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Item 1A. Risk Factors

2026-03-10 compared with 2025-03-26 · 593 added, 571 removed, 578 unchanged (67% of the section changed)

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business is subject to a high degree of risk.

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

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

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

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

business, below.

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

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

of their investments.

These disclosures reflect our beliefs and opinions as to factors that could

materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only and

are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood

of occurring in the future.

of Risk Factors

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

We have identified material

weaknesses in our disclosure controls and procedures and internal control over financial reporting, which we are in the process of remediating.

Failure to remediate these material

weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial

Particularly in our Virtuals

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

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

and prospects.

We are dependent on our

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

We operate in a highly

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

One of the major risks

to our business is the use of Artificial Intelligence (“AI”) by malicious actors.

AI-powered bots can imitate human players

in online gambling platforms, potentially undermining the fairness and integrity of games.

These bots can be programmed to try and

exploit vulnerabilities in a gambling platform’s security infrastructure, can launch advanced phishing attacks, malware, and ransomware,

and pose a significant threat to the security of online gambling platforms.

These attacks can lead to substantial financial losses,

compromise game, financial or user data, and damage the company’s reputation.

Data privacy and

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

us to possible sanctions and other penalties.

Our results of operations

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

Our industry is subject

to strict government regulations that could limit our existing operations and have a negative impact on our ability to grow.

of our income is generated through the licensing and supply of software and technology to B2C operators.

Our business is therefore

highly dependent on the laws and regulations relating to the supply of gaming services, which laws and regulations are complex and

inconsistent across jurisdictions and are subject to change.

Our industry is subject

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

Our ability to provide

our software to gaming operators depends upon the integrity, reliability and operational performance of our systems, games and products.

Because tax laws and regulations

are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently recorded by us.

Our operations

in non-European markets means withholding taxes are payable on royalty, interest and/or dividend which may impact cash flow and/or

profitability;

We may be adversely affected

by disruptions to our transaction gaming and lottery systems, as well as disruptions to our internal enterprise and information technology

Our directors and key personnel are subject to the

approval of certain regulatory authorities, which, if withheld, would require us to sever our relationship with non-approved individuals,

which could adversely impact our operations.

Licensing and gaming authorities have significant control

over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms.

Certain of our executive officers and directors could

be affiliated with entities engaged in business activities similar to those conducted by us in the future and, accordingly, may have

conflicts of interest in determining whether a particular business opportunity should be presented to us or to another entity.

Licensing and gaming authorities have significant control

over our operations and ownership and could cause us to redeem certain stockholders on potentially disadvantageous terms.

We have operations and assets in a variety of countries,

which subjects us to additional geopolitical risks.

Our business is capital intensive and our ability to

retain customers may be influenced by our ability to deploy additional capital.

We may be unable to develop sufficient new products

and product lines and integrate them into our existing business, which may adversely affect our ability to compete; our expansion

into new sectors may present competitive and regulatory challenges that differ from current ones.

We may be required to recognize impairment charges

related to goodwill, identified intangible assets and property and equipment or to take write-downs or write-offs, restructuring

or other charges that could have a significant negative effect on our financial condition, results of operations and stock price,

which could have an adverse effect on the Company’s net assets.

Volatility or disruption in the financial markets could

materially adversely affect our business and the trading price of our common stock.

Global economic conditions could have an adverse effect

on our business, operating results and financial condition.

During the year ended December 31, 2025, except for

the items mentioned in Item 9A, management has successfully remediated previously identified material weaknesses through (i) hiring additional

qualified accounting and SOX personnel, (ii) implementing new financial systems and enhancing system configurations, (iii) designing

and implementing new and enhanced process-level controls across all significant financial reporting cycles, (iv) enhancing documentation

GAAP accounting policies and procedures, (v) strengthening management review controls and evidentiary standards, (vi) implementing

and testing IT change management and logical access controls across in-scope applications;

and (vii) establishing a formalized SOX testing

and monitoring program.

Notwithstanding this progress, and management’s expectation that all identified material weaknesses will

be remedied in the year ending December 31, 2026, failure to remediate these material weaknesses or any other material weaknesses that

we identify in the future could result in material misstatements in our financial statements.

in our Virtuals business, we rely on a relatively small number of customers for a significant portion of our sales, and the loss

of, or material reduction in, sales to any of our top customers could have an adverse effect on our business, results of operations,

financial condition and prospects.

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

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

of the major risks to our business is the use of Artificial Intelligence (“AI”) by malicious actors.

AI-powered bots

can imitate human players in online gambling platforms, potentially undermining the fairness and integrity of games.

These bots can

be programmed to try and exploit vulnerabilities in a gambling platform’s security infrastructure, can launch advanced phishing

attacks, malware, and ransomware, and pose a significant threat to the security of online gambling platforms.

These attacks can lead

to substantial financial losses, compromise game, financial or user data, and damage the company’s reputation.

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

and subject us to possible sanctions and other penalties.

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

of future performance.

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

A majority of our income is generated through the licensing and supply of software and technology to B2C operators.

business is therefore highly dependent on the laws and regulations relating to the supply of gaming services, which laws and regulations

are complex and inconsistent across jurisdictions and are subject to change.

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

ability to provide our software to gaming operators depends upon the integrity, reliability and operational performance of our systems,

games and products.

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

recorded by us.

Our operations in non-European markets means withholding taxes are payable on royalty, interest and/or dividend which

may impact cash flow and/or profitability;

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

and information technology systems.

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

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

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

on potentially disadvantageous terms.

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

by us in the future and, accordingly, may have conflicts of interest in determining whether a particular business opportunity should

be presented to us or to another entity.

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

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

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

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

from current ones.

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

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

results of operations and stock price, which could have an adverse effect on the Company’s net assets.

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

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

Relating to Our Business and Industry

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting which we are working to remediate.

Failure to remediate these material weaknesses or any other material weaknesses that we identify in the future could result in

material misstatements in our financial statements.

to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered

public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting.

The rules governing

the standards that must be met for management to assess our internal control over financial reporting are complex and require significant

documentation, testing and possible remediation.

Annually, we perform activities that include reviewing, documenting and testing our

internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting,

we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with

Section 404 of the Sarbanes-Oxley Act of 2002.

If we fail to achieve and maintain an effective internal control environment, we could

suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose

confidence in our reported financial information.

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

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

or detected on a timely basis.

Our management may be unable to conclude in future periods that our disclosure controls and procedures

are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal control

over financial reporting.

For further discussion of the material weaknesses, see Item 4, Controls and Procedures.

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting which we

are working to remediate.

Failure to remediate these material weaknesses or any other material weaknesses that we identify in the future

could result in material misstatements in our financial statements.

have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

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

possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely

During the year ended December 31, 2025, except for the items mentioned in Item 9A, management has successfully remediated previously

identified material weaknesses through (i) hiring additional qualified accounting and SOX personnel, (ii) implementing new financial

systems and enhancing system configurations, (iii) designing and implementing new and enhanced process-level controls across all significant

financial reporting cycles, (iv) enhancing documentation of U.S.

