gather and process data,

transfer of information among the different systems used to gather the data, and

configuration and change management controls for the reports that were used from the various systems to determine the amount of revenue

Capitalization

of Internally and Externally Developed Software

The Company classifies software development costs

as either internal use software or external use software, any costs incurred during preliminary project stages are expensed as incurred;

direct costs incurred during the application development stages are capitalized;

and costs incurred during the post-implementation/operation

stages are expensed.

Once the software is placed in operation, the Company amortizes the capitalized cost of the software over its economic

useful life, which ranges from two to five years.

During the year ended December 31, 2022, the Company capitalized approximately $18,438,000

of software development costs.

identified the evaluation of the Company’s capitalization of internal direct labor costs as a critical audit matter.

inherent challenges in obtaining an understanding of the structure of systems and processes used to capture the large volumes of internal

direct labor data.

Furthermore, subjective judgement was required to evaluate the relevant data that was captured and aggregated, and

to assess the sufficiency of the audit evidence obtained.

primary procedures we performed to address this critical audit matter included the following.

We involved IT professionals with specialized

skills and knowledge, who assisted in evaluating the sufficiency of the audit evidence obtained related to:

IT controls and IT application controls for the relevant IT systems used to gather and process data,

transfer of information among the different systems used to gather the data, and

configuration and change management controls for the reports that were used from the various systems to determine the amount of internal

direct labor costs to capitalize.

addition, we evaluated, on a sample basis, the Company’s manual aggregation of information from various IT systems, to determine

the sufficiency of the audit evidence obtained, by:

the capital project codes to assess that the nature of the activity is capitalized in accordance with U.S.

generally accepted accounting

salary and wage information for capitalized internal direct labor costs to employee human resource documents and system profiles,

the hours of capitalized internal direct labor to the hours recorded to capital activities on the employees’ timesheets,

of employees and project managers as to the accuracy of the hours reflected as capital activities on the employee timesheets, and

the methodology used to determine the labor rates and comparing the cost types, dates incurred, and amounts of labor costs used to

derive the labor rates to data from the source systems.

have served as the Company’s auditor since 2016

ENTERTAINMENT, INC.

AND SUBSIDIARIES

BALANCE SHEETS

millions, except share data)

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Software development costs, net

Other acquired intangible assets subject to amortization, net

Operating lease right of use asset

Liabilities and Stockholders’ Deficit

Current liabilities

Accounts payable

Accrued expenses

Corporate tax and other current taxes payable

Deferred revenue, current

Operating lease liabilities

Other current liabilities

Current portion of finance lease liabilities

Total current liabilities

Long-term debt

Finance lease liabilities, net of current portion

Deferred revenue, net of current portion

Operating lease liabilities

Other long-term liabilities

Total liabilities

Commitments and contingencies

Stockholders’ deficit

Preferred stock;

$ 0.0001 par value;

1,000,000 shares authorized

Common stock;

$ 0.0001 par value;

49,000,000 shares authorized;

25,909,516 shares and 26,433,562 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Additional paid in capital

Accumulated other comprehensive income

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

millions, except share and per share data)

Product sales

Total revenue

Cost of sales:

Cost of service (1)

Cost of product sales

Selling, general and administrative expenses

Acquisition and integration related transaction expenses

Depreciation and amortization

Net operating income (loss)

Other expense

Interest expense, net

Change in fair value of warrant liability

Gain on disposal of business

Loss from equity method investee

Other finance income (expense)

Total other expense, net

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Change in fair value of hedging instrument

Reclassification of loss (gain) on hedging instrument to comprehensive income

Actuarial (losses) gains on pension plan

Other comprehensive income (loss)

Comprehensive income (loss)

Net income (loss) per common share – basic

Net income (loss) per common share – diluted

Weighted average number of shares outstanding during the year – basic

Weighted average number of shares outstanding during the year – diluted

Supplemental disclosure of stock-based compensation expense

Stock-based compensation included in:

Selling, general and administrative expenses

Excluding depreciation and amortization

accompanying notes are an integral part of these consolidated financial statements.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ DEFICIT

millions, except share data)

comprehensive

stockholders’

as of January 1, 2020

currency translation adjustments

losses on pension plan

in fair value of hedging instrument

Reclassification

of loss on hedging instrument to comprehensive income

issued in settlement of RSUs

issued under ESPP

compensation expense

as of December 31, 2020

currency translation adjustments

gains on pension plan

in fair value of hedging instrument

Reclassification

of loss on hedging instrument to comprehensive income

issued in settlement of RSUs

issued upon exercise of warrants

compensation expense

as of December 31, 2021

currency translation adjustments

losses on pension plan

Reclassification

of loss on hedging instrument to comprehensive income

issued in settlement of RSUs

of common stock

compensation expense

income (loss)

as of December 31, 2022

accompanying notes are an integral part of these consolidated financial statements.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

Amortization of right of use asset

Stock-based compensation expense

Impairment of investment in equity method investee

Unrealized transactional currency gain/loss on senior bank debt

Change in fair value of warrant liability

Reclassification of loss on hedging instrument to comprehensive income

Non-cash interest expense relating to senior debt

Changes in assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Corporate tax and other current taxes payable

Accounts payable

Deferred revenues and customer prepayment

Accrued expenses

Operating lease liabilities

Other long-term liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Purchases of property and equipment

Acquisition of subsidiary company assets

Purchases of capital software

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of long-term debt

Repurchase of common stock

Proceeds from exercise of warrants

Repayments of revolver and long-term debt, including exit premium

Payment of debt issuance costs

Cash paid in connection with terminated interest rate swaps

Repayments of finance leases

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash

Net increase in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow disclosures

Cash paid during the period for interest

Cash paid during the period for income taxes

Cash paid during the period for operating leases

Supplemental disclosure of noncash investing and financing activities

Additional paid in capital from net settlement of RSUs

Lease liabilities arising from obtaining right of use assets

Adjustment to customer relationships intangible asset arising from adjustment

to fair value of assets acquired

Adjustment to goodwill arising from adjustment to fair value of assets acquired

Property and equipment acquired through finance lease

Property and equipment transferred to inventory

Capitalized interest payments

Assets arising from asset retirement obligations

accompanying notes are an integral part of these consolidated financial statements.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

of Operations, Management’s Plans and Summary of Significant Accounting Policies

Description and Nature of Operations

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

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

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

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

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

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

Liquidity Plans

of December 31, 2022, the Company’s cash on hand was $ 25.0 million, and the Company had working capital in addition to cash of

$ 28.9 million.

The Company recorded net income of $ 22.3 million and net losses of $ 36.7 million and $ 32.4 million for the year ended December

31, 2022, 2021 and 2020, respectively.

Net income/losses include excess capital expenditure, excluding the acquisition of subsidiary

assets, over depreciation and amortization, of $ 2.2 million for the year ended December 31, 2022, and excess depreciation and amortization

over capital expenditure, excluding the acquisition of subsidiary assets, of $ 21.4 million and $ 22.4 million for the year ended December

31, 2021 and 2020, respectively, non-cash stock-based compensation of $ 10.8 million, $ 13.0 million and $ 4.8 million for the year ended

December 31, 2022, 2021 and 2020, respectively, and non-cash changes in fair value of warrant liability of $ 0.0 million, $ 0.9 million

gain and $ 3.2 million losses for the year ended December 31, 2022, 2021, and 2020, respectively.

Historically, the Company has generally

had positive cash flows from operating activities and has relied on a combination of cash flows provided by operations and the incurrence

of debt and/or the refinancing of existing debt to fund its obligations.

Cash flows provided by operations amounted to $ 34.7 million,

$ 6.2 million and $ 52.9 million for the year ended December 31, 2022, 2021 and 2020 respectively, with the change year on year due to

land based operations being subject to lockdown restrictions for part of the year ended December 31, 2021.

Working capital of $ 53.9 million

includes a non-cash settled item of $ 4.8 million of deferred income.

Management currently believes that, absent any long-term coronavirus

(“COVID-19”) impact (see below), the Company’s cash balances on hand, cash flows expected to be generated from operations,

ability to control and defer capital projects and amounts available from the Company’s external borrowings will be sufficient to

fund the Company’s net cash requirements through March 2024.

have been no COVID-19 restrictions in the United Kingdom since July 2021 and social distancing measures throughout Greece and Italy are

no longer in force as of the second quarter of 2022.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

of Presentation

accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

of Consolidation

monetary values set forth in these consolidated financial statements are in US Dollars (“USD”) unless otherwise stated herein.

The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries.

All intercompany

balances and transactions have been eliminated in consolidation.

Currency Translation

most of our operations, the British pound (“GBP”) is our functional currency.

Our reporting currency is the USD.

have operations where the local currency is the functional currency, including our operations in mainland Europe and North America.

and liabilities of foreign operations are translated at period-end rates of exchange, equity is translated at historical rates of exchange

and results of operations are translated at the average rates of exchange for the period.

Gains or losses resulting from translating

the foreign currency financial statements are recorded as a separate component of accumulated other comprehensive income in stockholders’

Gains or losses resulting from foreign currency transactions are included in Selling, general and administrative expenses, Interest

expense, net and Other finance (expense) income in the Consolidated Statement of Operations and Comprehensive Income (Loss).

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and judgments that

affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, management evaluates

these estimates, including those related to the revenue recognition for contracts involving software and non-software elements, allowance

for doubtful accounts, inventory reserve for net realizable value, currency swaps, valuation of hedging activities, goodwill and intangible

assets, useful lives of long-lived assets, stock-based compensation, valuation allowances on deferred taxes, warrant liability, pension

liability, commitments and contingencies and litigation, among others.

Management bases its estimates on historical experience and on

various other assumptions that are believed to be reasonable under the circumstances.

We regularly evaluate these significant factors

and make adjustments when facts and circumstances dictate.

Actual results may differ from these estimates.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

deposit cash with financial institutions that management believes are of high credit quality.

Substantially all of the

Company’s cash is held outside of the U.S.

Included within the cash balance of $ 25.0 million is $ 2.5 million of cash floats

held on site at holiday parks.

receivable are recorded at the invoiced amount and do not bear interest.

Our standard credit terms are net 30 to 60 days.

The allowance

for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable.

Changes in circumstances

relating to the collectability of accounts receivable may result in the need to increase or decrease our allowance for doubtful accounts

in the future.

We determine the allowance based on historical experience, current market trends, and our customers’ financial condition.

We continually review our allowance for doubtful accounts.

Past due balances and other higher risk amounts are reviewed individually

for collectability.

Account balances are charged against the allowance after all collection efforts have been exhausted and the potential

for recovery is considered remote.

certain contracts, the timing of our invoices does not coincide with revenue recognized under the contract.

We have unbilled accounts

receivable which represent revenue recorded in excess of amounts invoiced under the contract and generally become billable at contractually

specified dates.

These amounts consist primarily of revenue from our share of net winnings earned on a daily basis where the billing

period does not fall on the last day of the period.

We had $ 18.2 million and $ 17.4 million of unbilled accounts receivable as of December

31, 2022 and December 31, 2021, respectively.

consist primarily of component parts and related parts used in gaming terminals.

Inventories are stated at the lower of cost or net realizable

value, using the first-in-first-out method.

We determine the lower of cost or net realizable value of our inventory based on estimates

of potentially excess and obsolete inventories after considering historical and forecasted demand and average selling prices.

for gaming terminals and parts inventory is also subject to technological obsolescence.

Cost includes all direct costs and an appropriate

proportion of fixed and variable overheads.

and Equipment

and equipment are recorded at cost, and when placed into service, depreciated and amortized to their residual values using the straight-line

method over the estimated useful lives of the related assets as follows:

of Property and Equipment Estimated Useful Lives

of the useful life or the life of the lease

based gaming terminals

and machinery and fixtures and fittings

policy is to periodically review the estimated useful lives of our fixed assets.

We also assess the recoverability of long-lived assets

(or asset groups) whenever events or changes in circumstances indicate that the carrying amount of such an asset (or asset groups) may

not be recoverable.

and maintenance costs are expensed as incurred.

Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation

are written off and any resulting gain or loss is credited or charged to income.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Development Costs

classify software development costs as either internal use software or external use software.

We account for costs incurred to develop

internal use software in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software.

Consequently,

any costs incurred during preliminary project stages are expensed;

direct costs incurred during the application development stages are

and costs incurred during the post-implementation/operation stages are expensed.

Once the software is placed in operation,

we amortize the capitalized internal use software cost over its estimated economic useful life, which range from two to five years.

purchase, license and incur costs to develop external use software to be used in the products we sell or provide to customers.

are capitalized under ASC 985-20, Costs of Software to Be Sold Leased or Marketed.

Costs incurred in creating software are expensed when

incurred as Selling, General and Administrative Expenses until technological feasibility has been established, after which costs are

capitalized up to the date the software is available for general release to customers.

We capitalize the payments made for software that

we purchase or license for use in our products that has previously met the technological feasibility criteria prior to our purchase or

Annual amortization of capitalized external use software development costs is recorded over the estimated economic life, which

is two to five years.

and development costs are expensed as incurred, with the exception of research and development related primarily to software product

development costs, which is expensed until technological feasibility has been established.

Total research and development costs

amounted to $ 16.1

million, $ 13.8

million and $ 15.0

million in the years ended December 31, 2022, 2021 and 2020, respectively.

Research and development costs amounting to $ 1.5

million, $ 3.1

million and $ 3.9

million were expensed to Selling, general and administrative expenses during the year ended December 31, 2022, 2021 and 2020,

respectively.

Research and development costs amounting to $ 14.6

million, $ 10.7

million and $ 11.1

million were capitalized during the year ended December 31, 2022, 2021 and 2020, respectively.

Employee related costs associated

with related product development are included in Selling, general and administrative expenses in the Consolidated Statement of

Operations and Comprehensive Income (Loss).

and Other Acquired Intangible Assets

principal acquired intangible assets relate to goodwill, trademarks and customer relationships.

Goodwill represents the excess purchase

price over the fair value of the identifiable net assets acquired in a business combination.

Trademarks and customer relationships were

originally recorded at their fair values in connection with business combinations, and increased in 2021 due to the acquisition of 100 %

of the membership interests of Sportech Lotteries, LLC (see Note 2).

and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.

Intangible assets with finite lives are amortized on a straight-line basis over three to thirteen years to their estimated residual values

and reviewed for impairment.

Factors considered when assigning useful lives include legal, regulatory and contractual provisions, product

obsolescence, demand, competition and other economic factors.

of Goodwill and Long-Lived Assets

test for goodwill impairment at least annually on the last day of our fiscal period, and whenever other facts and circumstances indicate

that the carrying value may not be recoverable.

For goodwill impairment evaluations, we first make a qualitative assessment to determine

if goodwill is likely to be impaired.

If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying

value, we then compare the fair value of the reporting unit to its respective carrying amount.

Goodwill is carried, and therefore tested,

at the reporting unit level.

We have four segments which are considered to represent reporting units, Gaming, Virtual Sports, Interactive

and Leisure, as detailed in Note 27.

If the fair value of the reporting unit is less than its carrying amount, the amount of the impairment

loss, if any, will be measured by comparing the implied fair value of goodwill to its carrying amount and would be charged to operations

as an impairment loss.

A mixture of qualitative and quantitative tests were carried out as of December 31, 2022 and 2021 and no impairment

was required at any of these dates.

assess the recoverability of long-lived assets and intangible assets with finite useful lives whenever events arise or circumstances

change that indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets (or asset groups) to

be held and used is measured by a comparison of the carrying amount of the asset (or asset group) to the expected net future undiscounted

cash flows to be generated by that asset (or asset group) or, for identifiable intangibles with finite useful lives, by determining whether

the amortization of the intangible asset balance over its remaining life can be recovered through expected net future undiscounted cash

The amount of impairment of other long-lived assets and intangible assets with finite lives is measured by the amount by which

the carrying amount of the asset exceeds the fair market value of the asset.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Method Investment

investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation,

the Company uses the equity method of accounting.

On October 1, 2019, the Company acquired a 40 % noncontrolling interest in Innov8 Gaming

Limited in connection with the Acquisition (see Note 2), and in April 2020 this interest was disposed of.

The value of the Company’s

equity method investment was $ 0.7 million as of December 31, 2019, and was impaired to $Nil in March 2020 prior to disposal.

The Company’s

share of earnings from its equity method investee, including the impairment, is presented in Loss from equity method investee in the

Consolidated Statement of Operations and Comprehensive Income (Loss).

Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying

amounts of such investment may not be recoverable.

The difference between the carrying value of the equity method investment and its

estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary.

Since April 2020, the

Company has had no equity method investments and has therefore recognized no impairments.

Revenue and Deferred Cost of Sales

revenue arises from the timing differences between the shipment or installation of gaming terminals and systems products and the satisfaction

of all revenue recognition criteria consistent with our revenue recognition policy, as well as prepayment of contracts which are recognized

ratably over a service period, such as maintenance or licensing fees.

Deferred cost of sales, recorded as prepaid expenses and other

assets, consists of the direct costs associated with the manufacture of gaming equipment and systems products for which revenue has been

Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred

revenue in current liabilities.

Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date

are classified as deferred revenue, net of current portion.

Issuance Costs

issuance costs incurred in connection with the Company’s debt are capitalized and amortized as interest expense over the term of

the related debt.

The Company presents debt issuance costs as a reduction from the carrying amount of debt.

Only costs that are wholly

attributable to obtaining the related debt finance are treated as debt issuance costs.

Any other costs are expensed to the Consolidated

Statement of Operations and Comprehensive Income (Loss) as part of Acquisition and integration related transaction expenses.

Company is subject to Value Added Tax (“VAT”) in some locations.

The amount of VAT liability is determined by applying the

applicable tax rate to the invoiced amount of goods and services sold less VAT paid on purchases made with the relevant supporting invoices.

VAT is collected from customers by the Company on behalf of the tax authorities and is therefore not charged to the Consolidated Statement

of Operations and Comprehensive Income (Loss).

Stock Purchase Warrants and Derivative Financial Instruments

Company reviews any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date

and classifies them on the consolidated balance sheet as:

if they (i) require physical settlement (full or net-share settlement), or (ii) gives the Company a choice of net-cash settlement

or physical settlement in its own shares (full or net shares), or

or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs

and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement

in shares (full physical settlement or net-share settlement).

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

each reporting date, the Company determines whether a change in classification between assets and liabilities is required.

the year ending December 31, 2021, (i) an aggregate of 2,651,129 shares of common stock were issued pursuant to the exercise of 5,302,258

Public Warrants and (ii) an aggregate of 1,027,836 shares of common stock were issued pursuant to the exercise (on a cashless basis)

of 9,049,230 Private Warrants.

There were no warrants outstanding as of December 31, 2021 or December 31, 2022.

December 31, 2020, the Company considered that the warrants did not meet the criteria for equity classification and must be recorded

as liabilities.

As the warrants met the definition of a derivative as contemplated in ASC 815, the warrants were measured at fair value

at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in

the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period of change.

time to time we enter into foreign currency forward contracts to mitigate the risk associated with cash payments required to be made

in non-functional currencies or to mitigate the risk associated with cash to be received in non-functional currencies.

Policy for Derivative Instruments and Hedging Activities

ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities

with the intent to provide users of financial statements with an enhanced understanding of:

(a) how and why an entity uses derivative

instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and

related hedged items affect an entity’s financial position, financial performance, and cash flows.

Further, qualitative disclosures

are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about

the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative

required by ASC 815, the Company records all derivatives on the balance sheet at fair value.

The accounting for changes in the fair value

of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging

relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment

attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Derivatives designated and qualifying

as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash

Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition

of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the

earnings effect of the hedged forecasted transactions in a cash flow hedge.

The Company may enter into derivative contracts that are

intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge

accordance with the FASB’s fair value measurement guidance in ASU 2011-04, “Fair Value Measurements,” the Company made

an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements

on a net basis by counterparty portfolio.

ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods

and services, to a customer.

Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised

goods or services.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive

in exchange for goods or services.

Under the standard, a contract’s transaction price is allocated to each distinct performance

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company

performs the following five steps:

the contracts with a customer;

the performance obligations within the contract, including whether they are distinct and capable of being distinct in the context

of the contract;

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when, or as, the Company satisfies each performance obligation.

1 – Identify the contract

Company identifies contracts with its customers when all parties have approved the contract and are committed to perform their respective

obligations, when each party’s rights and the payment terms regarding the goods or services to be transferred can be identified.

The contract must also have commercial substance, and it must be probable that the Company will collect the consideration to which it

will be entitled.

entered into at or near the same time with the same customer or related parties of the customer are accounted for as one contract if

any of the following criteria are met:

were negotiated as a single commercial package (including whether a contract would be loss-making without taking into account the

consideration received under another contract)

Consideration

in one contract depends on the other contract

or services (or some of the goods or services) are a single performance obligation.

2 – Identify performance obligations

obligations are identified by considering whether a good or service is distinct.

The Company considers a good or service to be distinct

only when the customer can benefit from it either on its own or together with other resources that are readily available, and when the

promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Company applies the series guidance to its performance obligations where the following criteria apply:

distinct good or service in the series meets the criteria to be a performance obligation satisfied over time.

same method would be used to measure progress toward complete satisfaction of the performance obligation to transfer each distinct

good or service in the series to the customer.

3 – Determine the transaction price

Company considers all amounts to which it has rights in exchange for the goods or services transferred in determining the transaction

This includes fixed and variable consideration.

Typically, consideration is stated in the contract with the customer.

Company assesses usage-based fees to determine whether they qualify as variable consideration.

It also considers the impact of any liquidated

damages clauses or service level agreements.

the Company’s performance obligations are determined to be a series, variable consideration is not estimated upfront in accordance

with the exception allowed by ASC 606.

non-refundable upfront fees are included in the Company’s contracts with customer, the Company considers whether or not they represent

payment for a transferred good or service.

Where they represent payment for future goods or services, the Company further considers whether

they represent a material right.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

4 – Allocate the transaction price

Company allocates a transaction price to each performance obligation based on the relative standalone selling prices of the goods or

services being provided.

Where a contract includes multiple performance obligations, the Company determines the standalone selling price

at contract inception of the distinct good or service underlying each performance obligation in the contract and allocates the transaction

price in proportion to those standalone selling prices.

Where possible, the Company uses the price charged for the good or service to

other customers in similar circumstances as evidence of standalone selling price.

Where this is not possible, the standalone selling

price is estimated by experienced management using the best available judgement.

respect to performance obligations that are considered to be a series, where appropriate and where the required criteria are met, variable

consideration is allocated entirely to a distinct good or service that is part of a series.

5 – Recognize revenue

Company recognizes revenue over time for performance obligations that meet one of the following criteria:

customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs.

Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced.

Company’s performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right

to payment for performance completed to date

for the Company’s remaining performance obligations that do not meet one of the above criteria is recognized at the point at which

the customer obtains control of the good or service.

from Gaming terminals, access to our content and platform, including electronic table gaming products is recognized in accordance with

the criteria set forth in ASC 606 and is usually based upon a contracted percentage of the operator’s net winnings from the terminals’

Where this is not the case, including in the case of maintenance only contracts on self-serve betting terminals, revenue is

based upon a fixed daily or weekly usage fee.

We recognize revenue from these arrangements in accordance with the series guidance over

time on a daily basis over the term of the arrangement, or when not specified over the expected customer relationship period.

obligations under these arrangements may include the delivery and installation of our terminals for use over a term, as well as service

obligations related to terminal repairs and server based content and maintenance.