GAAP accounting policies and procedures, (v) strengthening management

review controls and evidentiary standards, (vi) implementing and testing IT change management and logical access controls across in-scope

applications;

and (vii) establishing a formalized SOX testing and monitoring program.

Notwithstanding this progress, and management’s

expectation that all identified material weaknesses will be remedied in the year ending December 31, 2026, failure to remediate these

material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial

to Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess, and our independent registered public accounting

firm is required to attest to, the effectiveness of our internal control over financial reporting.

Compliance with Section 404 requires

significant documentation, testing and ongoing evaluation of our control environment.

If we fail to maintain effective internal control

over financial reporting, we may be unable to conclude that our disclosure controls and procedures are effective.

control environment is inherently complex due to the multi-jurisdictional nature of our operations, including varying gaming tax regimes,

statutory levies, withholding taxes, transfer pricing considerations and evolving regulatory requirements across multiple territories.

In addition, a significant portion of our revenue is derived from revenue-share and performance-based arrangements, which require complex

calculations tied to customer gross gaming revenue, tax deductions, contractual adjustments and system integrations.

The accounting for

such arrangements under U.S.

GAAP involves significant judgment, estimation and reliance on data received from customers and third-party

Changes in tax interpretation, regulatory frameworks, contract modifications or system integrations may increase the risk

of error if not supported by effective controls.

is committed to maintaining a strong internal control environment and is working towards achieving effective controls.

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control deficiencies, including material weaknesses, in the future.

If not remediated, our failure to establish and maintain effective

disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial

statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial

condition and as a result, our stockholders could lose confidence in our financial results, which could harm our business and the value

of our shares.

Particularly in our Virtuals business, we rely

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

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

Certain key customers, including

certain UK, Italian and Greek gaming terminal customers and certain Virtual Sports customers, make a significant contribution to our revenue

and profitability.

Our top ten customers generated approximately 49% of total revenue, however, no customers generated more than 10% of

total revenue in the year ended December 31, 2024.

We expect that these customers will continue to represent a significant portion of

our sales in the future.

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

or other adverse factors could materially adversely affect our revenue or return on capital and leave us with surplus terminals.

if any of these customers experience reduced revenue, such reduction could adversely affect any revenue-sharing arrangements we have with

those customers, reduce our own revenue and adversely affect our financial results.

We are dependent on our relationships with key

suppliers to obtain equipment and other supplies for our business on acceptable terms.

We have achieved significant cost

savings through our centralization of equipment and non-equipment purchases.

However, as a result, we are exposed to the credit and other

risks of a group of key suppliers.

While we make every effort to evaluate our counterparties prior to entering into long-term and other

significant procurement contracts, we cannot predict the impact on our suppliers of the current economic environment and other developments

in their respective businesses.

Insolvency, financial difficulties, supply chain delays or other factors may result in our suppliers not

being able to fulfill the terms of their agreements with us.

Further, such factors may render suppliers unwilling to extend contracts

that provide favorable terms to us, or may force them to seek to renegotiate existing contracts with us.

In addition, our business has

signed a number of significant contracts whose performance depends upon third party suppliers delivering equipment on schedule for us

to meet its contract commitments.

Failure of the suppliers to meet their delivery commitments could result in us being in breach of and

subsequently losing those contracts.

Although we believe we have alternative sources of supply for the equipment and other supplies used

in our business, concentration in the number of our suppliers could lead to delays in the delivery of products or components, and possible

resultant breaches of contracts that we have entered into with our customers;

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

Failure to remediate existing material weaknesses, or the identification

of additional deficiencies in future periods, could result in material misstatements, restatements, delays in SEC filings, increased

audit costs, regulatory scrutiny or loss of investor confidence.

Any such developments could materially and adversely affect our financial

condition, results of operations, access to capital and the market value of our securities.

in our Virtuals business, we rely on a relatively small number of customers for a significant portion of our sales, and the loss of,

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

condition and prospects.

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

contribution to our revenue and profitability.

Our top ten customers generated approximately 48% of total revenue, however, no customers

generated more than 10% of total revenue in the year ended December 31, 2025.

We expect that these customers will continue to represent

a significant portion of our sales in the future.

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

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

us with surplus terminals.

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

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

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

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

However, as a result, we

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

While we make every effort to evaluate our counterparties prior

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

economic environment and other developments in their respective businesses.

Insolvency, financial difficulties, supply chain delays or

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

Further, such factors may

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

contracts with us.

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

suppliers delivering equipment on schedule for us to meet contractual commitments.

Failure of the suppliers to meet their delivery commitments

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

Although we believe we have alternative sources of supply

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

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

increases in the

prices we must pay for products or components;

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

and other concerns.

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

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

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

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

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

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

that impair our ability to manufacture or sell our machines.

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

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

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

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

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

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

political unrest, pandemic, strikes, labor shortages, freight transportation availability, disruption in logistics, import

restrictions, or other factors that impair our ability to manufacture or sell our machines.

Failure to take adequate steps to

mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, adversely affect our

business, financial condition, and results of operations, as well as require additional resources to restore our supply chain.

manage this risk, we have partnered with a key supplier to operate from shared locations in both the UK and the US.

relationship has allowed our supplier to store 80% complete clone terminals which can easily be configured, into final products,

ready for sale with a significantly reduced delivery lead time.

As terminals are completed, the clone terminal inventory is

replenished in order to maintain the shortest supply chain possible.

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

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

increased our labor costs, which could negatively impact our profitability.

Labor shortages or lack of skilled labor, and

current UK policy have led to increases in costs to meet demand as we roll out

incremental programs to attract and retain talent.

Further taxes may be introduced in the UK which may further increase labor

Labor shortages may also negatively impact

us from servicing all demand that exists for our products or operating our service operations and manufacturing facilities

results of operations may be adversely affected by labor shortages, employee turnover and sustained increases in labor-related costs.

Inflationary pressures, increases in the UK National Living Wage, changes to employer National Insurance contribution requirements, and

tightening immigration and skilled worker visa policies have increased employment costs in the United Kingdom and other jurisdictions

in which we operate.

Further fiscal measures or employment-related regulation could increase payroll taxes, pension obligations, statutory

benefits, or other employment costs.

for skilled personnel — particularly in software engineering, cybersecurity, data analytics, artificial intelligence, compliance,

regulatory affairs and gaming technology — remains intense both within the gambling industry and across broader technology sectors.

As a result, we have experienced upward pressure on compensation, recruitment costs, retention incentives and equity-based awards.

may be required to implement additional compensation adjustments, hiring incentives or restructuring initiatives to attract and retain

qualified personnel, which could materially increase operating expenses.

shortages or reduced workforce availability could impair our ability to develop and certify new products, maintain platform uptime and

service levels, meet customer implementation timelines, support regulatory compliance functions, or operate our service operations and

manufacturing facilities efficiently.