Consideration with respect to these performance obligations

typically takes the form of usage based fees, billed at the end of a set period (usually monthly) and due typically 30 days from the

date of the invoice.

sales take the form of a transfer of ownership of our developed gaming terminals, and are recognized as Product Sales at a point in time

upon such time as control passes to the customer as they are considered to meet the required criteria to be considered distinct.

Payment for terminal sales is typically

due a set number of days after delivery.

arrangements typically include service level agreements, consisting of a specified amount of ‘uptime’ with financial penalties

for breaches in excess of specified levels.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Sports Revenue

from licensing of our gaming software is recognized in accordance with the criteria set forth in ASC 606.

Virtual sports retail revenue,

which includes the provision of virtual sports content and services to retail betting outlets, and virtual sports online revenue, which

includes the provision of virtual sports content and services to mobile operators, is usually based upon a contracted percentage of the

operator’s net winnings or, occasionally, a fixed rental fee.

We recognize revenue for these fees over time on a daily or weekly

basis over the term of the arrangement, or, where appropriate when the contracted percentages vary prospectively with total operator’s

net winnings generated, we estimate the amount of variable consideration to which we will be entitled, up to and including the date at

which the contracted percentages reset, and recognize this estimated consideration over time.

Consideration with respect to these performance

obligations typically takes the form of usage based fees, billed at the end of a set period (usually monthly) and due typically 30 days

from the date of the invoice.

arrangements also may include a perpetual license billed up front, granted to the customer for access to our gaming platform and content.

As these up front bills represent payment for future services, revenue from the licensing of perpetual licenses is recognized ratably

over time, or when not specified, over the expected customer relationship period.

Upfront fees are normally billed upon signing of the

relevant agreement, and become due and payable at set times thereafter.

from the development of bespoke games licensed on a perpetual basis to mobile and online operators is recognized at a point in time on

delivery and acceptance by the customer.

We have no ongoing service obligations subsequent to customer acceptance of our bespoke games,

and they meet the criteria to be considered as distinct.

Payment for bespoke games is typically due a set number of days after delivery.

Sports arrangements may include service level agreements, consisting of a specified amount of ‘uptime’ with financial penalties

for breaches in excess of specified levels.

revenue, which includes slot and table game offerings from our Gaming segment, as well as interactive-only content, via our remote gaming

servers, is based upon a contracted percentage of the operator’s net winnings or a fixed rental fee.

We recognize revenue for these

fees over time on a daily or weekly basis over the term of the arrangement, or, where appropriate when the contracted percentages vary

prospectively with total operator’s net winnings generated, we estimate the amount of variable consideration to which we will be

entitled, up to and including the date at which the contracted percentages reset, and recognize this estimated consideration over time.

Consideration with respect to these performance obligations typically takes the form of usage based fees, billed at the end of a set

period (usually monthly) and due typically 30 days from the date of the invoice.

Leisure segment earns revenue from providing gaming machine terminals and amusement machine terminals to pubs, holiday resorts and amusement

arcades, both standalone and within motorway service stations.

Revenue from these activities is based upon a contracted percentage of

the operator’s net winnings from the terminals’ daily use, or a fixed daily or weekly rental fee.

jointly operate arcades within holiday resorts with the resort owners.

Revenue is based on a contractually agreed share of takings.

also wholly operate a number of gaming arcades within certain motorway service stations.

recognize revenue from these arrangements, in accordance with the series guidance as set forth in ASC 606, over time over the term of

the arrangement, or when not specified over the expected customer relationship period.

All revenue is recognized in the period that the

machine cash collections occur, with adjustments to account for the movement of income uncollected in the specific period.

obligations under these arrangements may include the delivery and installation of our terminals for use over a term, as well as service

obligations related to terminal repairs and content and maintenance.

Consideration with respect to these performance obligations typically

takes the form of usage based fees, billed at the end of a set period (usually monthly) and due typically 30 days from the date of the

also provide terminal and spares management services to third parties, including customers.

Revenue in respect to these services takes

the form of fixed fee, either per machine or per time period, and is recognized at the point in time when control transfers to the customer,

which is normally upon delivery and acceptance by the customer, or at the point that services are rendered.

This revenue is recognized

as Service Revenue when included as part of a larger performance obligation, and as Product Sales when it is offered as a separate distinct

performance obligation.

Revenue is invoiced in arrears and settled within 30 days.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Disaggregation

on disaggregation of revenue is included in Note 26, “Segment Reporting and Geographic Information.”

and Handling Costs

and handling costs for products sales and terminals related to subscription services are included in cost of sales, excluding depreciation

and amortization for all periods presented.

Payment Arrangements

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC

ASC 718 requires generally that all equity awards be accounted for at their “fair value.” This fair value is

measured on the grant date for stock-settled awards..

Fair value is equal to the underlying value of the stock for “full-value”

awards such as restricted stock and restricted stock units that have time vesting conditions, and stock options and performance shares

that have market conditions are valued using an option-pricing model with traditional inputs for “appreciation” awards.

equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to

vest, or in the period of grant for awards that vest immediately and have no future service condition.

The Company accounts for forfeitures as they occur.

For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not

satisfied and the award is forfeited.

modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification.

The incremental

cost is charged over the estimated derived service period.

taxes are accounted for under the asset and liability method.

Our provision for income taxes is principally based on current period income

(loss), changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions.

We estimate current

tax expense and assess temporary differences resulting from differing treatments of items for tax and accounting purposes using enacted

tax rates in effect for each taxing jurisdiction in which we operate for the period in which those temporary differences are expected

to be recovered or settled.

These differences result in deferred tax assets and liabilities.

Our total deferred tax assets are principally

comprised of depreciation and net operating loss carry forwards.

management judgment is required to assess the likelihood that deferred tax assets will be recovered from future taxable income.

the realizability of these deferred tax assets, management considers whether it is more likely than not that some portion or all of the

deferred tax assets will be realized.

Management makes this assessment on a jurisdiction by jurisdiction basis considering the historical

trend of taxable losses, projected future taxable income and the reversal of deferred tax liabilities.

evaluate income tax uncertainties, assess the probability of the ultimate settlement with the applicable taxing authority and records

an amount based on that assessment.

Interest and penalties, if any, associated with uncertain tax positions are included in income tax

Comprehensive

include and separately classify in comprehensive loss unrealized gains and losses and hedges from our foreign currency translation adjustments,

gains or losses associated with pension or other post-retirement benefits, prior service costs or credits associated with pension or

other post-retirement benefits and transition assets or obligations associated with pension or other post-retirement benefits.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

determine if an arrangement is a lease at inception of the arrangement.

Once it is determined that an arrangement is, or contains, a

lease, that determination should only be reassessed if the legal arrangement is modified.

Changes to assumptions such as market-based

factors do not trigger a reassessment.

Determining whether a contract contains a lease requires judgement.

In general, arrangements are

considered to be a lease when all of the following apply:

conveys the right to control the use of an identified asset for a period of time in exchange for consideration;

have substantially all economic benefits from the use of the asset;

can direct the use of the identified asset.

terms of a lease arrangement determine how a lease is classified and the resulting income statement recognition.

When the terms of a

lease effectively transfer control of the underlying asset, the lease represents an in substance financed purchase (sale) of an asset

and the lease is classified as a finance lease by the lessee and a sales-type lease by the lessor.

When a lease does not effectively

transfer control of the underlying asset to the lessee, but the lessor obtains a guarantee for the value of the asset from a third party,

the lessor would classify a lease as a direct financing lease.

All other leases are classified as operating leases.

a lease contains more than one component, the consideration in the contract is allocated on a relative standalone price basis to the

separate lease components and the non-lease components.

– the Company as lessee

assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement

As our operating leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available

on the date that we adopted Topic 842, January 1, 2019 or commencement date, if later, in determining the present value of future payments.

Finance leases are included using the rate implicit in the lease.

The lease ROU asset includes any lease payment made and initial direct

costs incurred.

Our operating lease terms may include options to extend or terminate the lease which are included in the measurement

of the ROU assets and lease liabilities when it is reasonably certain that we will exercise that option.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term.

Finance lease assets are

amortized straight-line over their useful life where the lease transfers ownership of the underlying asset, or to the earlier of the

end of the useful life of the asset and the end of the lease term where ownership is not transferred.

Interest on finance leases is recognized

as the amount that results in a constant periodic discount rate on the remaining balance of the liability.

have operating lease agreements with lease and non-lease components.

The Company did not make the election to treat the lease and non-lease

components as a single component and considers the non-lease components as a separate unit of account.

Company has elected not to apply the recognition requirements of ASC 842 to short-term operating leases.

We recognize the lease payments

for short-term leases on a straight-line basis over the lease term and variable lease payments in the period in which the obligation

for those payments is incurred

– the Company as lessor

Company’s lease arrangements are a mixture of sales-type leases and operating leases.

lease receivables are recognized based on the net investment in the lease, at the present value of future minimum lease payments receivable

over the lease term, plus any guaranteed residual value of the underlying asset, at the commencement date.

discount rate used in determining the present value of the future minimum lease payments is the rate implicit in the lease.

This is calculated

using the fair value of the underlying asset and the present value of any unguaranteed residual value.

underlying asset is derecognized at the point of inception and a selling profit is recognized at lease commencement.

Subsequent interest

income is recognized over the term of the lease, at an amount that produces a constant periodic discount rate on the remaining balance

of the net investment in the lease.

operating leases, we continue to recognize the underlying asset.

Lease income is recognized on a straight-line basis over the lease term.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Issued Accounting Standards

June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses

on Financial Instruments” (“ASU 2016-13”).

In November 2018, the FASB issued ASU 2018-19, “Codification Improvements

to Topic 326, Financial Instruments - Credit Losses” (“ASU 2018-19”) and in November 2019, the FASB issued ASU 2019-11,

“Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2019-11”).

affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash.

2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets.

The guidance will be

effective beginning on January 1, 2023, including interim periods within that year and requires a modified retrospective transition approach

through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.

Under the modified retrospective

method of adoption, prior year reported results are not restated.

We have evaluated the effect of this guidance and the adoption of ASU

2016-13 is not expected to have a material impact on the Company’s financial statement presentation or disclosures.

October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers” (“ASU 2021-08”).

ASU 2021-08 requires that an acquiring entity recognizes

and measures contract assets and liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date,

an acquirer should account for the related revenue contracts as if it had originated the contracts.

The guidance will be effective beginning

on January 1, 2023, including interim periods within that year, and should be applied prospectively to business combinations occurring

on or after the effective date.

The adoption of ASU 2021-08 will not have a material impact on the Company’s financial statement

presentation or disclosures.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2021 AND 2020, AND FOR THE YEARS ENDED

31, 2021, 2020 AND 2019

and Disposals

January 2022, the Company sold its Italian VLT business, including all terminal and other assets, staff costs and facilities and contracts,

to a non-connected party for total proceeds of € 1.1 million ($ 1.2 million), recognizing a profit on disposal of € 0.8 million

($ 0.9 million).

The Company continues to serve these Italian markets in the form of the provision of platform and games.

December 31, 2021, the Company acquired 100 % of the membership interests of Sportech Lotteries, LLC, which has since been renamed Inspired

Entertainment Lotteries, LLC.

The Company concluded that Inspired Entertainment Lotteries, LLC’s contract with its only customer

represented substantially all of the fair value of the gross assets acquired and, in accordance with ASC 805, determined that the asset

set did not comprise a business.

The Company therefore applied asset acquisition accounting to the transaction, and recorded the acquisition

of the customer contract as an intangible asset in the amount of $ 12.3 million.