In addition, higher turnover may result in loss of institutional knowledge, delays in product development,

reduced operational efficiency and increased training and onboarding costs.

labor costs may not be recoverable through pricing adjustments or contractual arrangements with customers, particularly under fixed-fee,

minimum guarantee or revenue-share contracts, which could adversely affect margins and profitability.

Any sustained inability to attract,

retain or replace qualified personnel on commercially reasonable terms could materially and adversely affect our business, financial

condition and results of operations.

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

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and operating scale than we do, or which may operate in countries which have lower labor costs.

Such competition could adversely affect our ability to win new contracts and sales and renew existing

We operate in a period of intense price-based competition in some key sectors, which could affect the profitability of the

contracts and sales we do win.

Such competition could adversely affect

our ability to win new contracts and sales and renew existing contracts.

We operate in a period of intense price-based competition in

some key sectors, which could affect the profitability of the contracts and sales we do win.

certain sectors, our businesses also face competition from suppliers, operators or licensees who offer products for internet gaming in

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

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

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

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

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could lose substantial revenue due to introduction or increase of gaming taxes, levies, withholding taxes and other local taxes.

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

our customers.

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

which adversely affect our customers are likely to adversely affect us.

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

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

to renew their contracts.

Finally, revenues generated in third party countries (i.e.

outside of the EU or the UK) often attract withholding

and/or other local sales taxes which, even if recoverable, may impact short - term

Mandatory levies are and can be introduced in certain places, such as the UK, to fund research into the prevention, treatment,

and prevention of gambling related harm .

could lose substantial revenue or experience reduced profitability due to the introduction of, or increases in, gaming taxes, statutory

levies, withholding taxes, digital services taxes and other local or cross-border fiscal measures.

business is indirectly and, in certain cases, directly exposed to changes in gaming tax regimes and related fiscal policies in the jurisdictions

in which our customers operate or where we supply products and services.

Governments continue to reassess gambling taxation frameworks

in response to public policy considerations, fiscal pressures and increased regulatory scrutiny of the sector.

Such reassessments may

result in higher headline tax rates, broadened tax bases, new statutory levies, increased enforcement activity, supplier registration

requirements, or the recharacterization of supplier revenues for tax purposes.

the United Kingdom, fiscal and regulatory developments through February 2026 have increased cost pressures across both remote and land-based

gaming channels.

These include prior increases to Remote Gaming Duty and Remote Betting Duty, the implementation of the statutory levy

to fund research, prevention and treatment relating to gambling-related harm, and continued regulatory focus on affordability assessments,

product design and marketing restrictions.

Further reform of UK gambling taxation, including potential restructuring or harmonization

of remote duty regimes, has been the subject of ongoing policy discussion and could result in additional fiscal burdens on the sector.

operators in the UK have also faced compounding pressures, including increases in employment costs, employer National Insurance contributions,

National Living Wage requirements, property-related expenses and compliance costs.

These factors may reduce customer profitability, accelerate

retail consolidation or shop closures, and constrain capital investment in new terminals, digital integrations and content procurement,

which could reduce demand for our products and services.

Brazil, the recently implemented federal sports betting and online gaming regulatory framework has introduced licensing requirements,

fixed concession fees and taxation based on gross gaming revenue.

The regulatory and fiscal regime remains subject to ongoing clarification,

secondary regulation and potential amendment, including with respect to likely B2B licensing.

The effective tax burden on licensed operators,

combined with state-level tax considerations, municipal service taxes and withholding obligations, may reduce operator margins and impact

their ability or willingness to enter into or renew commercial arrangements on existing terms.

In addition, evolving interpretations

regarding the tax treatment of cross-border technology, intellectual property royalties, hosting services or platform fees may result

in additional withholding taxes, indirect taxes or local establishment risks for suppliers.

significant portion of our contracts are structured on a revenue-share basis calculated net of gaming taxes, levies and similar charges.

Accordingly, increases in gaming duties, statutory levies or related fiscal costs borne by our customers generally reduce the gross gaming

revenue pool from which our revenues are derived and may compress our margins.

Fiscal or regulatory changes may also cause customers

to renegotiate commercial terms, seek pricing concessions, delay product rollouts, reduce capital expenditures, consolidate operations

or decline to renew agreements.

the UK and Brazil, several jurisdictions have implemented or proposed increased gaming duties, digital services taxes, point-of-consumption

taxes, or withholding taxes applicable to cross-border technology or intellectual property payments.

Tax authorities may also challenge

transfer pricing arrangements, permanent establishment positions, or the characterization of supplier revenues.

Even where withholding

or indirect taxes are contractually recoverable, they may adversely affect cash flow, increase administrative complexity and give rise

scope, rate and application of gaming taxes, levies and related fiscal measures remain subject to change, including in certain cases

with retroactive effect.

Any material increase in such taxes or levies, or changes in interpretation or enforcement, could adversely

affect customer profitability, reduce revenues under our revenue-share arrangements, increase compliance costs, and materially and adversely

affect our business, financial condition and results of operations.

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

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

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

Gaming and, to a much lesser degree, our Leisure terminal contracts in the UK, Italy and Greece often require significant up-front capital expenditures for terminal

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

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contracts and therefore on future profitability.

Certain contracts within the Leisure business segment also require injections of capital during the term for new or replacement hardware.

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

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

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

network and affecting us.

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

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

Any such breaches or attacks could

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

In addition, breaches

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

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

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

data privacy, data localization and data protection.

The risk of cyber attacks may also increase owing to current trends worldwide.

On November 8, 2023, we

detected a ransomware attack on our information technology (“IT”) systems.

The attack impacted and disrupted certain of the

Company’s corporate IT systems but did not impact any product systems.

As part of its cyber security, by design and physical separation,

the product systems were separated from the corporate systems and therefore protected from attack.

On November 15, 2023, the company

also became aware that Company data (including in the form of personal data) had been exfiltrated.

The Company has continued to work

to improve its defences against cybersecurity incidents, its educational programs for its employees and consultants in this area, and

to comply with all recommendations from the Information Commissioners Office.

we continually take significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate

the risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience attempts at

cyberattacks on its information systems.

While there have not been cybersecurity incidents or vulnerabilities that have had a

material adverse effect on the company, there is no assurance that there will not be cybersecurity incidents or vulnerabilities that

will have a material adverse effect in the future.

One of the major risks to

our business is the use of AI by malicious actors.

AI-powered bots can imitate human players in online gambling platforms, potentially

undermining the fairness and integrity of games.

These bots can be programmed to try and exploit vulnerabilities in a gambling platform’s

security infrastructure, can launch advanced phishing attacks, malware, and ransomware, imitate human players in online gambling platforms,

potentially undermining the fairness and integrity of games, and pose a significant threat to the security of online gambling platforms.

These attacks can lead to substantial financial losses, compromise game, financial or user data, and damage the company’s reputation.

Detecting fraudulent or

malicious activity can be difficult.

Although we have implemented measures intended to detect and reduce the occurrence of

fraudulent activities, including click fraud, we cannot guarantee that we will be fully successful in doing so.

information technology systems, and those of third-party service providers on which we rely, may be vulnerable to cybersecurity

incidents, including ransomware, malware, targeted attacks, data breaches or other security compromises.

Such incidents have

occurred in the past and may arise from direct attacks against us or from breaches affecting third-party networks, and no system can

be guaranteed to be fully secure.

A successful cyber incident could result in service interruptions, operational delays, loss or

unauthorized disclosure of sensitive or personal data, regulatory investigations, litigation, reputational harm and the loss of

customers, suppliers or business opportunities, while the costs to prevent, detect, mitigate or remediate such incidents could be

we continually take significant steps to mitigate cybersecurity risk across a range of functions, including those measures taken as a direct result of past such cybersecurity

incidents, such measures can never eliminate the

risk entirely or provide absolute security, and the Company has experienced and expects to continue to experience attempts at cyberattacks

on its information systems.

While there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect

on the company, there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have a material adverse

effect in the future.

of the major risks to our business is the use of AI by malicious actors.

AI-powered bots can imitate human players in online gambling

platforms, potentially undermining the fairness and integrity of games.

These bots can be programmed to try and exploit vulnerabilities

in a gambling platform’s security infrastructure, can launch advanced phishing attacks, malware, and ransomware, imitate human

players in online gambling platforms, potentially undermining the fairness and integrity of games, and pose a significant threat to the

security of online gambling platforms.

These attacks can lead to substantial financial losses, compromise game, financial or user data,

and damage the company’s reputation.

fraudulent or malicious activity can be difficult.

Although we have implemented measures intended to detect and reduce the occurrence

of fraudulent activities, including click fraud, we cannot guarantee that we will be fully successful in doing so.

If we fail to detect

or prevent fraudulent or other malicious activity, it may result in dissuading sellers and customers alike from engaging with our

products and services.

Any actual or alleged future fraudulent activity may damage our reputation, or diminish the value of our

brand name, either of which could adversely impact our business, results of operations and financial condition.

or prevent fraudulent or other malicious activity, it may result in dissuading sellers and customers alike from engaging with our products

and services.

Any actual or alleged future fraudulent activity may damage our reputation, or diminish the value of our brand name, either

of which could adversely impact our business, results of operations and financial condition.

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

believe that our success depends, in part, on protecting our intellectual property in the UK and in other countries.

Our intellectual

property includes certain trademarks relating to our systems, as well as certain patents and proprietary or confidential information

that is not subject to patent or similar protection.

Our intellectual property protects the integrity of our games, systems, products

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

Protecting our intellectual property can be expensive and

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

in certain countries.

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

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

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

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

We enter into confidentiality and license agreements with

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

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

other software documentation and other information we license from others.

Despite our effort to protect these proprietary rights, parties

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

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

our business.

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

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

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

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

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

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

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

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

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

Such litigation, whether successful or unsuccessful, could

result in substantial costs and diversion of resources.

also rely on certain products and technologies that we license from third parties.

Proprietary licenses typically limit our use of intellectual

property to specific uses and for specific time periods.

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

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

In the event that we cannot renew and/or expand

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

intellectual property.

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

subject us to possible sanctions and other penalties.

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

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

In particular, we are subject to the

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

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

the behavior of, individuals in the EEA.

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

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

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

personal data including (amongst others):

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

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

data processed;

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

and (iv) reporting of personal data breaches

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

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

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

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

Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA/UK to the U.S., with immediate effect.

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

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

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

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

data protection to that afforded in the EU.

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

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

Transfers of personal data

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

12 nations deemed adequate by the EU.

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

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

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

and would not require any additional safeguards.

We are also required to sign up to standard contractual clauses for protection

of customer data in third countries, and to comply with local data protection requirements in places where the end users of our companies

are established, as for example, Brazil.

with the GDPR in each required jurisdiction incurs compliance and operational costs.

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

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

Data supervisory authorities

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

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

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

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

believe that our success depends, in part, on protecting our intellectual property in the UK, the US, Brazil, Canada and in other countries

in which we operate.

Our intellectual property includes certain trademarks relating to our systems, as well as certain patents, copyrights

in software and game content, trade secrets, proprietary algorithms and mathematical models, databases proprietary or confidential information

that may not be protected by registration.

Our intellectual property protects the integrity, security and distinctiveness of our games,

remote gaming server platforms, systems, products and services, which are core to the regulated industries in which we operate.

and enforceability of intellectual property rights vary by jurisdiction, and protection may be limited or unavailable in certain markets.

Competitors or third parties may independently develop similar or superior products, game mechanics, software, platforms or business

models, which could diminish the value of our intellectual property and competitive position.

rely on confidentiality, invention assignment and license agreements with employees, contractors, vendors and customers, and we restrict

access to proprietary information.

These measures may not prevent unauthorized use, reverse engineering, misappropriation or copying

of our technology or business methods, and enforcing our rights globally can be costly and uncertain.

may be subject to claims that our games, software, platforms, mechanics, branding or other business activities infringe, misappropriate

or otherwise violate the proprietary rights of third parties.

Intellectual property litigation in the gaming and technology sectors is

common and may involve patents, copyrights, trademarks, trade dress or trade secrets.

Any such claims, whether meritorious or not, could

result in substantial legal costs, damages, injunctive relief, product redesign, loss of market access, contractual disruption or the

requirement to obtain licenses on unfavorable terms, if available at all.

Adverse outcomes could also invalidate our proprietary rights

or impair our ability to operate in certain jurisdictions.

also license certain technologies, content and intellectual property from third parties.

If such licenses are terminated, not renewed

or become unavailable on commercially reasonable terms, we may be required to modify or discontinue affected products or incur additional

development costs.

addition, we use open-source software components in certain products and systems.

Open-source licenses may impose obligations, including

disclosure requirements or restrictions on use.

Failure to comply with applicable license terms could require us to release proprietary

source code, re-engineer products, incur remediation costs or defend against claims.

Any inability to adequately protect our intellectual

property, defend against infringement claims, comply with open-source obligations or maintain necessary licenses could materially and

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

privacy, cybersecurity and artificial intelligence regulations could increase our costs and expose us to liability.

business is subject to numerous and evolving data protection, cybersecurity and artificial intelligence laws and regulations in the jurisdictions

in which we operate, including the EU GDPR, the UK GDPR, Brazil’s LGPD and various U.S.

state privacy and data security laws.

regimes govern the collection, storage, use, transfer and protection of personal data processed in connection with our products and services

and impose obligations relating to transparency, lawful processing, data subject rights, breach notification, vendor oversight and international

data transfers.

Our personal data processing on behalf of our customers, as a supplier of games, content, technology and products is

Nevertheless,

international transfers of personal data remain subject to legal and regulatory scrutiny.