The intangible asset will be amortized over its remaining

useful life of 13.2 years.

the year ended December 31, 2022, as a result of revisions made to management’s preliminary assessments, the Company recognized

an additional $ 0.9 million long-term receivable related to Inspired Entertainment Lotteries, LLC, and reduced the value of the customer

contract intangible asset accordingly.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

receivable consist of the following:

of Accounts Receivable

(in millions)

Trade receivables

long-term receivable recorded in other

Finance lease receivables

Allowance for doubtful

accounts receivable, net

in the allowance for doubtful accounts are as follows:

of Changes in Allowance for Doubtful Accounts

(in millions)

Beginning balance

Additional provision for doubtful accounts

Foreign currency translation

Ending balance

consists of the following:

(in millions)

Component parts

Work in progress

Finished goods

parts include parts for gaming terminals.

Included in inventory are reserves for excess and slow-moving inventory of $ 2.5 million and

$ 2.0 million as of December 31, 2022 and 2021, respectively.

Our finished goods inventory primarily consists of gaming terminals which

are ready for sale.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Expenses and Other Assets

expenses and other assets consist of the following:

of Prepaid Expenses and Other Assets

(in millions)

Prepaid expenses and other assets

Unbilled accounts receivable

Corporate tax and other current taxes receivable

prepaid expenses and other assets

and Equipment, net

of Property and Equipment

(in millions)

Short-term leasehold property

Server based gaming terminals

Computer equipment

Plant and machinery

Property and equipment, gross

accumulated depreciation

and amortization

Property and equipment,

expense amounted to $ 21.6 million, $ 25.9 million and $ 29.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Development Costs, net

development costs, net consisted of the following:

of Software Development Costs

(in millions)

Software development costs

accumulated amortization

Software development

the years ended December 31, 2022 and 2021, the Company capitalized $ 18.5 million and $ 13.6 million of software development costs, respectively.

Amounts in the above table include $ 3.4 million and $ 2.2 million of internal use software as of December 31, 2022 and 2021, respectively.

total amount of software costs amortized was $ 14.0 million, $ 20.0 million and $ 20.0 million for the years ended December 31, 2022, 2021,

and 2020, respectively.

Software costs written down to net realizable value amounted to $ 0.4 million, $ 0.2 million and $ 0.0 million for

the years ended December 31, 2022, 2021 and 2020, respectively.

The weighted average amortization period was 3.4 years, 3.3 years and

3.2 years for the years ended December 31, 2022, 2021 and 2020, respectively.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

estimated software amortization expense for the years ending December 31 are as follows:

of Estimated Software Amortization Expense

ending December 31, (in millions)

Assets and Goodwill

following tables present certain information regarding our intangible assets.

Amortizable intangible assets are being amortized on a

straight-line basis over their estimated useful lives of ten to thirteen years with no estimated residual values, which materially approximates

the expected pattern of use.

of Intangible Assets

(in millions)

Customer relationships

Intangible assets, gross

accumulated amortization

Intangible assets, net

intangible asset amortization expense amounted to $ 1.6 million, $ 0.9 million and $ 2.4 million for the years ended December 31, 2022,

2021 and 2020, respectively.

estimated intangible asset amortization expense for the years ending December 31 are as follows:

of Estimated Intangible Asset Amortization Expense

ending December 31, (in millions)

is summarized as follows:

(in millions)

Balance at beginning of period

Foreign currency translation adjustments

Ending balance

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

assets consist of the following:

of Other Assets

(in millions)

Long term finance lease receivable

Pension asset

Long term receivables

Long term prepaid expenses

and other assets

expenses consist of the following:

of Accrued Expenses

(in millions)

Payroll and related costs

Cost of sales including inventory

Non-current asset costs

Interest payable - cash

Selling, general and administrative costs

Tax and professional fees

Asset retirement obligations and other property

related costs

Other creditors

Accrued expenses, net

analysis of the prior year expenses has been recharacterized to ensure consistency with the current year categorization.

The recharacterization

has no impact on the previously reported total accrued expenses as of December 31, 2021.

Liabilities and Other Disclosures

following table summarizes contract related balances:

of Contract Related Balances

(in millions)

At December 31, 2022

At December 31, 2021

At December 31, 2020

recognized that was included in the deferred income balance at the beginning of the period amounted to $ 7.9 million, $ 10.9 million and

$ 10.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

liabilities consist of the following:

of Other Liabilities

(in millions)

Customer prepayments and deposits

Foreign exchange contract

other liabilities, current

Asset retirement obligations

Other creditors

Pension liability

other liabilities, long-term

Total other liabilities

Term and Other Debt

Secured Notes

May 20, 2021, Inspired Entertainment (Financing) PLC, a wholly owned subsidiary of the Company, issued £ 235.0 million ($ 282.9 million,

as translated at December 31, 2022) aggregate principal amount of its 7.875 % senior secured notes due 2026 (the “Senior Secured

The Senior Secured Notes bear interest at a rate of 7.875 % per annum and mature on June 1, 2026 .

Interest is payable on

the Senior Secured Notes on June 1 and December 1 of each year, commencing on December 1, 2021

Senior Secured Notes and related guarantees were issued under an indenture (the “Indenture”), among Inspired Entertainment

(Financing) PLC, as issuer, the Company and certain English and U.S.

subsidiaries of the Company, as guarantors (collectively and together

with the Company, the “Guarantors”), GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited, as security agent

and GLAS Trust Company LLC as paying agent, transfer agent and registrar.

The terms of the Senior Secured Notes and related guarantees

are governed by the Indenture.

Senior Secured Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and

several basis.

The Senior Secured Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority

basis by substantially all assets of the Guarantors and all claims of the Inspired Entertainment (Financing) PLC under an intercompany

loan to Gaming Acquisitions Limited, a private limited liability company incorporated under the laws of England and Wales and an indirect

wholly-owned subsidiary of the Company (“GAL”), of the proceeds of the offering of the Senior Secured Notes.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Indenture 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.

Entertainment (Financing) PLC may redeem the Senior Secured Notes, in whole or in part, at any time and from time to time prior to June

1, 2023, at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium as set forth in

the Indenture and form of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Inspired Entertainment (Financing) PLC may also redeem the Senior Secured Notes, in whole or in part, at any time and from time to time

on or after June 1, 2023, at the redemption prices set forth in the Indenture and form of the Senior Secured Notes, plus accrued and

unpaid interest, if any, to, but excluding, the redemption date.

In addition, at any time prior to June 1, 2023, Inspired Entertainment

(Financing) PLC may redeem up to 40% of the original aggregate principal amount of the Senior Secured Notes with the net cash proceeds

of one or more equity offerings, as described in the Indenture, at a redemption price equal to 107.875% of the principal amount thereof,

plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time prior to June 1, 2023, Inspired Entertainment

(Financing) PLC may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes within each 12-month period at a redemption

price equal to 103% of the aggregate principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but

excluding, the redemption date.

Credit Facility

connection with the issuance of the Senior Secured Notes on May 20, 2021, the Company and certain of our direct and indirect wholly-owned

subsidiaries, entered into a Super Senior Revolving Credit Facility Agreement (the “RCF Agreement”) with Global Loan Agency

Services Limited, as agent, Barclays Bank plc (“Barclays”) and Macquarie Corporate Holdings Pty Limited (UK Branch) (“Macquarie

UK” and together with Barclays, the “Arrangers”) as arrangers and each lender party thereto (the “Lenders”),

pursuant to which the Lenders agreed to provide, subject to certain conditions, a secured revolving facility loan in an original principal

amount of £ 20 million ($ 24.1 million) under which certain of our subsidiaries are able to draw funds (the “RCF Loan”).

The RCF Loans will terminate on November 20, 2025.

funding of the RCF Loan is subject to customary conditions set forth in the RCF Agreement.

The undrawn commitment of each Lender under

the RCF Loan will automatically terminate, unless previously terminated by the Company, on October 20, 2025.

RCF Loans will bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR (or, on and after December

31, 2021, SOFR) for borrowings in dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based

on the Company’s consolidated senior secured net leverage ratio) ranging from 4.25 % to 4.75 % per annum.

With respect to the RCF

Loan, a commitment fee of 30 % of the then applicable margin is payable at any time on any unutilized portion of the RCF Loan.

RCF Agreement 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.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

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, 2021, 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 income (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.

Agreement does not include a minimum interest coverage ratio or other financial covenants.

outstanding principal amount of each advance under the RCF Loans 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 RCF Agreement,

with a final repayment on November 20, 2025 .

of Prior Financing

Company’s previous debt consisted of two tranches of senior secured term loans in a principal amount of £ 145.8 million ($ 175.5

million) with a cash interest rate of 8.25 % plus 3-month LIBOR and € 93.1 million ($ 99.4 million) with a cash interest rate of 7.75 %

plus 3-month EURIBOR, respectively and a secured revolving facility loan in a principal amount of £ 20.0 million ($ 24.1 million)

with a cash interest rate on any utilization of 6.50% plus 3-month LIBOR (the “Prior Financing”)..

connection with the issuance of the Senior Secured Notes and the entry into the RCF Agreement, on May 20, 2021, the Prior Financing was

repaid in full and the senior facilities agreement (dated September 27, 2019, as amended and restated on June 25, 2020, (the “Prior

SFA) see below) relating to the Prior Financing was terminated.

No prepayment premium applied to the repayment (although customary break

cost provisions applied).

Debt fees of $ 14.4 million were expensed to the Consolidated Statements of Operations and Consolidated Income (Loss)

within Interest Expense as part of the repayment.

In addition, on May 19, 2021, we terminated the interest rate swaps relating to the

Prior Financing and applicable termination fees were settled on May 20, 2021 (see Note 14).

Facilities Agreement

Company’s Prior SFA (which was with Lucid Agency Services Limited, as agent, Nomura International plc and Macquarie Corporate Holdings

Pty Limited (UK Branch) as arrangers and/or bookrunners) was entered into in connection with the Company’s acquisition of the Gaming

Technology Group of Novomatic UK Ltd on October 1, 2019, and, provided for, subject to certain conditions, two tranches of senior secured

term loans, in an original principal amount of £ 140.0 million ($ 168.6 million) and € 90.0 million ($ 96.1 million), respectively

and a secured revolving facility loan in an original principal amount of £ 20.0 million ($ 24.1 million).

The term loans, which were

funded on October 1, 2019, were used to, among other things, pay the purchase price of the NTG Acquisition and refinance the Company’s

prior indebtedness.

term loan for £ 140.0 million ($ 168.6 million) initially carried a cash interest rate of 7.25 % plus 3-month LIBOR, and the term

loan for € 90.0 million ($ 96.1 million) initially carried a cash interest rate of 6.75 % plus 3-month EURIBOR.