While mechanisms such as adequacy decisions,

Data Privacy Framework and Standard Contractual Clauses currently permit certain cross-border transfers, these mechanisms

may be modified, invalidated or subject to additional safeguards, which could increase compliance costs or require changes to our data

processing arrangements.

utilize limited artificial intelligence and automated analytics tools in certain aspects of our operations and are in the early stages

of exploring and implementing artificial intelligence technologies to enhance our cybersecurity capabilities and support product development

initiatives, with a clear goal to continue strengthening our cyber security posture.

Importantly, we do not use AI to determine game outcomes

or to directly influence player results.

All game determinations operate independently of AI systems, and our use of emerging AI technologies

is limited to security and product improvement functions, not gameplay or player behavior.

Nevertheless, regulatory frameworks

governing automated decision-making and AI systems are evolving, including in the EU and UK, and may impose additional compliance, documentation,

transparency or oversight requirements.

Regulators may also scrutinize the use of analytics or profiling tools in regulated gaming environments.

to comply with applicable data protection, cybersecurity or AI-related requirements could result in regulatory investigations, administrative

fines (including under the GDPR of up to 4% of annual worldwide turnover or €20 million (or £17.5 million under the UK GDPR),

whichever is higher), litigation, contractual liability, operational disruption or reputational harm.

Any material failure to maintain

appropriate data governance, security controls or regulatory compliance could materially and adversely affect our business, financial

condition and results of operations.

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

of future performance.

revenue is subject to a number of variations.

Equipment sales and software license revenue usually reflect a limited number of large

transactions, which may not recur on an annual basis.

Consequently, revenue and operating results can vary substantially from period

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

In addition, revenue may vary depending on the timing

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

A proportion of our revenue is subject

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

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

revenues and operating results are subject to significant fluctuations from period to period due to the timing, size and mix of contracts,

product deployments and customer renewals.

Equipment sales and certain software license revenues often reflect a limited number of large

transactions that may not recur on a predictable or annual basis.

Accordingly, revenue and operating results may vary substantially based

on the timing of contract awards, regulatory approvals, product certifications, installations, renewals, customer capital expenditure

cycles and general economic conditions.

significant portion of our revenues is derived from revenue-share or performance-based arrangements tied to customer gross gaming revenue.

As a result, our revenues may fluctuate based on player activity, sporting calendars, jackpot cycles, regulatory changes affecting product

features or marketing, and other factors beyond our control.

Changes in tax regimes, affordability measures or consumer protection rules

may also impact customer performance and, in turn, our revenues.

business is also subject to seasonal trends in certain jurisdictions.

For example, in markets such as Italy and Greece, revenue may decline

during summer months due to reduced consumer activity.

Sporting schedules, holiday periods, weather patterns and tourism levels can also

affect seasonal performance across both remote and land-based channels.

addition, macroeconomic conditions, inflationary pressures, foreign exchange movements, retail shop closures, customer consolidation

and regulatory developments may affect customer investment decisions and spending patterns.

Because our cost structure includes fixed

expenses relating to technology infrastructure, personnel and compliance, fluctuations in revenue may have a disproportionate impact

on operating margins.

a result of these and other factors, our quarterly or annual operating results may not be indicative of future performance and may vary

materially from period to period.

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

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

We supply certain of our products to operators of gaming websites as well

as to aggregators that provide content to other gaming operators utilizing the internet to offer services.

Despite warranties from counterparties

in our contracts, there is some risk that our products may be used by platforms or by customers who may take bets from customers in jurisdictions

where no gaming laws or regulations exist or even where the provision of online gaming is ineffectively regulated.

Although the Company

seeks to ensure that its content is available through operators where online gaming is legal, if claims are made that any of those operators

or software platforms are not operating solely in jurisdictions where gaming is legal, the operators may be subjected to investigation

or enforcement action by regulatory authorities.

An adverse determination could result in the operator being subject to penalties ranging

from special conditions being applied to its licenses, license suspension, license loss, or the operator otherwise withdrawing from or

curtailing its activities in its sector or being subjected to fines, penalties or other legal consequences.

Any such developments could

adversely affect such operator’s revenue and have adverse effects on the Company, including loss of earnings from such operators

or platforms, or the Company’s ability to operate in such jurisdiction or in other jurisdictions.

The Company may also itself be

subject to investigations or enforcement action (if and to the extent that local laws or the laws of other jurisdictions in which the

Company operates impose liability on suppliers for the activities of the customers that they supply or for receiving funds that are deemed

to be illegal because of such activities).

Although we attempt to protect ourselves against any such liability for the activities of the

operators that we supply, including by contractually requiring those operators to operate in accordance with all applicable laws, not

to operate in certain territories and only supplying operators whose activities have been reviewed to ascertain compliance with the requisite

standards of regulatory and legal compliance, nonetheless, there is a risk that we may fail to undertake sufficient due diligence, or

fail to receive accurate information on which to conduct due diligence.

There is also a risk that there is a change in the operations

by such operators, and a risk of lack of appropriate oversight by aggregator platforms.

Our good relationships with gaming regulators,

and our compliance with gaming laws and regulations is critical to our business.

Any determination that we have, directly or indirectly,

been engaged in unlawful activity relating to gaming may adversely affect our standing with gaming regulators, and our ability to obtain

and retain required licenses and other approvals in such jurisdiction or other jurisdictions.

supply certain of our products to operators of gaming websites as well as to aggregators that provide content to other gaming operators

utilizing the internet to offer services.

Despite warranties from counterparties in our contracts, there is some risk that our products

may be used by platforms or by customers who may take bets from customers in jurisdictions where no gaming laws or regulations exist

or even where the provision of online gaming is ineffectively regulated.

Although the Company seeks to ensure that its content is available

through operators where online gaming is legal, if claims are made that any of those operators or software platforms are not operating

solely in jurisdictions where gaming is legal, the operators may be subjected to investigation or enforcement action by regulatory authorities.

An adverse determination could result in the operator being subject to penalties ranging from special conditions being applied to its

licenses, license suspension, license loss, or the operator otherwise withdrawing from or curtailing its activities in its sector or

being subjected to fines, penalties or other legal consequences.

Any such developments could adversely affect such operator’s revenue

and have adverse effects on the Company, including loss of earnings from such operators or platforms, or the Company’s ability

to operate in such jurisdiction or in other jurisdictions.

The Company may also itself be subject to investigations or enforcement action

(if and to the extent that local laws or the laws of other jurisdictions in which the Company operates impose liability on suppliers

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

Although we attempt to protect ourselves against any such liability for the activities of the operators that we supply, including by

contractually requiring those operators to operate in accordance with all applicable laws, not to operate in certain territories and

only supplying operators whose activities have been reviewed to ascertain compliance with the requisite standards of regulatory and legal

compliance, nonetheless, there is a risk that we may fail to undertake sufficient due diligence, or fail to receive accurate information

on which to conduct due diligence.