The £ 20.0 million

($ 24.1 million) revolving credit facility initially carried a cash interest rate on any utilization at 5.50 % plus 3-month LIBOR, with

any unutilized amount initially carrying a cash interest cost at 30 % of the applicable margin on the revolving credit facility loan.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

provisions from the June 2020 amendments to the Prior SFA included, among other things, (i) capitalizing certain interest payments that

fell due on April 1, 2020, (ii) resetting the applicable leverage and capital expenditure financial covenants, removing certain applicable

rating requirements, (iii) allowing the Company and its subsidiaries to incur additional indebtedness under the UK Coronavirus Large

Business Interruption Loan Scheme under a stand-alone facility, which may rank pari passu or junior to the facilities under the

Prior SFA, in an amount not exceeding £ 10.0 million ($ 12.0 million), (iv) removing certain applicable rating requirements, (v)

limiting the ability of the Company and its subsidiaries to incur additional indebtedness, including by reducing the amount of general

indebtedness the Company and its subsidiaries are permitted to incur and removing the ability to incur senior secured, second lien and

unsecured indebtedness in an amount not exceeding the aggregate of (A) an unlimited amount, as long as, pro forma for the utilization

of such indebtedness, the consolidated total net leverage ratio does not exceed the lower of 3.4:1 and the then applicable ratio with

respect to the consolidated total net leverage financial covenant summarized further below, plus (B) an amount equal to the greater of

£16.0 million ($19.2 million) and 25% of the consolidated pro forma EBITDA of the Company and its subsidiaries for the relevant

period (as defined, but disregarding, for the purposes of calculating the usage of such cap, any financial indebtedness applied to refinancing

other financial indebtedness, together with any related interest, fees, costs and expenses) , (vi) increasing the margin applicable to

the Facilities (as defined) by 1 % , and adding an additional payment-in-kind margin of 0.75 % payable on any principal amounts outstanding

under Facility B (as defined in the Prior SFA) after September 24, 2021 (the “Relevant Date”), (vii) adding an exit fee payable

by the Company with respect to any repayment or prepayment of Facility B after the Relevant Date at the time of such repayment or prepayment

in an amount equal to 0.75 % of the principal amount of Facility B being repaid or prepaid, (viii) removing any ability to carry forward

or carry back any unused allowance under the applicable capital expenditure financial covenant and (ix) granting certain additional information

rights to the lenders under the Prior SFA, including the provision of a budget, and certain board observation rights until December 31,

All other material terms of the SFA remained unchanged in all material respects.

consideration for the amendments listed above, the Company agreed to pay the lenders an amendment fee equal to 1% of the Total Commitments

(as defined in the Prior SFA).The amendment fee was payable to the lenders pro rata to their commitments under the Prior SFA.

modification to the Prior SFA was not considered to be substantial in accordance with Topic 470-50 and was therefore not treated as a

debt extinguishment.

The amendment fees, amounting to $ 3.1 million, were associated with the modified debt instrument and were to be

amortized along with the existing unamortized debt issuance costs.

Fees payable to third parties were expensed as incurred, resulting

in $ 1.0 million charged to interest expense for the year ended December 31, 2020.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Debt and Finance Leases

following reflects outstanding debt and finance leases as of the dates indicated below:

of Outstanding Debt and Finance Leases

(in millions)

Senior bank debt

Finance lease liabilities

Total long-term debt outstanding

current portion

of long-term debt

debt, excluding current portion

(in millions)

Senior bank debt

Finance lease liabilities

Total long-term debt outstanding

current portion

of long-term debt

debt, excluding current portion

Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line

with the underlying agreements.

term debt as of December 31, 2022 matures as follows:

Schedule of Maturities of Long-term Debt

(in millions)

and Hedging Activities

January 15, 2020, the Company entered into two interest rate swaps with UBS AG designed to protect the Company against adverse fluctuations

in interest rates by reducing its exposure to variability in cash flows on a portion of the previous floating rate debt facilities.

swaps fixed the variable interest rate of the debt facilities and provided protection over potential interest rate increases by providing

a fixed rate of interest payment in return.

The interest rate swaps were for £ 95.0 million ($ 114.4 million) at a fixed rate of

0.9255 % based on the 6-month LIBOR rate and for € 60.0 million ($ 64.1 million) at a fixed rate of 0.102 % based on the 6-month EURIBOR

connection with the issuance of the Senior Secured Notes and the entry into the RCF Agreement, on May 19, 2021, the Company terminated

its two interest rate swaps.

The termination fees were settled on May 20, 2021, for £ 1.3 million ($ 1.9 million) and € 0.1 million

($ 0.2 million), respectively.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

of Multiple Risks

Company’s objectives in using interest rate derivatives were to add stability to interest and to manage its exposure to interest

rate movements.

To accomplish this objective, the Company primarily used interest rate swaps as part of its interest rate risk management

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange

for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in

Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged

transaction affects earnings.

Amounts reported in Accumulated Other Comprehensive Income related to derivatives will be reclassified

to interest expense as interest payments are made on the Company’s variable-rate debt.

During the next twelve months, the Company

estimates that an additional $ 0.3 million will be reclassified as an increase to interest expense.

of December 31, 2022 and 2021, the Company did not have any derivatives.

Losses reclassified from accumulated other comprehensive

income into interest expense in the consolidated statements of operations and income (loss) for the year ended December 31, 2022

amounted to $ 0.7

of December 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of

interest rate risk:

Schedule of Outstanding Derivatives Designated as Cash Flow Hedges

Rate Derivative

million ($ 114.4 million) at a fixed rate of 0.9255 % based on the 6-month LIBOR rate and € 60.0 million ($ 64.1 million) at a fixed

rate of 0.102 % based on the 6 month EURIBOR rate

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

table below presents the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the year ended

December 31, 2021.

Schedule of Accumulated Other Comprehensive Income

Recognized in

Comprehensive

Income on Derivative

Reclassified from

Accumulated Other

Comprehensive

Income into Income

Rate Products

table below presents the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the year ended

December 31, 2020.

Recognized in

Comprehensive

Income on Derivative

Reclassified from

Accumulated Other

Comprehensive

Income into Income

Rate Products

table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations

for the year ended December 31, 2021.

Schedule of Consolidated Statements of Operations

Total amounts

of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value

or cash flow hedges are recorded

Gain/(loss) on cash

flow hedging relationships in Subtopic 815-20

table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations

for the year ended December 31, 2020.

Total amounts

of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value

or cash flow hedges are recorded

Gain/(loss) on cash

flow hedging relationships in Subtopic 815-20

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Value Measurements

value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset and liability in an orderly transaction between market participants at the measurement date.

We estimate the fair value of our assets and liabilities utilizing an established three-level hierarchy.

The hierarchy is based upon

the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

prices in active markets for identical assets or liabilities.

inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient

volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable

or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.

Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as

quoted prices that were adjusted for security-specific restrictions.

inputs that are supported by little or no market activity that are significant to the fair value of the asset or liability.

3 inputs also include non-binding market consensus prices or non-binding broker quotes that are unable to be corroborated with observable

fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate.

We believe the fair value of our financial instruments approximates their recorded values.

each period, derivative financial instrument assets and liabilities measured at fair value on a recurring basis are included in the financial

statements as per the table below.

Schedule of Derivative Financial Instrument Assets and Liabilities Measured at Fair Value on Recurring Basis

Long term receivable (included

in other assets)

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

fair value of our long-term senior debt as of December 31, 2022, was $ 261.0 million, based upon quoted prices in the marketplace, which

are considered Level 2 inputs.

3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value

of the derivative liabilities.

For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s

principal financial officer, who reports to the principal executive officer, determines its valuation policies and procedures.

The development

and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of

the Company’s Principal Financial Officer and approved by the Principal Executive Officer.

December 31, 2022 and December 31, 2021, there were no Level 3 inputs, and no transfers in or out of Level 3 from other levels in the

fair value hierarchy.

Stockholders’

Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share in one or more series.

The Company’s

Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional

or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Company is authorized to issue 49,000,000 shares of common stock, par value $ 0.0001 per share.

Holders of the Company’s common

stock are entitled to one vote for each common share .

of December 31, 2020, the Company had 19,079,130 outstanding warrants to purchase an aggregate of 9,539,565 shares of the Company’s

common stock, which included 7,999,900 warrants originally issued as part of the initial public offering (the “IPO”) (the

“Public Warrants”) and 11,079,230 warrants issued in private placements in connection with the IPO and the Merger (the “Private

Placement Warrants”).

The warrants became exercisable 30 days after the closing of the Merger and had an expiration date of December

Each warrant entitled its holder to purchase one-half of one share of the Company’s common stock at an exercise price

of $ 11.50 per whole share.

The warrants were able to be exercised only for a whole number of shares of common stock.

of December 31, 2020, the warrants met the definition of a derivative under ASC 815 and were classified as a liability measured at fair

value, with changes in fair value each period reported in earnings.

the year ending December 31, 2021, (i) an aggregate of 2,651,129 shares of common stock were issued pursuant to the exercise of 5,302,258

Public Warrants and (ii) an aggregate of 1,027,836 shares of common stock were issued pursuant to the exercise (on a cashless basis)

of 9,049,230 Private Warrants.

There were no warrants outstanding as of December 31, 2022 or 2021.

Company’s stock-based compensation plans authorize awards of restricted stock units (“RSUs”), stock options and other

equity-related awards.

The Company’s 2021 Omnibus Incentive Plan (“2021 Plan”) was adopted by the Company’s Board

of Directors on April 12, 2021 and approved by our stockholders on May 11, 2021.

The 2021 Plan succeeds the Company’s 2018 Omnibus

Incentive Plan (the “2018 Plan”) such that shares subject to the 2018 Plan’s unused reserve (e.g., as a result of termination

or forfeiture of awards) are instead rolled over to the 2021 Plan.

The Company has two other predecessor plans, the 2016 Long-Term Incentive

Plan and the Second Long-Term Incentive Plan (collectively, the “Prior Plans”), whose available balances were terminated

in connection with approval of the 2018 Plan.

Although outstanding awards under the Prior Plans remain governed by the terms of the Prior

Plans, no new awards may be granted or become available for grant under the Prior Plans.

of December 31, 2022, there were (i) 1,857,036 shares subject to outstanding awards under the 2021 Plan, including 341,647 shares subject

to performance-based target awards, 232,500 shares subject to market-price vesting conditions, 311,558 shares subject to awards that

were previously subject to performance criteria that were determined to have been met for the applicable performance year which awards

continue to remain subject to a time-based vesting schedule and 259,492 shares subject to awards as to which the applicable vesting conditions

have been met which remain subject to deferred settlement ;

(ii) 174,964 shares subject to outstanding awards under the 2018 Plan, including

25,000 shares subject to performance-based target awards and 124,964 shares subject to awards as to which the applicable vesting conditions

have been met which remain subject to deferred settlement;

and (iii) 1,318,686 shares subject to outstanding awards under the Prior Plans

as to which the applicable vesting conditions have been met which remain subject to deferred settlement.

As of December 31, 2022, there

were 1,002,805 shares available for new awards under the 2021 Plan (which includes shares rolled over from the 2018 Plan) and no shares

available for new awards under the Prior Plans.

All awards outstanding as of December 31, 2022 consisted of RSUs (including time-based

RSUs, performance-based RSUs and stock price based RSUs).

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Company also has an employee stock purchase plan (“ESPP”) that authorizes the issuance of up to an aggregate of 500,000 shares

of common stock pursuant to purchases thereunder by employees.

The ESPP, which was approved by stockholders in July 2017, is administered

by the Compensation Committee which has discretion to designate the length of offering periods and other terms subject to the requirements

Offerings may also be under the ESPP’s subplan for UK-based employees (the “Subplan”) which was adopted

in June 2022 and is designed to meet the requirements of a sharesave scheme under UK law.

The terms applicable to the offerings approved

in 2022 under the ESPP and Subplan are described below.

Based on enrollments in these offerings, the Company estimates that approximately

76,000 shares will be purchased ( 4,000 shares under the ESPP and 72,000 under the Subplan).

offering period approved in 2022 for the ESPP is for a period of twelve months (ending in October 2023), eligible employees may contribute

up to 10 % of base compensation, a maximum of 1,000 shares may be purchased per participant, the purchase price will be equal to 85 % of

the lower of the closing price of the common stock at the beginning of the offering period (the applicable closing price was $ 10.20 )

and the end of the offering period and shares will be purchased on the last day of the offering period.

Under the offering approved for

the Subplan, eligible employees may contribute a maximum amount of £ 350 per month through payroll deductions over a period of three

years (through October 2025), the purchase price will be equal to 85 % of the closing price of the common stock on the day prior to commencement

of the enrollment window for the offering (the applicable closing price was $ 11.53 ), and participants have a period of six months following

the end of the offering to elect to purchase shares or receive a refund.

of December 31, 2022, a total of 467,751 shares remained available for purchase under the ESPP.

A total of 7,649 shares were issued under

the ESPP in 2020 (at a purchase price of $ 3.2215 per share) and no shares were issued under the ESPP in 2021 or 2022.

summary of the Company’s RSU activity is as follows:

Schedule of Restricted Stock Unit Activity

Unvested Outstanding at January 1, 2022

Unvested Outstanding at December 31, 2022

RSUs that were granted during the year ended December 31, 2022 included:

(a) 48,716 RSUs under the Board’s compensation program

for non-employee directors which vest during the year of grant and, at the election of the participant, may remain unsettled until

the director leaves the Company;

and (b) 450,882 RSUs under an incentive program for management and other personnel, as to which

one-half was in the form of performance-based RSUs that are conditioned on attainment of performance criteria for fiscal year 2022

and subject to a time-based service period through December 31, 2024 and the other one-half vests in installments through December

RSUs that vested during the year ended December 31, 2022 included:

(a) 119,492 RSUs that are

subject to deferred settlement terms;

and (b) 682,474 RSUs that were settled on a net share basis on or about December 30,

2022, resulting in 374,546 shares being issued in and 307,928 withheld for taxes (the processing of the issuance and delivery of

such 374,546 shares occurred partially in December 2022 (as to 42,319 shares) and partially in January 2023 (as to 332,227 shares)).

Company issued a total of 543,294 shares during the year ended December 31, 2022 in net settlement of RSUs which included an aggregate

of 442,817 shares in settlement of RSUs that vested during the prior year on December 31, 2021.

weighted average grant date fair value of awards granted for years ended December 31, 2022, December 31, 2021 and December 31, 2020 amounted

respectively.

The vesting date value of RSUs vesting for years ended December 31, 2022, December 31, 2021 and December 31, 2020 amounted

million, $ 16.1

million and $ 2.5

million, respectively.

was no income tax benefit recognized related to awards that vested during the years ended December 31, 2022, 2021, and 2020 ,

respectively as there is a full valuation allowance in place against the RSU scheme ’s deferred tax asset .

compensation is recognized as an expense over the requisite service period, which is generally the vesting period.

For performance awards

that are contingent upon the Company achieving certain pre-determined financial performance targets, compensation expense is calculated

based on the number of shares expected to vest after assessing the probability that the performance criteria will be met.

the probability of achieving a performance target requires estimates and judgment.

For market-based awards that are contingent upon the

Company’s stock achieving certain pre-determined price targets, compensation expense is calculated based upon the determination

of the fair value of the awards as derived through multiple running of the Monte Carlo valuation model, with the fair value recognized

on a straight-line basis over the requisite service period.

The requisite service period for awards to employees is generally satisfied

over a vesting period of three years (and one year for non-employee directors).

The Company accounts for forfeitures as they occur.

stock purchase rights under the Company’s ESPP (including its subplan), the Company estimates fair value using the Black-Scholes

option pricing model on the dates of grant, with the compensation expense recognized over the requisite service period.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Company recognized stock-based compensation expense as follows:

of Stock Based Compensation Expense

(in millions)

Restricted Stock and RSUs

Payroll taxes on vesting

unrecognized compensation expense related to unvested stock awards and unvested RSUs at December 31, 2022 amounts to $ 8.8 million and

is expected to be recognized over a weighted average period of 1.6 years.

Other Comprehensive Loss (Income)

accumulated balances for each classification of comprehensive loss (income) are presented below:

Schedule of Accumulated Other Comprehensive Loss (Income)

Currency Translation Adjustments

in Fair Value of Hedging Instrument

Pension Benefit Costs

Other Comprehensive (Income)

(in millions)

Balance at January 1, 2020

Change during the period

Balance at December 31, 2020

Change during the period

Balance at December 31, 2021

Change during the period

Balance at December 31, 2022

within accumulated other comprehensive income is an amount of $ 0.3 million relating to the change in fair value of discontinued hedging

This amount will be amortized as a charge to income over the life of the original instruments, in accordance with US GAAP.

Income (Loss) per Share

income/loss per share (“EPS”) is computed by dividing net income/loss attributable to common stockholders by the weighted

average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities.

EPS gives effect to all dilutive potential shares of common stock outstanding during the period, including stock options, restricted

stock, RSUs and warrants, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted

method, unless the inclusion would be anti-dilutive.

computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were either

contingently issuable shares or because their inclusion would be anti-dilutive:

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share

Unvested Restricted Stock

Stock Warrants

Anti-dilutive

following table reconciles the numerators and denominators of the basic and diluted EPS computations for the year ended December 31,

There were no reconciling items for the years ended December 31, 2021 or December 31, 2020, respectively.

of Numerators and Denominators of the Basic and Diluted EPS Computations

Income (Numerator)

Shares (Denominator)

Per-Share Amount, Year Ended December 31, 2022

(in millions)

Income available to common stockholders

Effect of Dilutive Securities

Income available to common stockholders

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

of Common Stock

May 10, 2022, the Board of Directors authorized the Company to use up to $ 25.0 million to repurchase Inspired common shares (such amount

being exclusive of any fees, commissions or other expenses), subject to repurchases being effected on or before May 10, 2025 (the “Share

Repurchase Program”).

Management has discretion as to whether to repurchase shares of the Company.

the year ended December 31, 2022, the Company repurchased 1,067,340 shares under the Share Repurchase Program for gross payments of approximately

$ 10.5 million, which were canceled and retired during the year ended December 31, 2022.

As of December 31, 2022, approximately $ 14.6

million remained available for future repurchases under the Share Repurchase Program.

Part II, Item 5 of this report for further details regarding shares repurchased during the three months ended December 31, 2022.

Finance (Expense) Income

finance (expense) income consisted of the following:

Schedule of Other Finance Income (expense)

(in millions)

Pension interest cost

Expected return on pension plan assets

Foreign currency translation

on senior bank debt

Other finance income (Costs)

The effective tax rates for the years ended December 31, 2022 and 2021

were 12.6 % and 4.2 % respectively.

For the year ended December 31, 2022, the Company’s effective tax rate differs from the federal

statutory rate primarily due to losses in certain jurisdictions where the Company presently has recorded a valuation allowance against

the related tax benefit as well as an inclusion for global intangible low-taxed income.

For the year ended December 31, 2021, the Company’s

effective tax rate differs from the federal statutory rate primarily due to losses in certain jurisdictions where the Company presently

has recorded a valuation allowance against the related tax benefit and non-deductible officer’s compensation.

components of earnings (loss) before income taxes on the Company’s consolidated statement of operations by the United States and

foreign jurisdictions were as follows:

of Earnings (Loss) Before Income Tax

jurisdictions

earnings (loss) before income taxes

tax provision (benefit), as reflected in the Company’s consolidated statement of operations, consists of the following:

of Provision for Income Taxes

provision (benefit)

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

differences between the federal statutory tax rate and our effective rate are reflected in the following table for the years ended December

31, 2022, 2021 and 2020:

Schedule of Differences Between the Federal Statutory Tax Rate and our Effective Rate

(in millions)

Statutory income tax

State taxes (net of federal)

Non-deductible officers’ compensation

Global intangible low-taxed income

Other permanent differences

Effect of rates different than statutory

Non-creditable withholding taxes

Research and development tax credits

in valuation allowance

income tax rate

net deferred tax assets and liabilities arising from temporary differences are as follows:

of Deferred Tax Assets and Liabilities

(in millions)

Net operating losses

Other temporary differences

Intangible Assets

Right of Use Liability

Total gross deferred tax assets

Valuation allowance

Gross deferred tax assets

Intangible assets

Other temporary differences

Right of Use Asset

Gross deferred tax liabilities

deferred tax assets

in the valuation allowance are as follows:

Schedule of Changes in the Valuation Allowance

Beginning balance

(Decrease) increase

Reversal of allowance

Ending balance

As of December 31, 2022 and 2021, the Company has

$ 9.0 million and $ 39.5 million, respectively, of gross federal net operating loss carry forwards, these losses have an unlimited carry

The cumulative state net operating losses as of December 31, 2022 are $ 58.4 million, which begin to expire in 2026.

The utilization

of both the Company’s federal and state net operating losses may be subject to a limitation in the future due to the “change

of ownership provisions” under Section 382 of the Internal Revenue Code.

As of December 31, 2022, the Company has not had an ownership

change under Section 382.

As of December 31, 2022 and 2021, the Company also

has gross net operating losses in foreign jurisdictions, primarily the United Kingdom, totalling $ 74.5 million and $ 83.2 million, respectively.

The majority of these net operating losses have an unlimited carry forward period.

Company recorded a valuation allowance against all of our deferred tax assets as of both December 31, 2022, and December 31, 2021.

intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the

reversal of all or some portion of these allowances.

However, given our current earnings and anticipated future earnings, we believe

that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us

to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

Release of the valuation allowance

would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability

that we are able to actually achieve.

The valuation allowance we recorded as of December 31, 2022 and December 31, 2021 was $ 79.1

million and $ 104.5 million, respectively.

Company has not recognized deferred tax liabilities in respect of unremitted earnings that are considered indefinitely reinvested in

foreign subsidiaries.

We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been previously

taxed because we intend to invest such undistributed earnings indefinitely outside of the United States.

Currently, there are no federal, state or foreign jurisdiction tax audits

The Company’s corporate federal and state tax returns from 2019 to 2021 remain subject to examination by tax authorities

and the Company’s foreign tax returns from 2014 to 2021 remain subject to examination by tax authorities.

In accordance with ASC 740, the Company has evaluated

its tax positions to determine if there are any uncertain tax positions.

As of December 31, 2021 and 2022, the Company has no unrecognized

tax benefits for uncertain tax positions and has no accrued interest or penalties related to uncertain tax positions.

The Company does

not anticipate any material change in the total amount of unrecognized tax benefits will occur within the next twelve months.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”), (an arranger and lending party under our RCF Agreement), and

Macquarie Capital (Europe) Limited (“Macquarie EUR”), (an arranger and initial purchaser of our Senior Secured Notes), are

affiliates of MIHI LLC, which beneficially owned approximately 11.7 % of our common stock as of December 31, 2022, and 11.4 % of our common

stock as of December 31, 2021.

Macquarie UK was also one of the lending parties with respect to the Prior Financing and its associated

revolving credit facility.

Macquarie UK did not hold any of the Company’s aggregate senior debt at December 31, 2022 or December

Interest expense payable to Macquarie UK for the years ended December 31, 2022, 2021 and 2020 amounted to $ 0.0 million, $ 0.9

million and $ 2.2 million, respectively.

In addition, Macquarie EUR received $ 0.6 million of $ 5.5 million of fees paid in connection with

the issuance of the Senior Secured Notes and the RCF in the year ended December 31, 2021, and Macquarie UK received $ 0.3 million of a

total $ 3.1 million of amendment fees paid with respect to the Prior Financing in the year ended December 31, 2020.

MIHI LLC is also a

party to a stockholders agreement with the Company and other stockholders, dated December 23, 2016, pursuant to which, subject to certain

conditions, MIHI LLC, jointly with Hydra Industries Sponsor LLC, are permitted to designate two directors to be nominated for election

as directors of the Company at any annual or special meeting of stockholders at which directors are to be elected, until such time as

MIHI LLC and Hydra Industries Sponsor LLC in the aggregate hold less than 5 % of the outstanding shares of the Company.

Vora Special Opportunities Master Fund Limited (“HG Vora”) (a purchaser of our Senior Secured Notes issued on May 20, 2021)

was a significant stockholder until October 12, 2021.

Interest expense payable to HG Vora while a related party for the year ended December

31, 2021 amounted to $ 1.7 million.

On December 31, 2021, the Company entered into a consultancy agreement

with Richard Weil, the brother of A.

Lorne Weil, our Executive Chairman, under which he received a success fee in the amount of $ 0.1 million

for services he provided in connection with our acquisition of Sportech Lotteries, LLC.

The success fee was paid during the year ended

December 31, 2022.