There is also a risk that there is a change in the operations by such operators, and a risk of lack

of appropriate oversight by aggregator platforms.

Our good relationships with gaming regulators, and our compliance with gaming laws

and regulations is critical to our business.

Any determination that we have, directly or indirectly, been engaged in unlawful activity

relating to gaming may adversely affect our standing with gaming regulators, and our ability to obtain and retain required licenses and

other approvals in such jurisdiction or other jurisdictions.

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

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a specified percentage, typically 5%, of equity securities of licensed or regulated businesses.

The failure of beneficial owners of our common stock

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

In light of these regulations and

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

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

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

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

The licensing procedures and

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

The failure of beneficial owners of our

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

In light of these regulations

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

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

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

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

The licensing procedures

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

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

We may be subject to disciplinary

action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any of

our subsidiaries, we:

pay that person any dividend or interest upon our voting securities,

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,

pay remuneration in any form to that person for services rendered or otherwise, or

fail to pursue all lawful efforts to require such unsuitable person to relinquish voting securities including, if necessary, the immediate

may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other

relationship with us or any of our subsidiaries, we:

that person any dividend or interest upon our voting securities,

that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,

remuneration in any form to that person for services rendered or otherwise, or

to pursue all lawful efforts to require such unsuitable person to relinquish voting securities including, if necessary, the immediate

purchase of said voting securities for cash at fair market value.

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

In particular,

the EU has adopted strict data privacy regulations.

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

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

under the EU/U.S.

Safe Harbor was an invalid mechanism of personal

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

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

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

the EU are increasingly complex and challenging.

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

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

and other jurisdictions.

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

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Foreign Corrupt Practices Act and other anti-corruption laws.

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

to improperly perform a relevant function or activity.

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

person to improperly perform a relevant function or activity.

Foreign Corrupt Practices Act generally prohibits U.S.

persons and companies

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

obtaining or retaining business.

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

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

Because a significant percentage

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

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

We are also subject to anti-money laundering

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

Assets Control (OFAC) in the U.S.

relating to our ability to engage in transactions with entities that are domiciled in countries

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

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

Although we have policies and controls in place that are

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

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

Any such violation could disrupt

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

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

officials for the purpose of obtaining or retaining business.

Certain of these anti-corruption laws also contain provisions that

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

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

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

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

trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S.

relating to our ability to engage

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

(currently under extensive sanctions:, Cuba, Iran, North Korea, Russia, and Crimea, Donetsk and Luhansk regions of Ukraine, as well as others under targeted

sanctions programs), or that are included on OFAC’s list of Specially Designated

Nationals and Blocked Persons.

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

laws and sanctions regimes, if those controls are ineffective or an employee or intermediary fails to comply with the applicable regulations, we may be

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

Any such violation could disrupt our business and adversely

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

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

administered by the Office of Foreign Assets Control (OFAC) in the U.S.

relating to our ability to engage in transactions with entities

that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently under extensive sanctions:

Iran, North Korea, Rusia, and Crimea, Donetsk and Luhansk regions of Ukraine, as well as others under targeted sanctions programs), or

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

Although we have policies and controls

in place that are designed to ensure compliance with these laws and sanctions regimes, if those controls are ineffective or an employee

or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions as well as other penalties.

Any such violation could disrupt our business and adversely affect our reputation, results of operations, cash flows and financial condition.

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

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

technical advice provided by our compliance manager and outside professionals.

technical advice provided by our compliance managers and outside professionals.

There can be no assurance that such steps will prevent

1 unchanged sentence

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

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stakes, prize, technology

certifications and return to player percentages.

industry is subject to regulations that set parameters for levels of gaming or wagering duty, tax, stakes, prize, technology certifications

and return to player percentages.

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

player percentages of wagering, betting and lottery games and the speed at which players can participate in gaming, or technology certifications are, or may be, defined by

government regulations, according to each jurisdiction and remain subject to change.

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

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

locations in which licensed gaming premises may be situated).

Once authorized, such parameters are subject to extensive and evolving

governmental regulation.

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

Therefore, we are

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

If a key parameter is changed,

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

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

business is subject to evolving technology.

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

Our ability to anticipate

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

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

For example, some of our contracts

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

Because regulatory

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

to adapt our technology to changes in regulation.

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

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

player percentages of wagering, betting and lottery games and the speed at which players can participate in gaming, or technology certifications

are, or may be, defined by government regulations, according to each jurisdiction and remain subject to change.

Those regulations may

also affect the premises in which gaming activities may take place (i.e., by limiting the number of gaming machines which may be housed

in a licensed gaming location, or by restricting the locations in which licensed gaming premises may be situated).

Once authorized, such

parameters are subject to extensive and evolving governmental regulation.

Moreover, such regulatory gaming requirements vary from jurisdiction

to jurisdiction.

Therefore, we are subject to a wide range of complex gaming parameters in the jurisdictions in which we are licensed.

If a key parameter is changed, such as the level of taxation or duty or the maximum stake or prize or return to player of a game, then

it may be to the detriment of our business, financial condition, results and prospects or we may be unable to distribute our products

business is subject to evolving technology, product certification and operational performance risks.

products and platforms are subject to regulatory certification, technical standards, testing and homologation requirements in the jurisdictions

in which they are deployed.

Delays in obtaining or renewing approvals, failure to meet evolving technical standards, or withdrawal or

suspension of certifications could delay product launches, restrict market access or require costly modifications.

In addition, our business

depends on the reliable performance, availability and scalability of our remote gaming servers, platforms, integrations and related infrastructure.

System outages, latency issues, data integrity errors, cybersecurity incidents, capacity constraints or integration failures could disrupt

customer operations, result in contractual penalties or reputational harm and subject us to regulatory scrutiny.

We also rely on third-party

technology providers, including cloud infrastructure providers, hosting services, payment systems, data feeds, random number generators

and other software and hardware vendors.

Disruptions, service failures, security breaches, contractual disputes or termination of such

third-party arrangements could impair our ability to deliver products and services.

maintaining, upgrading or migrating legacy systems and addressing technical debt may require significant investment and could create

operational risk, delays or performance limitations.

Any failure of our technology infrastructure or product certification processes

could materially and adversely affect our business, financial condition and results of operations.

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

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financial condition and cash flows.

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

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

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

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

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

Environmental, social and governance,

responsible gambling and market perception risks could adversely affect our business.

While the Company is not currently

subject to specific regulatory reporting or supervisory requirements relating to environmental, social or governance (“ESG”)

matters in either the United States or the United Kingdom, certain of the Company’s customers and commercial partners periodically

request information regarding the Company’s policies, practices and performance in areas such as environmental sustainability, governance

and corporate responsibility.

These requests are typically made through customer due-diligence processes, supplier questionnaires or procurement

The Company responds to such requests on a case-by-case basis and continues to monitor evolving expectations in this area.

Although these inquiries do not presently constitute formal regulatory obligations, they may require management attention and the development

or enhancement of internal policies, procedures and reporting practices over time.

Even as a B2B provider, adverse developments affecting

the broader gambling sector including a heightened focus on affordability, player protection, advertising restrictions or social impact

may indirectly impact our customers’ operations, profitability and demand for our products.

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

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our results of operations.

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

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

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

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

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

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

There can be no assurance that acquisition

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

to complete potential acquisitions.

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

to identify, complete and successfully integrate commercially viable acquisitions.

Acquisition transactions may disrupt our ongoing business

and distract management from other responsibilities.

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

our existing stockholders and earnings per share.

inability to identify, complete or successfully integrate future acquisitions could limit our growth and adversely affect our results.

may pursue strategic acquisitions to expand our products, technology capabilities or geographic footprint;

however, we cannot assure

that suitable opportunities will be available on acceptable terms or that we will obtain necessary financing, shareholder approvals or

gaming regulatory clearances, including change-of-control and suitability approvals across multiple jurisdictions.

Acquisitions in the

regulated gaming industry involve significant risks, including integration challenges, regulatory delays, unforeseen liabilities, customer

or employee attrition, tax and compliance exposure, and failure to achieve anticipated synergies.

Transactions financed with debt may

increase leverage, and those involving equity issuances may dilute existing stockholders.

If we are unable to successfully identify,

complete or integrate acquisitions, our growth strategy, financial condition and results of operations could be materially and adversely

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

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

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

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

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

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during the year ended December 31, 2025.

In the year ended December 31, 2024, we earned approximately 73% of our revenue from our operations in the UK, 7% of our revenue from

our operations in Greece, and 20% of our revenue from our operations in the rest of the world.

Our business in foreign markets subjects

us to risks customarily associated with such operations, including:

ended December 31, 2025, we earned approximately 69% of our revenue from our operations in the UK, 9% of our revenue from our operations

in Greece, and 22% of our revenue from our operations in the rest of the world.

Our business in foreign markets subjects us to risks

customarily associated with such operations, including:

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

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

gaming tax increases;

tax increases;

economic, tax and regulatory policies of foreign governments;

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were otherwise affected.

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

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

affect our business.

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

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

negatively affect our business.

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

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

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

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

Know-your-customer

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

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

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

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

success depends upon our key personnel.

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

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

lose the services of one or more members of our management team or key employees, our business, financial condition and results of operations,

as well as the market price of our securities, could be adversely affected.

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

controlling our labor costs.

be successful, we must attract, develop and retain highly qualified and talented personnel who have the experience, knowledge and expertise

to successfully implement our key business strategies.

We also must attract, develop and retain our labor force while maintaining labor

We compete for employees, including sales people, regional management, executive officers and others, with a broad range of employers

in many different industries, including large multinational firms, and we invest significant resources in recruiting, developing, motivating

and retaining them.

The failure to attract and retain key employees, or to develop effective succession planning to assure smooth transitions

of those employees and the knowledge, customer relationships and expertise they possess, could negatively affect our competitive position

and our operating results.

Further, if we are unable to cost-effectively recruit, train and retain sufficient skilled personnel, we may

not be able to adequately satisfy increased demand for our products and services, which could adversely affect our operating results.

success depends on our ability to attract, retain and develop key personnel.

performance depends significantly on the continued services and contributions of our senior management, key technical specialists, game

designers, developers and other employees with expertise in regulated gaming technology, compliance and operations.

The loss of one or

more key individuals, or the inability to attract, retain, develop and effectively replace qualified personnel in a competitive labor

market, could disrupt our operations, impair customer relationships, delay product development, weaken our strategic execution and adversely

affect our financial condition and results of operations.

We compete with a broad range of companies, including large multinational technology

firms, for skilled personnel and may face upward pressure on compensation and retention incentives.

Failure to implement effective succession

planning or to recruit and retain talent on commercially reasonable terms could adversely affect our growth, operational performance

and competitive position.

in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur in

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and our flexibility in planning for, and reacting to, changes in business conditions.

of December 31, 2024, our senior debt consisted of an aggregate of £235.0 million ($294.4 million) of Senior Secured Notes

(carrying an interest rate of 7.875% per annum, and maturing on June 1, 2026), and we had £20.0 million ($25.1 million) of

credit facility borrowings available under the RCF Agreement, with £15.0 million ($18.8 million) drawn as of December 31, 2024

(see Note 13 to our audited financial statements for the year ended December 31, 2024, included elsewhere in this Report).

Indenture governing the Senior Secured Notes contains incurrence covenants that limit the ability of the Company and the Company’s

restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted

subsidiaries;

of December 31, 2025, our senior debt consisted of an aggregate of £270.0 million ($363.2 million) of Senior Notes, which

carry an interest rate per annum equal to the Sterling Overnight Index Average (“SONIA”) rate plus a margin

(based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum and mature on

June 9, 2030 (five years from the date of issuance), in addition to credit facility borrowings available under a secured revolving

facility (“the RCF Agreement”), in an original principal amount of £17.8 million ($23.9 million) under which, as

of the Closing Date of June 9, 2025, the Issuer is able to draw funds.

The RCF Agreement will terminate on December 9, 2029 (54 months from the

Closing Date).

(see Note 13 to our audited financial statements for the year ended December 31, 2025, included elsewhere in this

Notes Purchase Agreement governing the Senior Notes contains incurrence covenants that limit the ability of DMWSL 631 Limited (the “Financing

Parent”) and its 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;

(iii) make restricted payments, including dividends or distributions

to the Financing Parent’s stockholders or repurchase the Financing Parent’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.

(v) make certain investments, including participating joint ventures;

(vi) sell assets, or consolidate or merge with or into other companies;

(vii) sell or transfer all or substantially all of the Financing Parent’s assets or those of the Financing Parent’s subsidiaries

on a consolidated basis;

and (viii) engage in certain transactions with affiliates.

Notes Purchase Agreement requires that the Financing Parent maintain a maximum consolidated senior secured net leverage ratio of 5.00x

on the test date for the relevant period ended September 30, 2025, stepping down to 4.75x on June 30, 2027 and thereafter (the “Senior

Secured Notes Financial Covenant”).

The Senior Notes Financial Covenant is calculated as the ratio of consolidated senior secured

net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income

and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis.

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

RCF Agreement governing credit facility borrowings contains various covenants (which include restrictions regarding the incurrence of

liens, the incurrence of indebtedness by the Company’s subsidiaries and fundamental changes, subject in each case to certain exceptions),

representations, warranties, limitations and events of default (which include non-payment, breach of obligations under the financing

documents, cross-default, insolvency and litigation) customary for similar facilities for similarly rated borrowers and subject to customary

carve-outs and grace periods.

Following the occurrence of an event of default which has not been waived or remedied, the Lenders who

represent more than 66.67% of total commitments under the RCF may, subject to the terms of an intercreditor agreement (which governs

the relationship between the Lenders and the holders of the Senior Secured Notes), instruct the agent to (i) accelerate the RCF Loans,

(ii) instruct the security agent to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.

RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for

the relevant period ended June 30, 2022, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024

and thereafter (the “RCF Financial Covenant”).

The RCF Financial Covenant is calculated as the ratio of consolidated senior

secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest

income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling

basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.

The RCF Agreement does

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

liens, the incurrence of indebtedness by the Financing Parent’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 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 50% 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 Notes), instruct the agent to (i) accelerate the RCF Loans, (ii) instruct the security agent

to enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.

RCF Agreement requires that the Financing Parent maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test

date for the relevant period ended September 30, 2025, stepping down to 5.25x on June 30, 2027 and thereafter (the “RCF Financial

The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma

EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the

12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis.

The RCF Agreement does not

include a minimum interest coverage ratio or other financial covenants.

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

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Alternatively, changes in social

mores and demographics could result in reduced acceptance of gaming as a leisure activity.

habits, preferences and demographics could result in reduced acceptance of gaming as a leisure activity.

If the popularity of gaming declines for any

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on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

may issue a significant number of shares of our common stock or other securities from time to time.

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions

and investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any, that

future sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment is

significant, the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other

securities that we may issue may in turn be substantial and may result in additional dilution to our stockholders.

We may also grant

registration rights covering shares of our common stock or other securities that we may issue in connection with any such

acquisitions and investments.

On May 17, 2021, the Company filed a registration statement on Form S-3, pursuant to which the Company

may offer and sell from time to time, in one or more series, any one of the following securities of our company, for total gross

proceeds up to $300,000,000:

or unsecured debt securities consisting of notes, debentures or other evidence of indebtedness which may be senior debt securities,

senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;

to purchase our securities;

to purchase any of the foregoing securities;

comprised of, or other combinations of, the foregoing securities.

Although the registration statement has expired, we

may in the future file additional registration statements in order to register similar securities as those listed above, upon which the

market price of our securities could drop significantly if the holders of these securities sell them or are perceived by the market as

intending to sell them.

may issue a significant number of shares of our common stock or other securities from time to time which could result in substantial dilution and adversely affect the market price of our common stock.

may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and

investments or for other capital needs.

We cannot predict the size of future issuances of our shares or the effect, if any, that future

sales and issuances of shares would have on the market price of our common stock.

If any such acquisition or investment is significant,

the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other securities that we may

issue may in turn be substantial and may result in additional dilution to our stockholders.

We may also grant registration rights covering

shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments.

The actual or perceived issuance or resale of these securities could cause

the market price of our common stock to decline significantly.

2021, we filed a “shelf” registration statement on Form S-3 covering

the offer and sale of up to $300.0 million of various securities, including common stock, preferred stock, debt securities, warrants,

rights and units.

Although this registration statement has expired, we may in the future file additional registration statements covering

similar securities.

Any such future offerings, or the perception that we may conduct such offerings, could materially and adversely affect

the market price of our securities.

Anti-takeover

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of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

provisions, alone or together, could delay or dissuade hostile takeovers and changes in control of the Company or changes in our

Board of Directors and management.

provisions, alone or together, could delay or dissuade hostile takeovers and changes in control of the Company or changes in our Board

of Directors and management.

a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation

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We are exposed to the impact of any global or domestic economic disruption.

Our ability to continue to

fund operating expenses, capital expenditures and other cash requirements over the long term may require access to additional sources

of funds, including equity and debt capital markets, and market volatility and general economic conditions may adversely affect our ability

to access capital markets.

In addition, the inability of our vendors to access capital and liquidity with which to maintain their inventory,

production levels and product quality and to operate their businesses, or the insolvency of our vendors, could lead to their failure

to deliver merchandise.

Our ability to continue to fund operating expenses,

capital expenditures and other cash requirements over the long term may require access to additional sources of funds, including equity

and debt capital markets, and market volatility and general economic conditions may adversely affect our ability to access capital markets.

In addition, the inability of our vendors to access capital and liquidity with which to maintain their inventory, production levels and

product quality and to operate their businesses, or the insolvency of our vendors, could lead to their failure to deliver merchandise.

If we are unable to purchase products when needed, our sales could be materially adversely affected.

volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have an adverse effect

on the trading price of our common stock.

Accordingly, volatility or disruption

in the financial markets could impair our ability to execute our growth strategy and could have an adverse effect on the trading price

of our common stock.

exchange rate fluctuations could result in lower revenue, higher costs and decreased margins and earnings.

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rates globally.

International revenue and expenses generally are derived from sales and operations in various foreign

currencies, and this revenue and these expenses could be affected by currency fluctuations, specifically amounts recorded in foreign

currencies and translated into USD for consolidated financial reporting, as weakening of foreign currencies relative to the USD will

adversely affect the USD value of the Company’s foreign currency-denominated sales and earnings.

Currency exchange rate fluctuations

could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials

more expensive and more difficult to finance.

Foreign currency fluctuations could have an adverse effect on our results of operations

and financial condition.

International revenue and expenses generally are derived from sales and operations in various foreign currencies, and

this revenue and these expenses could be affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated

into USD for consolidated financial reporting, as weakening of foreign currencies relative to the USD will adversely affect the USD value

of the Company’s foreign currency-denominated sales and earnings.

Currency exchange rate fluctuations could also disrupt the business

of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult

Foreign currency fluctuations could have an adverse effect on our results of operations and financial condition.

may hedge other foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations

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effectively serving our customers and thus adversely affect our results of operations.

of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to

these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics or the threat

of or perceived potential for these events could have a negative impact on us.

of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses

to these hostilities, global health risks or pandemics, natural disasters such as cyclones and typhoons, or the threat of or

perceived potential for these events could have a negative impact on us.

These events could adversely affect our customers’

levels of business activity (or involve government mandated shutdowns of our venues) and precipitate sudden significant changes in regional

and global economic conditions and cycles.

These events also pose significant risks to our employees and our physical facilities and

operations around the world, whether the facilities are ours or those of our third-party service providers or customers.

By disrupting

communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these events

could make it difficult or impossible for us to deliver products and services to our customers.

Extended disruptions of electricity,

other public utilities or network services at our facilities, as well as system failures at our facilities or otherwise, could also adversely

affect our ability to serve our customers.

We may be unable to protect our employees, facilities and systems against all such occurrences.

We generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars.

If these disruptions

prevent us from effectively serving our customers, our results of operations could be adversely affected.

levels of business activity in certain areas (or involve government-mandated shutdowns of our customers’ and our venues) and

precipitate sudden significant changes in regional and global economic conditions and cycles.

We generally do not have insurance for losses

and interruptions caused by terrorist attacks, conflicts and wars.

If these disruptions prevent us from effectively serving our

customers, our results of operations could be adversely affected.

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 1A. Risk Factors