Under the agreement, as extended in November 2022, he will provide consulting services relating to the lottery in the

Dominican Republic through to June 30, 2023 at a rate of $ 10,000 per month and, with respect to such services, the aggregate amount incurred

by the Company in consulting fees for the year ended December 31, 2022 was $ 0.1 million.

incurred certain offering expenses in connection with an underwritten public offering of shares held by a significant stockholder, the

Landgame Trust, which closed on June 1, 2021, as to which our expenses were reimbursed by the stockholder.

For the year ended December

31, 2021, the aggregate amount invoiced for reimbursement was $ 0.2 million.

The stockholder sold an aggregate of 6,217,628 shares in

the offering (including 810,995 shares subject to an over-allotment option that was exercised in full) at an offering price of $ 9.25

per share, less underwriting discounts and commissions of $ 0.4625 per share.

One of the participating underwriters in the offering was

Macquarie Capital (USA) Inc., an affiliate of MIHI LLC (see paragraph above), pursuant to which it purchased 870,468 of the shares including

113,539 shares subject to the over-allotment option.

Company held a 40 % non-controlling equity interest in Innov8 Gaming Limited (“Innov8”) from October 2019 until April 2020

when the Company disposed of its interest.

Revenue earned from Innov8 while a related party for the year ended December 31, 2020 amounted

to $ 0.6 million and purchases from Innov8 while a related party for the year ended December 31, 2020 amounted to $ 0.2 million.

of the investment was impaired by $ 0.7 million to $ Nil in March 2020 prior to disposal.

Company as Lessee

Company is party to operating leases with third parties with respect to various real estate and vehicles.

Real estate leases typically

include a lease (of the property) and a non-lease (provision of services) component which are accounted for separately.

Where lease costs

are variable due to future rent reviews, these are treated as part of the lease asset and lease liabilities as they are considered to

qualify as variable lease costs which are subject to an index or rate.

These costs are included at the amount prior to any reviews, as

it is not permitted to estimate future rent reviews.

Where real estate leases contain an option to terminate, any period beyond the option

date is only included as part of the lease term if the Company is reasonably certain not to exercise the option.

Vehicle leases typically

contain a lease (of the vehicle) and a non-lease (provision of services) component which are accounted for separately.

leases have remaining terms of 1 to 10 years.

the years to December 31, 2021 and 2020, certain concessions were granted with respect to the Company’s operating leases in light

These took the form of lease extensions, where nothing was paid for a period of time with that same period of time and payments

added onto the lease at the end, payment holidays, where payments were deferred until a later date, but with no lease extension, and

discounted payments, where payments were reduced and not repaid either at a later date or through lease extensions.

The Company elected

to use the practical expedient granted by the FASB and account for the concessions as if they were part of the enforceable rights and

obligations of the parties under the existing lease contract for all affected operating leases.

Lease extensions and discounted payments

were accounted using the ‘cash basis’ approach, with the lease liability and right-of-use asset continuing to be accounted

for as if payments were still being made under the original terms of the lease.

Payment holidays were accounted for using the ‘remeasurement

consistent with resolving a contingency’ approach, which involved remeasuring the liability and the right-of-use asset and continuing

to recognize the total cost of the lease on a straight line basis over the period to which it relates.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Company is also party to finance leases with third parties with respect to gaming machines.

The leases have remaining terms of between

24 and 36 months.

components of lease expense were as follows:

of Lease Expense

(in millions)

Finance lease costs:

Operating lease costs

Short-term lease costs

Variable lease costs

Weighted average remaining lease term –

finance leases

Weighted average remaining lease term –

operating leases

Weighted average discount rate

– finance leases

Weighted average discount

rate – operating leases

leased under finance leases had a cost of $ 2.3 million and $ 4.2 million at December 31, 2022 and 2021, respectively, and accumulated

depreciation associated with these assets was $ 1.2 million and $ 0.6 million at December 31, 2022 and 2021, respectively.

minimum finance lease payments as of December 31, 2022 were as follows:

of Future Minimum Finance Lease Payments

ending December 31, (in millions)

Total future minimum lease

imputed interest

minimum operating lease payments as of December 31, 2022 were as follows:

of Future Minimum Operating Lease Payments

ending December 31, (in millions)

future minimum lease payments

imputed interest

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Company as Lessor

Company is party to leases with third parties with respect to various gaming machines.

Gaming machine leases typically include a lease

(of the machine) and a non-lease (provision of software services) component, both of which are included in the amounts disclosed.

leases have remaining terms of 3 to 36 months.

the years to December 31, 2021 and 2020, the Company granted concessions to customers in the form of lease extensions granted during

the lockdown period, where nothing was paid during the concession period, with that same period of time and payments added onto the lease

The Company elected to use the practical expedient granted by the FASB and account for the concessions as if they were part

of the enforceable rights and obligations of the parties under the existing lease contract for all affected leases.

leased under operating leases had a cost of $ 5.3 million and $ 6.8 million at December 31, 2022 and 2021, respectively, and accumulated

depreciation associated with these assets was $ 3.6 million and $ 2.8 million at December 31, 2022 and 2021, respectively.

expense for the year ended December 31, 2022, 2021 and 2020 amounted to $ 1.5 million, $ 1.4 million and $ 1.5 million, respectively.

components of lease income were as follows:

Schedule of Lease Income

(in millions)

Interest receivable from sales

Operating lease income

Profit recognized at commencement date of sales

Variable income from

sales type leases

minimum sales type lease receivables as of December 31, 2022 were as follows:

of Future Minimum Sales Type Lease Receivables

ending December 31, (in millions)

Total future minimum lease

imputed interest

minimum operating lease receivables as of December 31, 2022 were as follows:

of Future Minimum Operating Type Lease Receivables

ending December 31, (in millions)

future minimum lease receivables

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

and Contingencies

are party to employment agreements with our executive officers and other employees of the Company and our subsidiaries which contain,

among other terms, provisions relating to severance and notice requirements.

time to time, the Company may become involved in lawsuits and legal matters arising in the ordinary course of business.

While the Company

believes that, currently, it has no such matters that are material, there can be no assurance that existing or new matters arising in

the ordinary course of business will not have a material adverse effect on the Company’s business, financial condition or results

of operations.

operate a defined contribution plan in the US and both defined benefit and defined contribution pension schemes in the UK.

contribution scheme assets are held separately from those of the Company in an independently administered fund.

The defined contribution

pension cost charge represents contributions payable by the Company and amounted to $ 2.9 million, $ 2.4 million and $ 2.3 million for the

year ended December 31, 2022, 2021 and 2020, respectively.

Contributions totaling $ 1.2 million and $ 0.8 million were payable to the fund

as at December 31, 2022 and 2021, respectively.

defined benefit scheme has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the

Company for the entire financial statement periods presented in these consolidated financial statements.

Retirement benefits are generally

based on a portion of an employee’s pensionable earnings during years prior to 2010.

latest triennial actuarial valuation of the scheme as at March 31, 2021 was finalized in June 2022.

The actuarial valuation revealed

that the statutory funding objective was not met, i.e.

there were insufficient assets to cover the Scheme’s Technical Provisions

and there was a funding shortfall of £ 8.2 million ($ 9.9 million) at the valuation date.

Under the Recovery Plan and Schedule of

Contributions agreed between the Trustee and the Company on June 28, 2022, it was agreed that the shortfall will be met by contributions

of £0.9 million ($1.1 million) for each the years ended December 31 2021, 2022, 2023 and 2024, of £0.7 million ($0.8 million)

for the year ended December 31, 2025 and of £0.5 million ($0.6 million) for the period January 1, 2026 to October 31, 2026 .

Company will also make expense contributions of £ 0.3 million ($ 0.4 million) per annum for the period covered by the Recovery Plan

and Schedule of Contributions.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

trustee has made an allowance for the pension scheme liability profile when deciding the investment strategy of the pension scheme.

the pension scheme is closed to new entrants and ceased future accrual with effect from March 31, 2010, it has continued to mature gradually.

Therefore, the trustee reviews the investment strategy regularly to check whether any changes are needed.

When considering the investment

strategy, the trustee has taken into account the effect of any possible increases in the deficit reduction contributions on the financial

position of the Company, and the extent to which the Company will be able to bear these changes.

scheme’s investment policy is to maximize long-term financial return commensurate with security and minimizing risk, with an objective

of achieving a return of around 3% per annum above the return on UK Government bonds.

This is achieved by holding a portfolio of marketable

investments that avoids over-concentration of investment and spreads assets both over industries and geographies.

In setting investment

strategy, the trustees considered the lowest risk strategy that they could adopt in relation to the scheme’s liabilities and designed

an asset allocation to achieve a higher return while maintaining a cautious approach to meeting the scheme’s liabilities.

undertake periodic reviews of the investment strategy and take advice from their investment advisors.

They consider a full range of asset

classes, the risks and rewards of a range of alternative asset allocation strategies, the suitability of each asset class and the need

for appropriate diversification.

The current strategy is to hold 12% in a diversified growth fund, 24% in diversified credit, 18% in

a equity-linked liability-driven investment funds, 6% in credit-linked liability-driven investment funds and 40% in a buy-in policy.

pension benefit costs are calculated using various actuarial assumptions and methodologies.

These assumptions include discount rates,

inflation, expected returns on plan assets, mortality rates and other factors.

The assumptions used in recording the obligations under

our plans represent our best estimates, and we believe that they are reasonable, based on information as to historical experience and

performance as well as other factors that might cause future expectations to differ from past trends.

Differences in actual experience

or changes in assumptions may affect our pension obligations and future expense.

The principal factors contributing to actuarial gains

and losses each year are (1) changes in the discount rate used to value pension benefit obligations as of the measurement date and (2)

differences between the expected and the actual return on plan assets.

valuation methodologies used for pension assets measured at fair value are as follows.

There have been no changes in the methodologies

used at December 31, 2022 and December 31, 2021.

diversified fund is valued at fair value by using the net asset value (“NAV”) of shares held by the plan at the year end.

The NAV of the diversified fund is not publicly quoted.

The majority of the underlying securities have observable Level 1 or 2 pricing

inputs, including quoted prices for similar assets in active or non-active markets.

ASC 820, Fair Value Measurements and Disclosures,

allows NAV per share to serve as a practical expedient to estimate the fair value of the diversified fund.

ASC 820 also states that where

NAV is allowed to be used as an estimate of fair value, if the reporting entity has the ability to redeem its investment at NAV as of

the measurement date, that investment shall be categorized as a Level II fair value measurement.

If the investment cannot be redeemed

at the measurement date, but may be redeemable in the future, but at an uncertain date, the investment shall be categorized as a Level

3 fair value measurement.

of December 31, 2022 and December 31, 2021, the diversified fund was redeemable at NAV as of the measurement dates and, therefore, classified

respect to the buy-in contract, it was agreed during the year ended September 27, 2014, that 281 pensioners of the plan would be insured

by means of a pensioner buy-in.

The liabilities and assets in respect of insured pensioners are assumed to match for the purposes of

ASC 715, Pensions - Retirement Benefits, disclosures (i.e.

the full benefits have been insured).

The approach adopted has therefore been

to include within the total value of assets, an amount equal to the calculated total liability value of the insured pensioners on the

actuarial assumptions adopted for ASC 715 purposes.

The buy-in contract is, therefore, classified as Level 3.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

following table sets forth the combined funded status of the pension plans and their reconciliation to the related amounts recognized

in our consolidated financial statements at the respective measurement dates:

Schedule of Pension Plans and their Reconciliation

(in millions)

Change in benefit obligation:

Benefit obligation at beginning

Interest cost

Actuarial (gain) loss

Benefits paid

Foreign currency translation

Benefit obligation at

end of period

Change in plan assets:

Fair value of plan assets at beginning of period

Actual (loss) gain on plan assets

Employer contributions

Benefits paid

Foreign currency translation

Fair value of assets at end of period

Amount recognized in the

consolidated balance sheets:

(Unfunded) Overfunded

status (non-current)

Net amount recognized

following table presents the components of our net periodic pension (benefit) cost:

Schedule of Defined Benefit Plans

(in millions)

Components of net periodic pension (benefit)

Interest cost

Expected return on plan assets

Amortization of net

Net periodic (benefit)

accumulated benefit obligation for all defined benefit pension plans was $ 67.4 million and $ 114.7 million as of December 31, 2022 and

December 31, 2021, respectively.

The (underfunded) overfunded status of our defined benefit pension plans recorded as a (liability) asset

in our consolidated balance sheets as of December 31, 2022 and December 31, 2021 was $ ( 2.1 ) million and $ 3.0 million, respectively.

estimated net loss, net transition asset (obligation) and prior service cost for the plan that will be amortized from accumulated other

comprehensive income into net periodic pension cost over the next fiscal year are $ 0.9 million, $ nil and $ nil , respectively.

fair value of the plan assets at December 31, 2022 by asset category is presented below:

of Fair Value of Plan Assets

(in millions)

Diversified fund

Buy-in contract

Cash and other current

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

fair value of the plan assets at December 31, 2021 by asset category is presented below:

(in millions)

Diversified fund

Buy-in contract

table below presents the weighted-average actuarial assumptions used to determine the benefit obligation and net periodic benefit cost

for the Plan.

of Benefit Obligation and Net Periodic Benefit Cost for Plan

Discount rate

Expected return on assets

RPI inflation

CPI inflation – pre 2030

CPI inflation – post 2030

Pension increases – pre-2006 service

Pension increases – post-2006 service

Pension increases – post 1988 GMP –

following benefit payments are expected to be paid:

of Benefit Payments are Expected to Be Paid

Reporting and Geographic Information

segments are identified as components of an enterprise for which separate and discrete financial information is available and is used

by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance.

The Company’s chief decision-maker is the Office of the Executive Chairman.

Company’s chief decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information

about revenue and operating profit by reporting unit.

This information is used for purposes of allocating resources and evaluating financial

Company operates its business along four operating segments, which are segregated on the basis of revenue stream:

Gaming, Virtual Sports,

Interactive and Leisure.

The Company believes this method of segment reporting reflects both the way its business segments are managed

and the way the performance of each segment is evaluated.

accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies.”

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

following tables present revenue, cost of sales, excluding depreciation and amortization, selling, general and administrative expenses,

depreciation and amortization, stock-based compensation expense and acquisition related transaction expenses, operating profit/(loss),

total assets and total capital expenditures for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively,

by business segment.

Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating

segments because these costs are not allocable and to do so would not be practical.

Corporate function costs consist primarily of selling,

general and administrative expenses, depreciation and amortization, capital expenditures, right of use assets, cash, prepaid expenses

and property and equipment and software development costs relating to corporate/shared functions.

All acquisition and integration related

transaction expenses are allocated as corporate function costs.

Schedule of Segment Reporting Information by Segment

Ended December 31, 2022

(in millions)

Cost of sales, excluding depreciation and amortization:

Cost of service

Cost of product sales

Selling, general and administrative expenses

Stock-based compensation expense

Acquisition and integration related transaction

Depreciation and amortization

operating income (loss)

operating income

Total assets at December

Total goodwill at December

capital expenditures for the year ended December 31, 2022

Ended December 31, 2021

(in millions)

Cost of sales, excluding depreciation and amortization:

Cost of service

Cost of product sales

Selling, general and administrative expenses

Stock-based compensation expense

Acquisition and integration related transaction

Depreciation and amortization

operating income (loss)

operating loss

Total assets at December

Total goodwill at December

capital expenditures for the year ended December 31, 2021

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Ended December 31, 2020

(in millions)

Cost of sales, excluding depreciation and amortization:

Cost of service

Cost of product sales

Selling, general and administrative expenses

Stock-based compensation expense

Acquisition and integration related transaction

Depreciation and amortization

operating income (loss)

operating loss

capital expenditures for the year ended December 31, 2020

information for revenue is set forth below:

Schedule of Geographic Information

(in millions)

Total revenue

Rest of world

revenue includes revenue from customers headquartered in the UK, but whose revenue is generated globally.

information of our non-current assets excluding goodwill is set forth below:

(in millions)

Rest of world

non- current assets excluding goodwill

development costs are included as attributable to the market in which they are utilized.

ENTERTAINMENT, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

OF DECEMBER 31, 2022 AND 2021, AND FOR THE YEARS ENDED

31, 2022, 2021 AND 2020

Concentration

the year ended December 31, 2022, one customer represented at least 10% of revenues, accounting for 13 % of the Company’s revenues.

This customer was served by the Virtual Sports and Interactive segments.

During the year ended December 31, 2021, no customers represented

at least 10 % of revenues.

During the year ended December 31, 2020, one customer represented at least 10% of revenues, accounting for

22 % of the Company’s revenues.

This customer was served by the Gaming, Virtual Sports and Interactive segments.

December 31, 2022, there was one customer that represented at least 10% of the Company’s accounts receivable, accounting for 24 %

of the Company’s accounts receivable.

At December, 2021, there were no customers that represented at least 10 % of the Company’s

accounts receivable.

Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements

The Company did not identify subsequent events that would have required adjustment

or disclosure in the consolidated financial statements.

Form 10-K Summary.

Sale Agreement, dated July 13, 2016, by and among Hydra Industries Acquisition Corp., the Vendors, Target Parent, DMWSL 632 Limited

and Gaming Acquisitions Limited (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company,

filed with the SEC on July 19, 2016).

Arrangements Agreement, dated December 23, 2016, between Hydra Industries Acquisition Corp.

and the Vendors listed in schedule 1

to the Share Sale Agreement (incorporated herein by reference to Exhibit 10.18 to the Current Report on Form 8-K of the Company,

filed with the SEC on December 30, 2016).

Purchase Agreement, dated as of June 11, 2019, by and between Inspired Gaming (UK) Limited and Novomatic UK Ltd.

(incorporated herein

by reference to Exhibit 2.1 of the Current Report on Form 8-K of the Company, filed with the SEC on June 11, 2019).

Amended and Restated Certificate of Incorporation of Inspired Entertainment, Inc.

3 unchanged sentences

3.1 of the Current Report on Form 8-K of the Company, filed with the SEC on August 14, 2020).

Amended and Restated Bylaws of Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K Company, filed with the SEC on November 11, 2019).

Second Amended and Restated Bylaws of Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp.

4 unchanged sentences

reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company, filed with the SEC on March 31, 2022.

Indenture, dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.5).

Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).

dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries

of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security

agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to

the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.4).

Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment

7 unchanged sentences

herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Entertainment, Inc.

2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form

10-K of the Company, filed with the SEC on December 4, 2017).

Entertainment, Inc.

Second Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Post-Effective

Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

Entertainment, Inc.

2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K

of the Company, filed with the SEC on December 10, 2018).

Entertainment, Inc.

2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K

of the Company, filed with the SEC on March 31, 2022).

Inspired Entertainment, Inc.

2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2017, filed with the SEC on December 4, 2017).

Inspired Entertainment, Inc.

Second Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

Inspired Entertainment, Inc.

2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2018, filed with the SEC on December 10, 2018).

Inspired Entertainment, Inc.

2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).

Inspired Entertainment, Inc.

2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Forms of Grant Agreements for fiscal year 2023 under the Inspired Entertainment, Inc.

2021 Omnibus Incentive Plan (Time-Based Form of Agreement and Performance-Based Form of Agreement).

2021 Omnibus Incentive Plan (Time-Based Form of Agreement and Performance-Based Form of Agreement) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).

Inspired Entertainment, Inc.

2023 Short-Term Incentive Bonus Plan.

Agreement, dated as of October 9, 2020, by and between the Company and A.

Lorne Weil (incorporated herein by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020).

Letter, dated April 21, 2021, from the Company to A.

Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on May 14, 2021).

Addendum, effective June 21, 2021, to the Employment Agreement dated October 9, 2020 by and between the Company and A.

Employment Agreement, dated as of October 9, 2020, by and between Inspired Entertainment, Inc.

Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020).

Letter, dated April 21, 2021, from Inspired Entertainment, Inc.

Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2021, filed with the SEC on May 14, 2021).

Addendum, effective June 21, 2021, to the Employment Agreement dated October 9, 2020 by and between Inspired Entertainment, Inc.

Lorne Weil (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the Company on June 24, 2021).

Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between the Company and A.

Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc.

Lorne Weil (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).

Agreement, dated February 17, 2020, between Inspired Entertainment, Inc.

Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc.

and Brooks H.

Pierce (incorporated by reference to Exhibit

10.15 to the Annual Report on Form 10-K of the Company, filed with the SEC on March 30, 2020).

Letter Agreement, dated July 21, 2021, by and between the Company and Brooks H.

Pierce (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2019, filed with the SEC on March 30, 2020).

Letter Agreement, dated July 21, 2021, by and between Inspired Entertainment, Inc.

and Brooks H.

Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on July 23, 2021).

Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between the Company and Brooks H.

Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc.

and Brooks H.

Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).

Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

Performance-Based Grant Agreement, dated May 9, 2023, between Inspired Entertainment, Inc.

and Brooks H.

Pierce (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen.

Employment Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

and Daniel B.

Silvers (incorporated herein by reference

to Exhibit 10.3 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

dated December 22, 2017, to the Employee Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

Silvers (incorporated herein by reference to Exhibit 10.13 to the Post-Effective Amendment to the Registration Statement on Form

S-1 of the Company, filed with the SEC on December 29, 2017).

effective January 31, 2020, to the Employment Agreement dated December 14, 2016 (as amended) by and between the Company and Daniel

Silvers (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, filed with the SEC

on February 6, 2020).

Separation and Release Agreement, dated January 10, 2023, between the Company and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

Amendment, dated December 22, 2017, to the Employee Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.13 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

Amendment effective January 31, 2020, to the Employment Agreement dated December 14, 2016 (as amended) by and between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 6, 2020).

Separation and Release Agreement, dated January 10, 2023, between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023).

Grant Agreements (Time-Based Agreement and Performance-Based Agreement), dated February 14, 2023, between Inspired Entertainment, Inc.

and Daniel B.

Silvers (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).

Agreement, dated August 3, 2021, by and between IG UK and Stewart F.B.

Baker (incorporated herein by reference to Exhibit 10.1 to

the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Employment Agreement, dated August 3, 2021, by and between IG UK and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Baker (incorporated herein by

reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Letter of Resignation of Stewart F.B.

Baker, dated December 19, 2023.

Employment Agreement, dated August 3, 2021, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon.

Inspired Entertainment, Inc.

2 unchanged sentences

Appendix) (adopted as a subplan to the Inspired Entertainment Employee Stock Purchase Plan) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on November 9, 2022).

Non-Employee Director Compensation Policy (as amended and restated) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on May 10, 2022).

of the Company.

Non-Employee Director Compensation Policy (updated as of May 9, 2023) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Subsidiaries of the Company.

Consent of Marcum LLP.

3 unchanged sentences

Section 906 Certification of Principal Financial Officer.

Inspired Entertainment, Inc.

Clawback Policy.

XBRL Instance Document

5 unchanged sentences

management contract or compensatory plan.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

1 unchanged sentence

ENTERTAINMENT, INC.

March 16, 2023

Executive Officer)

April 15, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 16, 2023

April 15, 2024

Lorne Weil, Executive Chairman

March 16, 2023

Baker, Chief Financial Officer

(Principal Financial and Accounting Officer)

March 16, 2023

(Principal Executive Officer)

April 15, 2024

Marilyn Jentzen

Jentzen, Interim Chief Financial Officer

Financial and Accounting Officer)

April 15, 2024

Chambrello, Director

March 16, 2023

April 15, 2024

Raphaelson, Director

March 16, 2023

April 15, 2024

Rogers, Director

March 16, 2023

April 15, 2024

Saferin, Director

March 16, 2023

April 15, 2024

Katja Tautscher

Tautscher, Director

March 16, 2023

April 15, 2024

Vandemore, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures