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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2022

 or

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____ to _____

 COMMISSION
FILE NUMBER: 001-36689

ENTERTAINMENT, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 47-1025534

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

West 57th Street, Suite 415

 New
York, New York 10107

 (646) 565-3861

 (Address,
including zip code, of principal executive offices

 and
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Exchange Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 INSE

 The
 Nasdaq Stock Market LLC

 Securities
registered under Section 12(g) of the Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the act): Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
§240.10D-1(b).

 The
aggregate market value of the registrant's common stock, other than shares held by persons who may be deemed to be affiliates of
the registrant, computed by reference to the closing sales price for the registrant's common stock on June 30, 2022, the last business
day of the registrant's most recently completed second fiscal quarter, as reported on the Nasdaq Capital Market, was approximately
$ 187.3 million. For the purpose of this disclosure, executive officers, directors and holders of 10% or more of the registrant's
common stock are considered to be affiliates of the registrant.

 As
of March 13, 2023, there were 26,246,021 shares of the registrant's common stock, par value $0.0001 per share, outstanding.

 As of February 22, 2024, there were 26,219,021
shares of the registrant's common stock, par value $0.0001 per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's proxy statement relating to the 2023 annual meeting of stockholders are incorporated by reference in Part III.
The proxy statement was filed with the Securities and Exchange Commission on April 12, 2023.

 TABLE
OF CONTENTS

 Page

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk Factors

 ITEM
 1B.

 Unresolved Staff Comments

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal Proceedings

 ITEM
 4.

 Mine Safety Disclosures

 PART
 II

 ITEM
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 Reserved

 ITEM
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 ITEM
 8.

 Financial Statements and Supplementary Data

 ITEM
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls and Procedures

 ITEM
 9B.

 Other Information

 ITEM
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 ITEM
 10.

 Directors, Executive Officers and Corporate Governance

 ITEM
 11.

 Executive Compensation

 ITEM
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM
 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal Accounting Fees and Services

 ITEM
 15.

 Exhibits, Financial Statement Schedules

 ITEM
 16.

 Form 10-K Summary

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

statements and other information set forth in this report, including in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere herein, may relate to future events and expectations, and as such
constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"). Our forward-looking
statements include, but are not limited to, statements regarding our business strategy, plans and objectives and our expected or contemplated
future operations, results, financial condition, beliefs and intentions. In addition, any statements that refer to projections, forecasts
or other characterizations or predictions of future events or circumstances, including any underlying assumptions on which such statements
are expressly or implicitly based, are forward-looking statements. The words "anticipate", "believe", "continue",
"can", "could", "estimate", "expect", "intend", "may", "might",
"plan", "possible", "potential", "predict", "project", "scheduled",
"seek", "should", "would" and similar expressions, among others, and negatives expressions including
such words, may identify forward-looking statements.

 Our
forward-looking statements reflect our current expectations about our future results, performance, liquidity, financial condition, prospects
and opportunities, and are based upon information currently available to us, our interpretation of what we believe to be significant
factors affecting our business and many assumptions regarding future events. Actual results, performance, liquidity, financial condition,
prospects and opportunities could differ materially from those expressed in, or implied by, our forward-looking statements. This could
occur as a result of various risks and uncertainties, including the following:

 government
 regulation of our industries;

 our
 ability to compete effectively in our industries;

 the
 effect of evolving technology on our business;

 our
 ability to renew long-term contracts and retain customers, and secure new contracts and customers;

 our
 ability to maintain relationships with suppliers;

 our
 ability to protect our intellectual property;

 our
 ability to protect our business against cybersecurity threats;

 our
 ability to successfully grow by acquisition as well as organically;

 fluctuations
 due to seasonality;

 our
 ability to attract and retain key members of our management team;

 our
 need for working capital;

 our
 ability to secure capital for growth and expansion;

 changing
 consumer, technology and other trends in our industries;

 our
 ability to successfully operate across multiple jurisdictions and markets around the world;

 changes
 in local, regional and global economic and political conditions; and

 other
 factors.

 In
light of these risks and uncertainties, and others discussed in this report, there can be no assurance that any matters covered by our
forward-looking statements will develop as predicted, expected or implied. Readers should not place undue reliance on any forward-looking
statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. We advise
you to carefully review the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the "SEC").

 ii

 EXPLANATORY
NOTE

 This
Amendment No. 1 to Form 10-K (this "Amendment" or "Form 10-K/A") amends the Annual Report on Form 10-K for the
year ended December 31, 2022 originally filed with the Securities and Exchange Commission ("SEC") on March 16, 2023 (the
"Original Filing") by Inspired Entertainment, Inc. (the "Company," "we," "our" or "us").

and Revision

 As
previously reported by the Company in a Current Report on Form 8-K filed with the SEC on November 8, 2023, the Audit Committee (the
"Audit Committee") of the Board of Directors of the Company, in consultation with the Company's management,
determined that (i) the Company's previously issued audited consolidated financial statements as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022 included in the Company's Annual Report on Form 10-K, (ii)
associated reports of the Company's independent registered public accounting firm, Marcum LLP ("Marcum"), and
(iii) the Company's previously issued unaudited condensed consolidated financial statements during those years and for the
first and second quarters of 2023 included in the Company's Quarterly Reports on Form 10-Q (the "Subject Periods")
contained accounting errors primarily relating to compliance with U.S. GAAP in connection with the Company's accounting
policies for capitalizing software development costs. The errors related primarily to the application of the relevant accounting
standards to projects, including the timing of capitalization with respect to software development projects and the nature of costs
eligible for capitalization. As a result of these errors, the Audit Committee determined that the Company's previously issued
consolidated financial statements for the Subject Periods should no longer be relied upon and should be restated. Similarly, any
previously issued or filed reports, press releases, earnings releases, investor presentations or other communications of the Company
describing the Company's financial results or other financial information relating to the Subject Periods should no longer be
relied upon. As a result of the Company evaluation, additional errors were identified, which are further described below.
Additionally, the previous reports of Marcum on the Company's consolidated financial statements as of December 31, 2021 and
2022 and for the years ended December 31, 2020, 2021 and 2022 likewise should no longer be relied upon.

 The
purpose of this Amendment is to restate the Company's previously issued audited consolidated financial statements as of
December 31, 2021 and 2022 and for the fiscal years ended December 31, 2020, 2021 and 2022, respectively. The restatement of the
annual periods has been reflected within Part II, Item 8 "Financial Statements and Supplementary Data-Note 2 to the
Consolidated Financial Statements.

has also revised Item 9A of this Form 10K/A after reassessing the control environment and identifying additional material
weaknesses.

 The
Company has also revised its unaudited consolidated financial statements for the three months ended March 31, 2023 and 2022, the
three and six months ended June 30, 2023 and 2022, and the three and nine months ended September 30, 2022 for these periods, and
these revisions will be affected in connection with the future filing of the Company's Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q.

 Although
on December 31, 2023, the Company was a smaller reporting company, as defined in Rule 12b-2 promulgated under the Exchange Act, the
Company ceased to be a smaller reporting company for periods on and after January 1, 2024.

Reflected in the Restatement

 For
the convenience of the reader, this Amendment sets forth our Original Filing in its entirety, as amended by the changes related to the
restatement. This Amendment does not reflect events occurring after the filing of our Original Filing, or modify or update those disclosures,
except as applicable in our financial statement footnote subsequent event disclosures. The following sections of our Original Filing
have been amended:

Part I- Item 1 – Business;

Part I - Item 1A Risk Factors;

Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations;

Part II - Item 8 – Report of Independent Registered Public Accounting Firm;

 Part II - Item 8 - Financial Statements;

 Part II - Item 9A – Controls
and Procedures;

 Part II - Item 9A - Report of Independent
Registered Public Accounting Firm on Internal Control Over Financial Reporting; and

 Part IV - Item 15 – Exhibits,
Certifications.

 This
Amendment has been signed as of the date hereof and all certifications of our Principal Executive Officer and Principal Financial Officer
are given as the date hereof. Accordingly, this Amendment should be read in conjunction with our filings made with the Securities and
Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.

 iii

Background

 As
previously reported by the Company on a Current Report on Form 8-K filed with the SEC on March 23, 2023, on March 17, 2023, the
Company dismissed Marcum as its independent registered public accounting firm and engaged KPMG LLP
("KPMG") as the Company's independent registered public accounting firm for the fiscal year ending December 31,
2023 and the related interim periods. In connection with the preparation of the financial statements of the Company for the
quarterly period ended September 30, 2023, KPMG identified certain accounting errors relating to compliance with U.S. GAAP in
connection with the Company's accounting policies for capitalizing software development costs. The errors related primarily to
the application of the relevant accounting standards to projects, including the timing of capitalization with respect to software
development projects and the nature of costs eligible for capitalization.

 As
previously reported by the Company on Form 8-K filed with the SEC on November 8, 2023, on November 2, 2023, the Audit Committee, in
consultation with the Company's management, determined that (i) the Company's previously issued audited consolidated
financial statements as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021
and 2022 included in the Company's Annual Report on Form 10-K, (ii) associated reports of the Company's independent registered public accounting firm, and
(iii) the Company's previously issued unaudited condensed consolidated financial statements during those years, and for the
first and second quarters of 2023 included in the Company's Quarterly Reports on Form 10-Q contained the accounting errors set forth above. Following the determination by the Audit Committee, the Company retained
independent accounting consultants and undertook an investigation with respect to the appropriate accounting treatment of its
software development costs and other matters.

 As
previously reported by the Company on a Current Report on Form 8-K filed with the SEC on November 29, 2023, on November 22, 2023,
the Company dismissed KPMG as its independent registered public accounting firm and re-engaged Marcum as the Company's
independent registered public accounting firm for the fiscal year ending December 31, 2023 and the related interim
periods.

 Other

 In
addition to the material software development matters described above, various other material and immaterial prior period errors or misstatements
have been identified including in the areas of revenue, inventory, leasing, pension, earnings per share and other reclassification and
minor items. For additional information regarding the revision of prior annual periods see Part II, Item 8 "Financial Statements
and Supplementary Data-Note 2 to the Consolidated Financial Statements – Restatement of Previously Issued Financial Statements."

 Internal
Control Over Financial Reporting

has reassessed its evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2022, based
on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Management has concluded that, due to the additional material weaknesses identified relating to
the failure to properly design and operate monitoring control activities, the Company did not maintain effective internal control
over financial reporting as of December 31, 2022. As such, Management's Reports on Internal Control over Financial Reporting
as of December 31, 2022 should no longer be relied upon. For a description of the material weakness in internal control over
financial reporting and actions taken, and to be taken, to address the material weakness, see Part II, Item 8 "Financial
Statements and Supplementary Data" and Item 9A. "Controls and Procedures" of this Form 10-K/A. In
addition, the Company's independent registered public accounting firm has restated its report on the Company's
internal control over financial reporting and issued an adverse opinion.

 iv

 PART
I

 ITEM
1. BUSINESS.

 Overview

 Inspired
Entertainment, Inc. (the "Company", "Inspired", "we" or "us") is a global gaming technology
company, supplying content, platform and other products and services to online and land-based regulated lottery, betting and gaming operators
worldwide through a broad range of distribution channels, predominantly on a business-to-business basis. We provide end-to-end digital
gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range of devices, including land-based gaming
machine terminals, mobile devices and online computer applications and (ii) through third party networks. Our content and other products
can be found through the consumer-facing portals of our interactive customers and, through our land-based customers, in licensed betting
offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks.

 Our
customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos and regulated online
operators, adult gaming centers, pubs, holiday parks, and motorway service areas. Some of our key customers include William Hill, SNAI,
Sisal, Lottomatica, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, Fortuna, the Greek Organisation of Football Prognostics
S.A. (OPAP.), Entain, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons, Greene King,
JD Wetherspoon, Parkdean Resort, Center Parcs Resorts and Novomatic. Geographically, 74% of our revenues (excluding VAT-related
revenue) for the year ended December 31, 2022 were generated from our UK operations, with the remainder generated from Greece and the
rest of the world. Our products are designed to operate within applicable gaming and lottery regulations and our customers are regulated
gaming or lottery operators or are otherwise licensed to operate our products.

 We
conduct business across different jurisdictions of which Great Britain, Italy and Greece have historically contributed the most significant
recurring revenues. Recently we have begun to conduct a meaningful amount of business in North America as well. We are licensed or certified
(as applicable) by the Gambling Commission in the United Kingdom, and by the Hellenic Gaming Commission in Greece, and registered with
L'Agenzia delle dogane e dei Monopoli ("ADM") in Italy. We are licensed by regulators in other jurisdictions such as
the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorit
Des March s Financiers (Quebec), the Romanian National Gambling Office, Oficiul National pentru Jocuri de Noroc and we hold licenses
with the US States of Connecticut, Illinois, Michigan,, New Jersey, Oregon, Pennsylvania, West Virginia and the Canadian provinces of
Alberta, Nova Scotia, Ontario and Saskatchewan.

 We
are headquartered in the United States, with principal operating facilities located in the United Kingdom, India and Italy. As of December
31, 2022, we had approximately 1,600 employees, approximately 1,500 of which were full-time. We generated total revenue of $281.6 million
and Adjusted EBITDA of $99.0 million for the year ended December 31, 2022.

 The
Company is publicly listed on the NASDAQ and had an equity market capitalization of approximately $328.27 million as of December 31,
2022 (based upon a closing stock price of $12.67 on December 30, 2022).

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

 Our
Products

 We
operate in four business segments: Gaming, Virtual Sports, Interactive and Leisure, as further described below.

 Our
Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to betting offices, casinos,
gaming halls and high street adult gaming centers. It utilizes our Server Based Gaming ("SBG") technology to supply products
to our customers' global land-based gaming venues. SBG products offer an extensive portfolio of games through digital terminals.
Our games are currently deployed through more than 35,000 digital terminals. Because our SBG products are fully digital, they interact
with a central server and are provided on a "distributed" basis, which allows us to access a wide geographic footprint through
internet and proprietary networks.

 Our
SBG game portfolio includes a broad selection of popular omni-channel slots titles including the Centurion TM game family and
Super Hot Fruits (featuring the Sizzling Hot Spins TM game family). These games offer customers a wide range
of volatilities, return-to-player and other special features, which we collectively refer to as "game math." We also offer
a range of more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

 We
distribute games to devices through different game management systems ("GMS"), each tailored to a specific operator or sector.
Our CORE TM GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming content
from Inspired, as well as a wide portfolio of content from independent game developers. CORE-CONNECT is our American Gaming Association
G2S standard-based VLT GMS, currently deployed in the Greek VLT sector and North America. Our SBG products comply with all requirements
in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S).

 Our
SBG terminals in the United Kingdom account for a material portion of all SBG terminal placements, and we offer over 100 games for play
across this portfolio. We are also a material supplier to customers in Greece and Italy. Over the past two years, we have grown our business
in North America where we have sold products in Illinois and to the Western Canada Lottery Corporation. We offer SBG terminals such as
the Flex4k curved screen, Vantage, Eclipse TM, Valor TM, Prismatic TM and Sabre Hydra TM,
each offering a different size terminal, graphics, technology and price proposition.

 As
of December 31, 2022, we had a total installed base of 34,903 units, which were operated primarily under participation-based contracts.
We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of volumes generated
by these machines. Because we participate in our customers' revenues under such contracts, we are aligned with our customers in
benefitting from the introduction of our new content, which can drive growth of the win per unit per day of our installed base. Additionally,
we earn revenue through the sale of units, as well as receiving a fixed daily fee for some of our installed units. During 2022, we sold
3,027 units, 53% of these in the UK and 47% internationally. With our participation-driven business model, approximately 96% of service
revenue for our Gaming segment was recurring in nature in 2022 (excluding $2.0 million of performance bonus revenue and $1.0 million
of VAT-related revenue) and derived under long-term contracts. We have successfully renewed contracts with our three largest customers
in the UK LBO market.

 For
the year ended December 31, 2022, our Gaming segment generated revenue and Adjusted EBITDA of $111.3 million and $43.7 million, respectively
(excluding VAT related income), as compared to the year ended December 31, 2021, during which we generated $81.4 million and $26.7 million
in revenue and Adjusted EBITDA, respectively (excluding VAT related income).

Sports Segment

 Our
Virtual Sports business designs, develops, markets and distributes ultra-high-definition games that create an always-on sports wagering
experience in betting shops, other locations and online. Our Virtual Sports product comprises a complex software and networking package
that provides fixed odds wagering on an ultra-high definition computer rendering of a simulated sporting event, such as soccer, football
or basketball. Players can bet on the simulated sporting event, overcoming the relative infrequency of live sporting events. We have
developed this product using an award-winning TV and film graphics team with advanced motion capture techniques.

 We
believe we are one of the most innovative suppliers of Virtual Sports gaming products in the world. We offer a wide range of sports and
numbers games to approximately 32,000 retail venues as well as through various online websites. Our products are installed in over 20
gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

 Our
Virtual Sports game portfolio includes titles such as V-Play Soccer TM, V-Play Women's Soccer TM, V-Play Football
 TM, V-Play Basketball TM, V-Play Baseball TM, and V-Play NFLA TM, as well as greyhounds,
other horse racing products, tennis, motor racing, cycling, cricket, speedway, golf and darts. We have also licensed the use of images
of certain sports brands in our games, including with the NFL Alumni. In 2021, we entered into an exclusive licensing agreement with
the Major League Baseball Players Alumni Association to create and license a new V-Play Home Run Shoot-out Legends TM virtual
baseball product.

 Our
customers are many of the largest operators in lottery, gaming and betting worldwide. We are contracted to supply Virtual Sports to mobile
and online operators in the United Kingdom; the U.S. states of Nevada, Pennsylvania, D.C. and New Jersey; Gibraltar and other regulated
EU sectors, including Italy, Greece and Poland; and other jurisdictions such as Ontario, Turkey and Morocco. Virtual Sports can be adapted
to function in sports betting, lottery, or gaming environments and is therefore available to a wide range of customers in both public
and private implementations.

 The
Virtual Sports events are capable of being offered to millions of customers, through retail, online and mobile platforms, many of them
available 24 hours per day, 7 days per week, and often concurrently within the same location or interactive platform. We have multiple
hosting solutions capable of fulfilling the product delivery needs of our customers including our proprietary Virtual Plug and Play end
to end online and mobile turnkey solutions. In addition, a cloud-based solution is available to customers who require an XML sportsbook
integration that is fully hosted and operated by Inspired.

 Our
Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues
generated, plus an upfront software license fee. With our participation-driven business model, our Virtual Sports segment produces approximately
99% of total revenue on a recurring basis under long-term contracts for which our standard term is three years in duration.

 For
the year ended December 31, 2022, our Virtual Sports segment generated revenue and Adjusted EBITDA of $54.2 million and $44.9 million,
respectively, as compared to the year ended December 31 2021, during which we generated $35.0 million and $27.5 million in revenue and
Adjusted EBITDA, respectively. Virtual Sports revenue generated through online and mobile channels has increased from $34.3 million in
2021 to $53.9 million in 2022.

 Our
Interactive business uses unique interactive-only content as well as offerings from our Gaming and Virtual Sports segments to create
games that are hosted on remote gaming servers to allow online gaming operators to use our games and content online and on mobile devices
worldwide. Our interactive content includes a wide range of premium random number generated casino content from feature-rich bonus games
to European-style casino free spins and table games incorporating well-known first and third-party brands including Space Invaders,
20p Roulette TM, Jagr's Super Slot TM, Super Hot Fruits and Reel King Megaways TM.
Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of operators and aggregators
through its proprietary Virgo RGS. Games are available on over 300 websites across much of regulated Europe including the UK,
Gibraltar, Malta, Spain, Sweden, Italy, Germany, the Netherlands, Romania, Greece and Belgium as well as in New Jersey, Michigan, Pennsylvania,
Connecticut, Ontario and Quebec. We expect to next go live in West Virginia and Alberta during 2023.

 Inspired's
Virgo RGS is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred,
Gamesys, BetFred, Rank, Leo Vegas, OPAP and Stoiximan. We are also now live with thirteen North American operators: Bet MGM, Draft Kings,
Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, Ballys, Tipico, Ocean, 888 and Golden Nugget and with Loto Quebec in
Canada.

 Our
Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of
stakes wagered or a percentage of net gaming revenue. For the year ended December 31, 2022, our Interactive segment generated revenue
and Adjusted EBITDA of $20.6 million and $11.3 million, respectively. With our participation-driven business model, approximately 100%
of revenue for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard term is three
years in duration. We have successfully renewed all of our key Interactive contracts expiring over the last three years. We believe the
COVID-19 global pandemic accelerated the market adoption of interactive gaming by end-users, and that our EBITDA margins in this segment
will expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our existing base of
revenue.

 We
are a supplier of gaming terminals and amusement machines to the Leisure and Hospitality sectors and one of the largest operators of
"pay to play" gaming terminals and amusement machines in the UK. As of December 31, 2022, we supplied and operated over 11,000
gaming terminals and 4,500 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult gaming centers. We also service
approximately 2,800 gaming terminals under maintenance only contracts. The increasing majority of gaming terminals we operate are server
based, allowing us to distribute content supplied by our "in house" design studios as well as some of the most popular content
titles from our strategic partners.

 In
addition, we also supply and operate approximately 9,500 amusement machines and 2,200 gaming terminals in family entertainment centers
and adult gaming centers located in holiday parks, bowling centers and other entertainment venues. These include virtual reality simulators
and arcade games, redemption and skill with prize games, basketball, air hockey and cue sports. Commercial arrangements are typically
structured as either revenue participations or rental agreements.

 Our
customers in this segment include the vast majority of recognizable brands that participate in the geographies and sectors in which we
operate. These customers include large pub operators JD Wetherspoons, Stonegate Pub Company, Greene King, Mitchells and Butler, Whitbread
Marstons and Admiral Taverns. In the Bingo sector, we supply gaming terminals and services to Buzz Bingo and Mecca. We supply gaming
terminals and services to transport hub operators, Moto and Welcome Break and major airports, including Heathrow. We also operate our
own adult gaming centers under the Quicksilver TM brand in Extra Motorway Services. We have joint venture agreements with holiday
park operators including Parkdean Resorts, Bourne Leisure and Butlins, where we supply machines and trained staff to manage and operate
family entertainment centers.

 Overall,
our Leisure segment had, as of December 31, 2022, an installed base of over 16,000 gaming terminals, which were operated primarily under
participation-based contracts. We generate revenue by participating, typically as a function of gross revenue from each machine, in a
percentage of volumes generated by these machines. Because we participate in our customers' revenues under such contracts, we are
aligned with our customers in benefitting from the introduction of our new content, which can drive growth in the win per unit per day
of our installed base. Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed
units. With our participation-driven business model, approximately 97% of revenue for our Leisure segment is recurring in nature and
derived under long-term contracts. Notably, we have successfully renewed contracts with pub operators Greene King, Marstons PLC, Mitchells
& Butlers, Admiral Taverns, Stonegate and Whitbread. We have also secured new contracts with Bourne Leisure and Butlins.

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

 Our
Strengths

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

 Established
presence across multiple Product Verticals

 We
have a substantial installed base across each of our product verticals, including over 31,800 digital terminals in the Gaming segment
located across key jurisdictions in the United Kingdom, Greece, Italy and South America, with approximately 13,700 terminals installed
in UK Licensed Betting Offices and approximately 8,700 installed in Greek video lottery terminals ("VLTs"). In our Leisure
segment, we supply and operate an installed base of approximately 16,000 gaming terminals (including approximately 2,200 gaming terminals
under maintenance only contracts) and 7,000 pool tables, prize vending and jukeboxes to pubs, bingo halls and adult gaming centers. In
addition, we also supply and operate approximately 9,300 amusement machines and 2,200 gaming terminals in family entertainment centers
located in holiday parks, bowling centers and other entertainment venues. We have award winning content and products in our Virtual Sports
segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various
online channels. Our Virtual Sports gaming products are installed in approximately 35 gaming jurisdictions worldwide, including the United
Kingdom, Italy, Greece, Morocco and the United States, our customers being many of the largest operators of lottery, gaming, and betting
operations worldwide. Additionally, our Interactive segment provides a wide range of premium iGaming content to large operators primarily
located in the United Kingdom, Italy, Greece and North America, as well as several other countries across Europe through over 170 websites.

 Highly
Diversified Business Underpinned by Longstanding Customer Relationships

 We
operate in several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has proven
to be resilient under various economic environments. While our Gaming segment has represented the largest proportion of our revenue in
each of the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as demonstrated
by recent trends, including during the COVID-19 global pandemic, which are expected to continue to diversify our business. Additionally,
we continue to expand in high growth markets, such as North America, which are expected to drive further geographic diversification across
business segments. We have over 600 customers, including major lottery, sports betting and gaming operators (both interactive and location-based)
within regulated sectors worldwide. Many of our customer relationships in the UK and European sectors are long-standing and in excess
of 10 years. We expect that our diverse customer base will afford us opportunities to sell incremental products to certain of these customers
in the future.

 Substantial
Recurring Revenue Supported by Long-Term Participation-Based Contracts

 We
believe our robust recurring revenue business model will drive our performance and free cash flow generation. For the year ended December
31, 2022, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented
86% of total revenue (87% excluding VAT-related revenue and $2.0 million of performance bonus), as compared to approximately 85% of total
revenue (86% excluding VAT-related revenue) for the year ended December 31, 2021. Our content and products, which are provided
primarily pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the demand of our end
users. Our long-term contracts typically have an initial duration of three to five years depending on the business segment and the customer
and, over the last three years, we have successfully renewed the significant majority of expiring contracts with key customers in our
Gaming, Virtual Sports and Interactive segments, and have successfully renewed all expiring contracts with key customers in our Leisure
segment since the Company's acquisition of the Gaming Technology Group of Novomatic UK Ltd., a division of Novomatic Group, an
international supplier of gaming equipment and solutions in October 2019 (the "NTG Acquisition").

 Proprietary
Technology and Track-Record of Strong Content Development

 We
are dedicated to being at the forefront of our industry in terms of technology and innovation. We combine complementary expertise in
technology and operations, positioning us as a provider of superior technical solutions. As of December 31, 2022, we held approximately
15 patents and approximately 200 trademarks worldwide. We focus our product development efforts on emerging technology trends, utilizing
a combination of customer research, design experience and engineering excellence. We are committed to developing innovative products
for our customers and are focused on improving player entertainment and customer profitability.

 We
believe convergence trends in the gaming industry emphasize the importance of proprietary content, including licensed content. Such content
is needed to successfully promote a compelling game offering across multiple platforms and to develop distinctive products for operator-clients.
Our proprietary content drives engagement across gaming platforms. Our full suite of high-quality gaming products, services and multichannel
distribution capabilities, extensive traditional content library, sizeable installed gaming machine base and deep relationships with
operator-customers help make us an attractive partner for potential licensors of branded content.

 Our
Interactive business has expanded rapidly, with revenue growing at an approximate compound annual growth rate of 65% on a functional
currency at constant rate basis between 2019 and 2022. We believe this growth has been driven, in part, by our content library of over
100 slot games. Many of our recent game launches, including Gold Cash Free Spins TM, Big Fishing Fortune TM, and
the Reel King family of games, have been omni-channel, offering a premium player experience across multiple platforms – though,
unlike our older games, they originated online and, once proved successful, were migrated to retail platforms.

 Inspired's
award-winning Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics. Our Virtual
Sports revenue has been growing fast and has achieved high Adjusted EBITDA margins, while providing an attractive recurring-revenue base.

 Positioned
To Benefit From Key Market Trends

 With
our proprietary digital gaming platform and content comprising an end-to-end product offering and our multi-channel capabilities and
robust relationships across the client spectrum, we believe we are well-positioned to benefit from emerging gaming sector trends, including
growth stimulated by liberalization of government gaming regulations, the emergence of multi-channel offerings and the increasing importance
of proprietary content.

 Our
multi-channel offerings are well-positioned to benefit from the increased prevalence of smart phones and tablets and the legalization
of online gaming in certain parts of the United States, Canada and other jurisdictions. Such jurisdictions have provided new growth opportunities
for gaming and lottery operators through the introduction of new channels and portals for delivering games to customers. This supplements
the existing broad-based online gambling market across Europe. Our multi-channel solutions and customer relationship management capabilities
position us to take advantage of new opportunities to extend our gaming solutions across different channels for our customers to reach
new players, expand the player demographic base and access players wherever they are whenever they want to play. Our technology extends
play for existing players and has the capability to reach new player segments. This and other technology help position us for future
online real-money gaming opportunities by offering play-for-fun online gaming options in jurisdictions where online real-money gaming
may be legalized in the future.

 Government
initiatives, such as the legalization of casino operations in new jurisdictions, increases in the number of casinos allowed to operate
in a given jurisdiction and the legalization of new products, have helped stimulate growth in the gaming market. In the United States,
legislative change has led to an increase in the legalization of sports betting. As of December 31, 2022, 21 U.S. states and the District
of Columbia have legalized sports betting.

 Experienced
Management Team

 Our
seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership
includes growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures
further bolstering the business. Other members of the Company's Office of the Executive Chairman (the "OEC") are our
President and Chief Executive Officer, Brooks H. Pierce; our Executive Vice President and Chief Financial Officer, Stewart F.B. Baker;
and our Executive Vice President and General Counsel, Carys Damon. The OEC executes the day-to-day management of the Company. Our management
team has broad and deep experience in the gaming industry, working with lotteries, casino operators, betting platforms, and online operators.
The members of the OEC have, on average, decades of experience in the gaming industry, including relationships with customers around
the world, helping them build and sustain revenue growth. In addition, the members of the OEC have centered their careers on identifying,
acquiring and integrating, through the implementation of value creation initiatives, complementary businesses.

 Our
Strategy

 We
seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players
in multiple jurisdictions throughout the world while achieving long-term growth in revenues, profit and cash flow. We place great emphasis
on developing creative solutions, in terms of game content and play that deliver and sustain superior performance through operators across
interactive and location-based channels. Our technology often allows us to update our games and operating software remotely, keeping
pace with evolving requirements in game play, security, technology and regulations. We seek to achieve these goals as we:

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

 We
continually invest in new content and product development in each of the business segments in which we operate. We believe these investments
can benefit our existing and prospective customers by making new content and products available to them and bringing exciting entertainment
experiences to their players. Our approach, which seeks to distribute our content across a wide range of channels, protocols and regulatory
standards, allows us to distribute our content across multiple sectors in which we operate on a cost-efficient basis. We have continued
to focus on channels where we believe there is considerable growth available – especially in our digital businesses. We believe
our technological approach allows us to quickly adapt to changes in player preferences.

 Continue
to invest in content and technology in order to grow our existing customers' revenues and penetrate new customers in our existing
markets.

 Over
the last three years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,
where our revenues typically grow in line with the growth of our customers' gaming revenues from our content and products. We seek
to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their revenues generated
by our content and products, which we believe is to our benefit. Accordingly, we continually invest in new content and technology offerings
that we believe will enable our customers to keep their offerings fresh and allow them to offer their players new forms of entertainment.
As our content demonstrates successful commercial results, we seek to place it with additional customers who recognize its performance.
We believe content development is a key aspect of our strategy and we intend to continue this strategic priority for each of the businesses
in which we operate.

 Add
new customers by expanding into underpenetrated markets.

 We
believe our historical growth has been driven by our entry into new geographies, and supplemented by increasing our share in existing
markets. We expect to continue to focus on North American markets in the Gaming, Virtual Sports and Interactive segments for such expansion.
We believe North America is a major gaming market in which we currently have limited participation, but where our products are well positioned,
or can be positioned, for future success. For example, in 2021 and 2022, we placed 399 and 1,006 VLT terminals, respectively, in North
America. We also believe there are likely to be growth opportunities in Latin America which will be available to us in the future.

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

 In
addition to growing our business organically, we have pursued, and continue to pursue, merger and acquisition opportunities that we believe
will help strengthen and scale our operations and take further advantage of our competitive position. Our management team shares a combination
of operating, investing, financial and transactional experience that we believe will serve the Company well as it seeks to identify opportunities
for value-adding acquisitions and negotiate and close on beneficial acquisition transactions. In December 2021, we completed the acquisition
of Sportech Lotteries, LLC (currently Inspired Entertainment Lotteries LLC), which is our first lottery-focused acquisition, further
diversifying our business model on a product, customer, and geographic level.

 Industry
Overview

 We
operate within the global gaming and lottery industry. Global gaming and lottery growth has been resilient in the face of economic cycles
over the last decade. According to the H2 Database, the global gaming and lottery industry has grown at a 2% compounded annual growth
rate from 2012 to 2022, which has been driven by increased consumer spend and the introduction of new regulated sectors but declined
dramatically in 2020 due to land-based venues being closed due to COVID-19 mandated shutdowns and restrictions.

this period, the digital online and mobile gaming and lottery sectors have grown at a faster pace than the industry as a whole. According
to the H2 Database, these industry sectors have grown at a 15% compounded annual growth rate from 2012 to 2022, driven by rapid growth
in the deployment of digital games and technologies, including many of our products, into land-based venues in the primary sectors in
which we operate, where regulators have supported the transition to digital, online and retail channels. According to the H2 Database,
the total global gaming and lottery industry is projected to grow an average of 6% per year from 2022 to 2027 driven by the projected
growth in mobile and online gaming.

 We
believe the global gaming and lottery industry will return to a growth trajectory, with more robust growth in the digital gaming and
lottery sectors, as further described below. We believe the industry is content driven and, much like music, videogames and motion pictures,
will continue to be transformed by the propagation of digitally-networked technologies.

 As
a gaming and lottery business-to-business supplier focused on digital products and technologies, we believe we are well-positioned to
benefit from these trends.

 Influencers
of Digital Adoption

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

 Governments:
Opening of new gaming territories. Many national and state governments operating in developed economies in Europe and the United
States are suffering from structural funding deficits. The regulation and liberalization of gaming and lottery is frequently relied upon
to raise new sources of revenue for these governments. In most cases, we believe such liberalization does not favor buildouts of large
new destination resort casinos, but rather focuses on smaller distributed gaming ("EDGE") venues with lottery, gaming and
sports betting, combined with online or mobile gaming.

 Digital
Multi-Channel Offerings: Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and location
based. In many established sectors, as existing gaming sectors mature, governments and regulatory authorities have implemented
regulations to upgrade the established terminal base to digital operation.

 Smartphones
and Mobile Devices: Rapid adoption of gaming and lottery applications on growing volume. In certain sectors, mobile play on sports
betting and gaming now exceeds such play on personal computers. According to the H2 Database, mobile gaming revenues in such sectors
exhibited a 27.0% compound annual growth rate between 2010 and 2021. Mobile gaming and lottery is now expanding in other sectors, and
mobile play has recently been approved in other sectors for gaming or lottery.

 In
addition to the foregoing, we believe there are significant benefits for our customers in adopting digitally networked gaming and lottery
technologies. We believe our digitally-enabled products allow operators to remotely manage their operations with minimal disruption to
their businesses. The system centralization enabled by digital operations offers flexibility to rotate or change games, tailor game availability
to time-of-day, target specific player demographics and take advantage of seasonal and themed marketing opportunities. New games often
can be phased in without the interim revenue declines often associated with replacing games on traditional slot machines. In addition,
digital operations permit more games per terminal, enabling operators to test new games and new suppliers, seek to appeal to a broader
base of players with minimal cost or risk, commission games from third-party suppliers on an open game interface and reduce procurement
risk. Moreover, digital operations can significantly reduce the need for on-site repairs, improve terminal up-time and should extend
terminal life cycles as well as the time period over which capital costs can be depreciated.

 Regulatory
Framework

 We
conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most
significant recurring revenues. The gaming regulator responsible for our activities in Great Britain is the Gambling Commission of Great
Britain (the "UK Gambling Commission" or the "Gambling Commission"). In Italy, the operation of gaming machines
and remote gaming is regulated by L'Agenzia delle dogane e dei Monopoli ("ADM"). In Greece, the operation of gaming
machines and remote gaming is regulated by the Hellenic Gaming Commission. In addition, we are licensed or certified (as applicable)
in a number of other jurisdictions by regulators such as the Malta Gaming Authority, Licensing Authority of Gibraltar, the Alderney Gambling
Control Commission, the Belgian Commission, Autorit Des March s Financiers (Quebec) and state regulators in various jurisdictions
in North America.

 Great
Britain

 In
the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of 2) and ETG
machines to third parties who are licensed to operate such machines in bricks-and-mortar premises. In addition, we operate a number of
Adult Entertainment Centers. We also supply virtual racing software to local retail venues and to online operators who are licensed to
target the British sector. We also supply our Interactive product to remote operators who are licensed to target the British sector.
The provision of our products and services in relation to the British sector is authorized by a series of licenses issued by the UK Gambling
Commission, namely remote and non-remote Gaming Machine Technical (Full) operating licenses, a remote casino operating license, a remote
and non-remote gambling software license and a remote general betting standard (virtual events) license gaming machine general adult
gaming center license and a gaming machine general family entertainment center license.

 British
Betting and Gaming Laws and Regulations. The Gambling Act 2005 (the "GA05") is the principal legislation in Great
Britain governing gambling (other than in relation to the National Lottery, which is governed by separate legislation). The GA05 applies
to both land-based gambling (referred to as "non-remote" gambling) and online and mobile gambling (referred to as "remote"
gambling).

 The
GA05 provides that it is an offense to make a gaming machine available for use without an appropriate operating license. There are a
number of different categories of licensable gaming machines (the GA05 provides for category A to D machines, although no category A
machines are currently in operation); each category is subject to different levels of maximum stakes and prize limits. In addition, there
are limits on the numbers and types of gaming machines that can be operated from licensed premises: for example, a licensed betting office
is permitted to house up to four category B3 to D machines, while a large casino may house up to 150 category B to D machines (subject
to satisfying certain ratios of machines to gaming tables).

machine suppliers are required to hold an operating license in order to manufacture, supply, install, adapt, maintain or repair a gaming
machine or part of a gaming machine. Gaming machine suppliers must also comply with the Gaming Machine Technical Standards published
by the Gambling Commission in relation to each category of machine, and such machines must meet the appropriate testing requirements.

 In
relation to remote gambling, the GA05 (as amended by the Gambling (Licensing and Advertising) Act 2014 provides that it is an offense
to "provide facilities" for remote gambling either (a) using "remote gambling equipment" situated in Great Britain,
or (b) which are used by players situated in Great Britain, in each case without a remote gambling operating license. It is also an offense
to manufacture, supply, install or adapt gambling software in Great Britain without an appropriate gambling software license.

 A
remote gambling operating license holder providing facilities for remote gambling to British players is required to use gambling software
manufactured and supplied by the holder of a gambling software license (and failure to do so is an offence). Where gambling software
is used or supplied for use in relation to the British sector, it must satisfy the Remote Gambling and Software Technical Standards published
by the Gambling Commission.

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

 Shareholder
 disclosure: An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3%
 or more of the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

 Change
 of corporate control: Whenever a new person becomes a "controller" (as defined in section 422 of the Financial Services
 and Markets Act 2000) of a company limited by shares that holds a gambling operating license, the licensed entity must apply to the
 Gambling Commission for permission to continue to rely on its operating license in light of the new controller. A new controller
 includes any person who holds or controls (directly or indirectly, including ultimate beneficial owners who hold their interest through
 a chain of ownership) 10% or more of the equity or voting rights in the licensed entity (or who is otherwise able to exercise "significant
 influence" over it). The Gambling Commission must be supplied with specified information regarding the new controller (which,
 in the case of an individual, includes detailed personal disclosure) and this information will be reviewed by the Gambling Commission
 to assess the suitability of the new controller to be associated with a licensed entity. If the Gambling Commission concludes that
 it would not have issued the operating license to the licensed entity had the new controller been a controller when the application
 for the operating license was made, the Gambling Commission is required to revoke the operating license. It is possible to apply
 for approval in advance from the Gambling Commission prior to becoming a new controller of a licensed entity.

 Compliance
 with the License Conditions and Codes of Practice (LCCP): The LCCP is a suite of license conditions and code provisions which attach
 to operating licenses issued by the Gambling Commission. The provision of gambling facilities in breach of a license condition is
 an offense under the GA05. Certain specified "Social Responsibility" code provisions are accorded the same weight as
 license conditions in this regard (whereas breach of an "ordinary" code provision is not an offense in itself, but may
 be evidence of unsuitability to continue to hold a gambling license). The LCCP imposes numerous operational requirements on licensees,
 including compliance with the Gambling Commission's Remote Gambling and Software Technical Standards, segregation of customer
 funds, the implementation of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age
 verification of customers and a host of consumer protection measures. The Gambling Commission regularly reviews and revises the LCCP.

 Regulatory
 returns and reporting of key events: The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing
 prescribed operational data. Licensees are also required to notify the Gambling Commission as soon as practicable and in any event
 within 5 working days of becoming aware of the occurrence of certain specified "key events" which, in summary, are events
 which could have a significant impact on the nature or structure of the licensee's business. Licensees are also required to
 notify suspicion of offenses and suspicious gambling activity.

 Personal
 licenses: Key management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities
 on behalf of the operator. These personal licenses are subject to renewal every five years. Personal licenses are subject to compliance
 with certain license conditions.

 Italy

 We
operate two different gaming businesses in Italy. We provide platform and games for video lottery terminals ("VLTs"), we
also supply platforms for bets on Virtual Sports events to betting shops and online platforms. Our businesses are operated through the
Italian branches of certain of our UK subsidiaries. These branches hold police licenses and are enrolled in the ADM Register of Gestori,
as further described below. We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming
laws and regulations.

 Our
VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM. Information regarding gaming sessions
and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor the operation
of machines and games and to verify the amount of taxes due.

 Italian
Betting and Gaming Laws and Regulations. Operators of betting premises offering VLTs (including the entities managing the networks
connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports products, must hold
an Italian gaming license. No gaming license is required in order to supply VLTs or Virtual Sports products to such operators. Such VLT
platforms, machines and games, and Virtual Sports platforms and games, must be certified and approved by either SOGEI, an entity controlled
by the Italian Ministry of Finance and authorized to conduct such certifications or testing labs accredited with ADM. Such certifications
and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports
platforms and games.

 Suppliers
of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text
of Public Security Law (TULPS) provided by the Royal Decree 18 June 1931, No. 773) and be enrolled in a registry prescribed by article
1, paragraph 82 of Law No. 220/2010 and managed by ADM (known as the "ADM Register of Gestori"). If a supplier of gaming
machines is not enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null
and void. In addition, if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and
void. Enrollment in the ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business
entity and its directors. In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such
entity's direct or indirect parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

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

 Greece

 In
Greece, we supply VLTs, including the terminal machines themselves, the related online platforms and the games available on the machines,
to brick-and-mortar gaming locations operated by OPAP, the country's sole licensed operator of gaming machines. We supply such
VLTs under a certification provided by the Hellenic Gaming Commission (the "HGC"). We also supply Virtual Sports products
within retail venues operated by OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual
Sports to online operators in Greece including Stoiximan, OPAP and Novibet.

 Greek
Betting and Gaming Laws and Regulations: According to Article 44 par. 2 of Law 4002/2011, as well as according to HGC's
Decision No 225/2/25.10.2016 as well as Ministerial Decision 79314/23.07.2020 (GG B' 3263/5 August 2020) as amended with Decision
13530 /02.02.2022 (GG B' 356 03.02.2022) and again with Decision 187634/27.12.2022 (GG B' 6716/2712.2022) and 79305/05.08.2020
(GG B' 3262/5 August 2020), all suppliers of gaming machines in Greece must be certified by the HGC in order to legally supply,
sell, lease, offer or distribute any VLT or virtual game or any other game of chance (i.e. games including wagers or bets and the result
of which games depends, even partly, on the influence of luck). Moreover, for Manufacturers which are defined under the aforesaid Decision
79305 as "the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way
makes available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to
this end, as well as the person that holds a license for a Studio", Decision 79305, provides in Article 9 for a Suitability License
provided a Manufacturers (type A.1 licence) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need
to obtain a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.

 As
regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A' 180/22.8.2011), which was recently amended by Law 4635/2019 (GG
A' 167/30.10.2019), introduces several new provisions such as the two exclusive types of online licenses for online gaming operators:
a) Online Betting License; and b) a license for Other Online Games (it covers online casino games and online poker games and variants
thereof). Furthermore, Article 14 of the HGC's Decision No 79835/05.08.2020 (GG B' 3265/5.8.2020) states that all Manufacturers
have to submit an application to the HGC, accompanied by the required compliance certificates, for the following elements: i. the Gaming
Platform (Betting Platform); ii. the Random Number Generator (RNG) per type/group of Games that the Manufacturer offer to each License
Holder; and iii. each individual game or multigame. Lastly, Suitability Licenses for suppliers are also divided into two types: a) Manufacturers
Suitability License and b) Importers/Distributors Suitability License (according to articles 9 and 10 of Decision No 79305/05.08.2020).
Accordingly, manufacturers need to obtain a Suitability License Type A1 or A2 (depending on whether the manufacturer provides management
services to the operator or not), while importers/distributors need to obtain a Suitability License Type E1 or E2.

Regulation and Changes in Ownership

 In
all of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our ownership
structure and composition and, to varying extents and in various circumstances, require us to disclose certain information regarding
the persons who directly or indirectly hold our shares. Depending on the regulator, we may need to provide such information not only
when we first seek licenses or certifications, but also when material changes (measured at different levels) occur in the ownership of
our shares. As a result, material changes in our shareholdings may be subject to special procedures in order to ensure the continuation
of our gaming licenses and certifications.

 Content
Development

 We
continually invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments. Inspired
has a full stack game development structure, combining its proprietary technology frameworks together with some of the industry's
best math, art, creative and production personnel spread across 3 game studios (Inspired, Astra and Bell Fruit). We release over 100
games each year onto our own priority gaming system, Interactive RGS and to our G2S clients around the world in markets such as North
America, UK, Greece, Spain, Belgium, Italy, Sweden and more. Whilst many of our game launches are omni-channel, we have a focus on building
the right game for the right market and take pride in tweaking and modifying the math and themes for the target player. In Virtual Sports
we combine graphical assets and software that controls those assets to schedule events and generate results via a random number generator,
as well as supplying on demand versions of our content. In 2020, we launched the Virtual Plug and Play (VPP) product range. Using our
award winning Virtuals assets, with our Interactive RGS and the addition of a Virtuals Bet Management System, VPP gives our operators
a Virtuals Sportsbook in a box, with ease of integrations and operation. We account for our development costs as software development
costs and these are typically amortized over a two-year period.

 Suppliers

 Our
principal supply arrangements concern the supply of our terminal components, content provision and outsourced labor. We work closely
with our key suppliers to ensure a high level of quality of goods and services is obtained and have worked with many of these suppliers
for many years. We have achieved significant cost savings through centralization of purchases.

 Customers

 Our
customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, pubs, adult gaming
centers, holiday parks and regulated online operators. We typically implement design and content variations to customize their terminals
and player experiences. Our license agreements with customers for the provision of machines, content and Virtual Sports products include
provisions to protect our intellectual property rights in our games and other content.

Contracts – Gaming

 Our
contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for the terminals. We supply
the terminals on an exclusive or non-exclusive basis for all terminals of a customer or for specific locations. Under these contracts,
we have general obligations to deliver, install, upgrade and service the terminals and software. The contracts may be terminated early
in various circumstances such as if we fail to meet performance targets in servicing the machines.

 Under
some contracts, we receive an upfront fee for the provision of the terminals but more typically generate revenue as a percentage of income
generated on terminals. With our participation-driven business model, approximately 94% of service revenue (excluding VAT related income)
for our Gaming segment is recurring in nature and derived under long-term contracts that are typically between three and five years (although
may be shorter for contract extensions). Over the last three years, we have renewed a significant majority of contracts that were expiring.

Contracts – Virtual Sports

 Our
contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online or
retail channels, virtual sporting events such as darts, cricket, or basketball, and to enable end-users to place bets on these events.
These are typically one-time non-exclusive licenses specific to the virtual sporting event. We may agree to customize and brand the virtual
sporting events for the operator or to provide language variations of the event. The contracts may be terminated early in various circumstances,
including, for example, if the operator fails to pay an invoice within 60 days of receipt.

 Our
Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenues
generated, plus an upfront software license fee. With our participation-driven business model, our Virtual Sports segment produces approximately
99% of total revenue on a recurring basis under long-term contracts that average four years when entered into and we have historically
had a 100% renewal rate over the last three years for contracts that expired.

Contracts – Interactive

 Our
contracts in the Interactive segment vary but generally involve the provision of a limited, non-exclusive, non-transferable, revocable
license to operators to display certain slot and casino content on which online bets are placed or to make our games available for play
by end-users of an operator's online gaming business operations. The contracts may be terminated early in various circumstances,
including material breach or inability to operate due to a change in regulatory status.

 Our
Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of
stakes wagered or a percentage of net gaming revenue. With our participation-driven business model, approximately 100% of revenue for
our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years from when we entered into
these contracts. Over the last three years, we have renewed approximately 100% of these contracts for those customers that have continued
to trade.

Contracts – Leisure

 Our
contracts in the Leisure segment vary but generally involve (i) agreement whereby the operator or proprietor of certain leisure resorts
contributes premises and we provide, on an exclusive basis, gaming and amusement terminals as well as gaming software and games for the
machines provided, (ii) contracts to supply gaming terminals as well as gaming software and games for the terminals provided to leisure
operators on a non-exclusive basis, and (iii) rental agreements, which we enter into with certain motorway services providers, whereby
we rent unit space in motorway service areas and populate this space with our gaming terminals.

 Depending
on the contract type, we have general obligations to deliver, install, upgrade and service the terminals and software provided, to acquire
licensing for the various prizes and toys, which may be used in the terminals, to keep the premises open for minimum operating hours
and not to use the premises for certain business. These contracts may be terminated early in various circumstances, including for material
breach or insolvency events.

 Under
our leisure contracts, we typically generate revenue on a participation-basis by participating, typically as a function of gross revenue
from each terminal, in a percentage of volumes generated by these terminals. With our participation-driven or fixed weekly fee business
model, approximately 100% of service revenue for our Leisure segment is recurring in nature and derived under long-term contracts that
are usually between three and five years. Since the NTG Acquisition, within the Leisure segment we have successfully renewed or extended
the significant majority of major contracts that have expired.

 Operations
and Employees

 Our
operations include game production, platform and hardware design, production, testing, and distribution; the maintenance, management,
and extension of our centralized network for product distribution and product monitoring; the delivery and, in certain circumstances,
maintenance of SBG terminals; gaming machine engineering, assembly, repair and storage; parts supply; change and release management;
remote operational services; problem management; business development; market account management; and general administration and management,
including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance and Information
Security.

 As
of December 31, 2022, we had approximately 1,600 employees, approximately 1,500 of which were full-time. Of those employees, over 600
were dedicated to delivering our digital gaming platforms, content and manufacturing. Approximately 85 of our employees were assigned
to the ongoing operation of our network, through which we supply and maintain our products. Approximately 600 of our employees were involved
in UK field operations. Our management, sales and administration teams accounted for approximately 200 employees.

 Intellectual

 Our
intellectual property consists principally of the propriety software we develop to operate our network and in the design and distribution
of our games. We depend upon agreements relating to trade secrets and proprietary know-how to protect our rights in this intellectual
property. We require all our employees, contractors and other collaborators to enter into agreements that prohibit the disclosure of
our confidential information to other parties. In addition, it is our policy to require our employees, contractors and other collaborators
who have access to proprietary and trade secret material to enter into agreements that require them to assign any and all intellectual
property rights to us that arise as a result of their work on our behalf. We also require our employees to review and acknowledge our
intellectual property policies regarding how we handle intellectual property. These agreements, acknowledgements and policies may not
provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or
disclosure in violation of these agreements, and may not be sufficient to secure for us the value in such developments that they are
designed to secure.

 We
also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems, web
domains, and other intellectual property. We also rely on certain products and technologies that we license from third parties. Proprietary
licenses typically limit our use of intellectual property to specific uses and for specific time periods.

 The
terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.
European and U.K trademark registration lasts for 10 years but can be renewed indefinitely. European and U.K design registration lasts
for five years but it can be renewed four times (giving a maximum total of 25 years of protection). European and U.K patents can only
be renewed for up to 20 years. U.S. design patents expire 15 years from the date of grant, and the term of utility patents generally
expires 20 years from the date of filing of the first non-provisional patent application in a family of patents. The actual protection
afforded by a patent depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the applicable
country.

 Competition

 We
operate in a highly competitive industry, and in highly competitive business segments. We face competition from a number of worldwide
businesses, many of which have substantially greater financial resources and operating scale than we do. Such competition could adversely
affect our ability to win new contracts and sales and renew existing contracts. We operate in a period of intense price-based competition
in some key sectors, which could affect the profitability of the contracts and sales we do win. In certain sectors, our businesses also
face competition from suppliers, operators or licensees who offer products for internet gaming in illegal or unregulated sectors, but
are still able or permitted to supply products and compete with us in regulated sectors. These competitors often have substantially greater
financial resources and operating scale than we do. Some larger competitors hold long term contracts which control access points for
some of our products and this may mean we must contract with those competitors rather than directly with the customer to provide our
products. Our principal competitors include, among others, certain businesses that have vertically integrated gaming machine and retail
betting operations and businesses that operate in both regulated and unregulated sectors and thereby effectively subsidize their regulated
operations with unregulated operations.

 We
maintain a website at www.inseinc.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available free of charge through
the Investors link on our website as soon as reasonably practical after they are electronically filed with or furnished to the SEC. Also
available on our website are our Code of Ethics, as well as the charters of the audit, compensation and nominating and corporate governance
committees of the Board of Directors. Information on our website is not incorporated into this report.

 ITEM
1A. RISK FACTORS.

 Our
business is subject to a high degree of risk. You should carefully read and assess our discussion of the risk factors facing our business,
below. Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects, and
cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.

 Summary
of Risk Factors

 Our
business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely
affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below
and include, but are not limited to, risks related to the following:

 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.

 The
 UK Government's impending review of the Gambling Act, together with other rules that may be considered in the UK in response
 to recent consultations, could have a material negative impact on our business.

 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.

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

 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 systems.

 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.

 of our executive officers and directors are affiliated with entities engaged in business activities similar to those conducted by
 us (or may enter into similar business activities in the future) and, accordingly, may have conflicts of interest in determining
 whether a particular business opportunity should be presented to us or to another entity.

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

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

 Because
 tax laws and regulations are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently
 recorded by the Company.

 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 your investment.

 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.

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

 Risks
Relating to Our Business and Industry

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

 Our
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.

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

 Inflationary
pressures, shortages in the labor market, and increased competition within and outside our industry for talented employees have increased
our labor costs, which could negatively impact our profitability. Labor shortages or lack of skilled labor have led to increases in costs
to meet demand as we roll out incremental programs to attract and retain talent. Labor shortages may also negatively impact us from servicing
all demand that exists for our products or operating our service operations and manufacturing facilities efficiently. Further, we distribute
our machines and receive parts through the freight transportation market, and reduced trucking capacity due to shortages of drivers has
led to increased costs and reduced service levels due to lack of freight transportation availability.

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

 We
face competition from a number of businesses, including worldwide businesses, many of which have substantially greater financial resources
and operating scale than we do. Such competition could adversely affect our ability to win new contracts and sales and renew existing
contracts. We operate in a period of intense price-based competition in some key sectors, which could affect the profitability of the
contracts and sales we do win.

 In
certain sectors, our businesses also face competition from suppliers, operators or licensees who offer products for internet gaming in
illegal or unregulated sectors, but are still able or permitted to supply products and compete with us in regulated sectors. These competitors
often have substantially greater financial resources and operating scale than we do.

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

 We
are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue if we
are unable to renew certain of these contracts.

 Generally,
customer contracts in our Gaming, Virtual Sports and Interactive business segments are for initial terms of three to five years, but
longer in certain territories, with renewals at the customer's option. Generally, our customer contracts within the Leisure business
segment are for terms of four to six years (although in certain cases they are longer), but certain customers have options for early
termination under certain circumstances or to reduce machines volumes in certain circumstances, and we may face pressure to renew or
upgrade terminals during the lives of these contracts, which could adversely affect revenues or our return on capital and leave us with
surplus terminals. At any given time, we have multiple substantial customer contracts that have years to run and others that may be nearing
expiration or renewal, which we may lose if we cannot compete effectively to retain their business.

 There
can be no assurance that current contracts will be extended or that we will be awarded contract extensions or new contracts as a result
of competitive bidding processes or otherwise. The termination, expiration or failure to renew one or more of our contracts could cause
us to lose substantial revenue.

in applicable gambling regulations or taxation regimes may affect the revenues or profits generated by the contracts we enter into with
our customers. Many of the contracts we have with our customers are on revenue-sharing (net of gaming taxes) terms, and therefore changes
which adversely affect our customers may also adversely affect us. In addition, any such changes may cause our customers to seek to renegotiate
their contracts, may alter the terms on which such customers are prepared to renew their contracts and may affect their ability or willingness
to renew their contracts.

 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 revenues and profitability. Our top ten customers generated approximately 56% of total revenues and one customer
generated more than 10% of total revenues in the year ended December 31, 2022. We expect that these customers will continue to represent
a significant portion of our sales in the future. However, the loss of any of our top customers, whether through contract expiry and
non-renewal, breach of contract or other adverse factors could materially adversely affect our revenues or return on capital and leave
us with surplus terminals. Moreover, if any of these customers experience reduced revenue, such reduction could adversely affect any
revenue-sharing arrangements we have with those customers, reduce our own revenues and adversely affect our financial results.

 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; problems with product quality or components coming to the end of their life; and other
concerns.

 Our
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.

 Our
Gaming and Leisure terminal contracts in the UK, Italy and Greece often require significant up-front capital expenditures for terminal
assembly, software customization and implementation, systems and equipment installation and telecommunications configuration. Historically,
we have funded these up-front costs through cash flows generated from operations and external borrowings. Our ability to continue to
procure new contracts, including in new jurisdictions, will depend upon, among other things, our liquidity levels at the time or our
ability to obtain additional debt or equity funding at commercially acceptable terms to finance the initial up-front costs. If we do
not have adequate liquidity or are unable to obtain other funding for these up-front costs on favorable terms or at all, we may not be
able to bid on certain contracts, which could restrict our ability to grow and have an adverse effect on our ability to retain existing
contracts and therefore on future profitability. Certain contracts within the Leisure business segment also require injections of capital
expenditure during the term for new or replacement hardware.

 The
UK Government's impending review of the Gambling Act, together with other rules that may be considered in the UK in response to
recent consultations, could have a material negative impact on our business.

 In
December 2020, DCMS announced that it is reviewing the Gambling Act, the consultation period for which closed on March 31, 2021 with
the objective of (i) examining whether changes are needed to the system of gambling regulation in Great Britain to reflect changes to
the gambling landscape since 2005, particularly due to technological advances (ii) ensuring there is an appropriate balance between consumer
freedoms and choice on the one hand, and prevention of harm to vulnerable groups and wider communities on the other and (iii) making
sure customers are suitably protected whenever and wherever they are gambling, and that there is an equitable approach to the regulation
of the online and the land based industries. There have a been a number of similar consultations launched, including a DCMS consultation
in relation to fees which closed on March 25, 2021 and a Gambling Commission consultation in relation to Remote Customer Interaction
which closed on February 9, 2021. The potential outcomes of such reviews are not currently known but new legislation or regulations could
adversely affect our business. A recent example of legislative change implemented by the UK Government which adversely affected our business
was the reduction of maximum permitted bets from 100 to 2 on B2 Gaming Machines which became effective as of April 1, 2019.
As a result of this change, a number of land-based operators commenced a rationalization of their retail operations, which among other
measures led to the closure of certain land-based operator shops.

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

 Our
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. We could
also be negatively impacted by existing and proposed laws and regulations, and government policies and practices related to cybersecurity,
data privacy, data localization and data protection. The risk of cyber attacks may also increase owing to the current war in Ukraine.

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

 We
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. In cases
where our intellectual property is not protected by an enforceable patent, or other intellectual property protection, such independent
development may result in a significant diminution in the value of our intellectual property.

 There
can be no assurance that we will be able to protect our intellectual property. We enter into confidentiality or license agreements with
our employees, vendors, consultants and, to the extent legally permissible, our customers, and generally control access to, and the distribution
of, our game designs, systems and other software documentation and other proprietary information, as well as the designs, systems and
other software documentation and other information we license from others. Despite our effort to protect these proprietary rights, parties
may try to copy our gaming products, business models or systems, use certain of our confidential information to develop competing products,
or independently develop or otherwise obtain and use our gaming products or technology, any of which could have an adverse effect on
our business. Policing unauthorized use of our technology is difficult and expensive, particularly because of the global nature of our
operations. The laws of some countries may not adequately protect our intellectual property.

 There
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. Any such
claim and any resulting litigation, should it occur, could subject us to significant liability for costs and damages and could result
in invalidation of our proprietary rights, distract management, and/or require us to enter into costly and burdensome royalty and licensing
agreements. Such royalty and licensing agreements, if required, may not be available on terms acceptable to us, or may not be available
at all. In the future, we may also need to file lawsuits to defend the validity of our intellectual property rights and trade secrets,
or to determine the validity and scope of the proprietary rights of others. Such litigation, whether successful or unsuccessful, could
result in substantial costs and diversion of resources.

 We
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.

 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
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.

 Following
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.

 The
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
consent; (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).

 The
GDPR also prohibits the international transfer of personal data from the EEA/UK to countries outside of the EEA/UK unless made to a country
deemed to have adequate data privacy laws by the European Commission or UK Government or a data transfer mechanism has been put in place.
In July 2020, the Court of Justice of the European Union ("CJEU") in its Schrems II ruling invalidated the EU-US Privacy
Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA/UK to the United
States, with immediate effect. The CJEU upheld the validity of standard contractual clauses ("SCCs") as a legal mechanism
to transfer personal data but companies relying on SCCs will need to carry out a transfer privacy impact assessment, which among other
things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide
privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of
data protection to that afforded in the EU. This may have implications for our cross-border data flows and may result in compliance costs.

 In
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.

 Compliance
with the GDPR will incur compliance and operational costs. In addition, a data supervisory authority may find our data processing practices
and compliance steps to be inconsistent with the GDPR's application in their respective jurisdiction. Data supervisory authorities
also have the power to issue fines for non-compliance of the GDPR of up to 4% of an organization's annual worldwide turnover or
 20m ( 17.5 million under the UK GDPR), whichever is higher. Data subjects also have a right to compensation as a result of
an organization's breach of the GDPR that has affected them, for financial or non-financial losses (e.g., distress).

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

 Our
revenues are subject to a number of variations. Equipment sales and software license revenues usually reflect a limited number of large
transactions, which may not recur on an annual basis. Consequently, revenues and operating results can vary substantially from period
to period as a result of the timing of equipment sales and software licensing. In addition, revenues may vary depending on the timing
of contract awards and renewals, changes in customer budgets and general economic conditions. A proportion of our revenues are subject
to regular seasonal variations of the sort often related to seasonal consumer behavior, income from the 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
summer.

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

 In
certain jurisdictions, forms of wagering, betting and lottery may be expressly authorized and governed by law and in other jurisdictions
forms of wagering, betting and lottery may be expressly prohibited by law. If expressly authorized, such activities are typically subject
to extensive and evolving governmental regulation. Gaming regulatory requirements vary from jurisdiction to jurisdiction. Therefore,
we are subject to a wide range of complex gaming laws, rules and regulations in the jurisdictions in which we are licensed or may seek
to be licensed. Most jurisdictions require that we are licensed or authorized, that our key personnel and certain of our security holders
are found to be suitable or are licensed, and that our products are reviewed, tested and certified or approved before placement. If a
license, approval, certification or finding of suitability is required by a regulatory or national authority and we fail to seek or do
not receive the necessary approval, license, certification or finding of suitability, or if it is revoked, then we may be prohibited
from distributing our products for use in the respective jurisdiction. Additionally, such prohibition could trigger reviews of our Company
by regulatory bodies in other jurisdictions and adversely affect our ability to obtain or retain the required licenses and approvals
in those jurisdictions.

 The
regulatory environment in any particular jurisdiction may change in the future, and any such change could have an adverse effect on our
results of operations or business in general. Moreover, there can be no assurance that the operation of Server Based Gaming terminals,
Video Lottery Terminals or other Terminals, Virtual Sports betting, betting online, lottery or other forms of wagering systems will be
approved, certified or found suitable by additional jurisdictions or that those jurisdictions in which these activities are currently
permitted will continue to permit such activities in their existing forms (stricter regulations, including regulation relating to age
verification, could come into force which could have adverse impacts on the Company) or at all. While we believe that we have the means
to continue to develop procedures and policies designed to comply with and monitor the requirements of evolving laws, there can be no
assurance that law enforcement agencies, governmental agencies or gaming regulatory authorities, whether in existing or new jurisdictions,
will not seek to restrict our business or otherwise institute enforcement proceedings or other legal claims against the Company. Moreover,
in addition to the risk of such enforcement actions or claims, we are also at risk from loss of business reputation in the event of any
potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violations.

 We
supply our products to operators of gaming venues, platforms and websites who typically must themselves be licensed by gaming regulators.
If any one of these operators fails to maintain its gaming licenses, or violates gaming laws or regulations, our business may suffer,
due to our loss of a viable customer and, in instances where we have a revenue-sharing arrangement with the operator, due to our loss
of our shares of the revenue generated by that operator's business.

 We
supply certain of our products to operators who operate gaming websites. Some of those operators may take bets from customers in sectors
where no gaming laws or regulations exist and where the provision of online gaming is effectively unregulated. Although the Company seeks
to ensure that its customers only take bets in sectors where online gaming is legal, if any of those operators is subjected to investigatory
or enforcement action for acting otherwise, this could result in the operator suffering interventions ranging from special conditions
being applied to its licenses, license suspension or license loss, or the operator otherwise withdrawing from or curtailing its activities
in its sector. Any such developments could adversely affect such operator's revenues and in turn adversely affect our earnings
from such operator. The Company may itself be subject to investigatory or enforcement action (if and to the extent that local laws or
the laws of other jurisdictions in which the Company operates impose liability on suppliers for the activities of the customers that
they supply or for receiving funds that are deemed to be illegal because of such activities). We seek to protect ourselves against any
such liability for the activities of the operators that we supply, including by contractually requiring those operators not to operate
in certain territories and only supplying operators who we have reviewed to determine whether they uphold the requisite standards of
regulatory and legal compliance. Nonetheless, there is a risk that we may fail to undertake sufficient due diligence, fail to receive
accurate information on which to conduct due diligence, or become subject to investigatory or enforcement action should we or any of
our customers be accused of breaching any regulations or laws. Any such action may adversely affect our standing with gaming regulators
and our ability to obtain and retain required licenses and other approvals in other jurisdictions.

 We
may be required to obtain and maintain licenses and certifications from various state and local jurisdictions in order to operate certain
aspects of our business and we and our key personnel and certain security holders may be subject to extensive background investigations
and suitability standards. We may also become subject to regulation in any other jurisdiction where our customers are permitted to operate
in the future. Licenses and ongoing regulatory compliance can be costly. There can be no assurance that we will be able to obtain new
licenses or renew any of our existing licenses, and the loss, denial or non-renewal of any of our licenses could have an adverse effect
on our business. Generally, regulatory authorities have broad discretion when granting, renewing or revoking approvals and licenses.
Our failure, or the failure of any of our key personnel, systems or machines, in obtaining or retaining a required license or approval
in one jurisdiction could have a negative impact on our ability (or the ability of any of our key personnel, systems or gaming machines)
to obtain or retain required licenses and approvals in other jurisdictions. The failure to obtain or retain a required license or approval
in any jurisdiction would decrease the geographic area where we may operate and generate revenues, decrease our share in the gaming marketplace
and put us at a disadvantage compared with our competitors. In addition, the levy of substantial fines or forfeiture of assets could
significantly harm our business, financial condition and results of operations.

 Some
jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning
a specified percentage of equity securities of licensed or regulated businesses. 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.

 Our
businesses are subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including
with respect to the collection, storage, use, transmission and protection of personal information and other consumer data. In particular,
the EU has adopted strict data privacy regulations. Following recent developments such as the European Court of Justice's 2015
ruling that the transfer of personal data from the EU to the U.S. under the EU/U.S. Safe Harbor was an invalid mechanism of personal
data transfer, the adoption of the EU-U.S. Privacy Shield as a replacement for the Safe Harbor (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. Compliance
with data privacy and security restrictions could increase the cost of our operations and failure to comply with such restrictions could
subject us to criminal and civil sanctions as well as other penalties.

 We
are subject to the provisions of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws. The
UK Bribery Act generally prohibits giving a financial or other advantage to another person with the intention of inducing that person
to improperly perform a relevant function or activity. The U.S. Foreign Corrupt Practices Act generally prohibits U.S. persons and companies
and their agents from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of
obtaining or retaining business. Certain of these anti-corruption laws also contain provisions that require accurate record keeping and
further require companies to devise and maintain an adequate system of internal accounting controls. Because a significant percentage
of our revenue derives from foreign sources, and our business activities involve continuing relationships with governmental regulators,
there exists a risk that certain provisions of these anti-corruption laws may be breached. We are also subject to anti-money laundering
and anti-terrorist financing laws and regulations, and to economic and trade sanctions programs administered by the Office of Foreign
Assets Control (OFAC) in the United States relating to our ability to engage in transactions with entities that are domiciled in countries
or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, and Crimea), or that are included
on OFAC's list of Specially Designated Nationals and Blocked Persons. Although we have policies and controls in place that are
designed to ensure compliance with these laws, if those controls are ineffective or an employee or intermediary fails to comply with
the applicable regulations, we may be subject to criminal and civil sanctions as well as other penalties. Any such violation could disrupt
our business and adversely affect our reputation, results of operations, cash flows and financial condition.

 We
review and develop our internal compliance programs in an effort to ensure that we comply with legal requirements imposed in connection
with our business activities. The compliance program is run on a day-to-day basis by our in-house legal department with compliance and
technical advice provided by our compliance manager and outside professionals. There can be no assurance that such steps will prevent
the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of administrative,
civil and even criminal sanctions, monetary fines or suspension or revocation of one or more of our licenses.

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

 In
most jurisdictions in which we operate or expect to seek to operate, the level of duty or taxation, the stake, prize and return to player
of wagering, betting and lottery games and the speed at which players can participate in gaming are defined in government regulations
which are subject to change. Those regulations may also affect the premises in which gaming activities may take place (i.e., by limiting
the number of gaming machines which may be housed in a licensed gaming location, or by restricting the locations in which licensed gaming
premises may be situated). Once authorized, such parameters are subject to extensive and evolving governmental regulation. 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.

 Our
business is subject to evolving technology.

 The
sectors for our products are affected by changing technology, new regulations and evolving industry standards. Our ability to anticipate
or respond to such changes and to develop and introduce new and enhanced products and services on a timely basis will be a significant
factor in our ability to expand, remain competitive, attract new customers and retain existing contracts. For example, some of our contracts
with customers require that the technology being licensed by the customer remain compliant with applicable regulations. Because regulatory
changes cannot always be foreseen, such contractual requirements can from time-to-time result in us having to incur unforeseen costs
to adapt our technology to changes in regulation.

 Generally,
there can be no assurance that we will achieve the necessary technological advances, have the financial resources, introduce new products
or services on a timely basis or otherwise have the ability to compete effectively on a technological basis in the sectors we serve.

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

 We
believe that our success depends, in significant part, on providing secure products and systems to our vendors and customers with high
levels of uptime, quality and availability. Attempts to penetrate security measures may come from various combinations of customers,
retailers, vendors, players, employees and others. Our ability to monitor and ensure quality of our products is continually reviewed
and enhanced. There can be no assurance that our business might not be affected by a security breach, virus, Denial of Service attack,
or technical error, failure or lapse which could have an adverse impact on our business.

 Additionally,
we maintain a large number of games and terminals and jackpot systems, which rely on algorithms and software designed to pay out winnings
to players at certain ratios. Our systems, testing and processes to monitor and ensure the payout of games are continually reviewed and
enhanced, and are additionally reviewed and tested by third-party expert test houses. There can be no assurance that our business might
not be affected by a malicious or unintentional breach or technical error, failure or lapse which could have an adverse impact on payout
ratios which would consequently have an adverse effect on our business in the form of lost revenues or penalty payments to players or
customers. Gaming regulators may take enforcement action against us (including the imposition of significant fines) where the payout
ratios fall below the ratios advertised to customers, or our software, networks, systems, games and/or products otherwise suffer from
technical error, failure or lapse.

 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 systems.

 Our
operations are dependent upon our transactional gaming, lottery and information technology systems. We rely upon such systems to manage
customer systems on a timely basis, to coordinate our sales and installation activities across all of our locations and to manage invoicing.
A substantial disruption in our transactional gaming, lottery and information technology systems for any prolonged time period (arising
from, for example, system capacity limits from unexpected increases in our volume of business, outages, computer viruses, unauthorized
access or delays in its service) could result in delays in serving our customers, which could adversely affect our reputation and customer
relationships and could result in monetary penalties pursuant to the terms of customer contracts. Our systems might be damaged or interrupted
by natural or man-made events or by computer viruses, physical or electronic break-ins, or similar disruptions affecting the Internet
and our disaster recovery plan may be ineffective at mitigating the effects of these risks. Such delays, problems or costs could have
an adverse effect on our financial condition, results of operations and cash flows.

 Because
tax laws and regulations are subject to interpretation and uncertainty, tax payments may ultimately differ from amounts currently recorded
by the Company.

 We
are subject to income taxes as well as non-income based taxes, in both the United States and numerous foreign jurisdictions. The determination
of the Company's worldwide provision for income taxes and other tax liabilities requires judgment and is based on diverse legislative
and regulatory structures that exist in the various jurisdictions where the company operates. The ultimate tax outcome may differ from
the amounts recorded in the Company's financial statements and may adversely affect the Company's financial results for the
period when such determination is made. Tax authorities may disagree with certain positions we have taken and assess additional taxes
via tax audit. We work with local tax experts to support our tax provisions in line with our tax strategy. However, there can be no assurance
that we will not be subject to challenge and the future outcome of any potential audits could adversely affect our results of operations,
financial condition and cash flows.

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

 Legalized
gaming is subject to opposition from gaming opponents, including in the UK, Italy and other sectors where we are active. There can be
no assurance that this opposition will not succeed in either preventing the legalization of gaming in jurisdictions where these activities
are presently prohibited or prohibiting or limiting the expansion or continuance of gaming where it is currently permitted, in either
case to the detriment of our business, financial condition, results and prospects.

 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.

 Our
members, managers, directors, officers and key employees must be approved by certain government and state regulatory authorities. If
such regulatory authorities were to find a person occupying any such position unsuitable, we would be required to sever our relationship
with that person. We may thereby lose key personnel which would have a negative effect on our operations. Certain public and private
issuances of securities and certain other transactions by us also require the approval of certain state regulatory authorities. Further,
our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators.
The regulatory environment in any particular jurisdiction may change in the future and any such change could have an adverse effect on
our results of operations. In addition, we are subject to various gaming taxes, which are subject to increase at any time.

 Licensing
and gaming authorities have significant control over our operations and ownership, and could cause us to redeem certain stockholders
on potentially disadvantageous terms.

 Regulatory
authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration,
gaming license or related approval and to approve changes in our operations. Some jurisdictions also require extensive personal and financial
disclosure and background checks from persons and entities beneficially owning a specified percentage of equity securities of licensed
or regulated businesses. For example, in the UK, an entity holding a gambling license must notify the Gambling Commission of the identity
of any stockholder holding, directly or indirectly, 3% or more of its equity or voting rights, and must apply for permission to continue
to rely on its operating license whenever a new person acquires, directly or indirectly, 10% or more of its equity or voting rights.
The failure of beneficial owners of our common stock to submit to such background checks and provide required disclosure could jeopardize
our business. Our second amended and restated certificate of incorporation provides that, to the extent required by the gaming authority
making the determination of unsuitability or to the extent the board of directors determines, in its sole discretion, that a person is
likely to jeopardize the Company's or any affiliate's application for, receipt of, approval for, right to the use of, or
entitlement to, any gaming license, shares of our capital stock that are owned or controlled by an unsuitable person or its affiliates
are subject to mandatory redemption by us. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant
to the terms established by, the applicable gaming authority and, if not, as we elect. Such a redemption could occur on terms or at a
time that a stockholder believes to be disadvantageous.

in laws or regulations, or a failure to comply with, or liabilities under, any laws and regulations, may adversely affect our business,
investments and results of operations.

 We
are subject to laws and regulations enacted by national, regional, state and local governments, including non-U.S. governments. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and
their interpretation and application may also change from time to time and those changes could have an adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
or liabilities thereunder, could have an adverse effect on our business and results of operations.

of our executive officers and directors may become affiliated with entities engaged in business activities similar to those conducted
by us (or may enter into similar business activities in the future) and, accordingly, may have conflicts of interest in determining whether
a particular business opportunity should be presented to us or to another entity.

of our executive officers and directors may become affiliated with entities that are engaged in businesses similar to the ones we operate
(or may enter into similar business activities in the future). As a result, any of them may become aware of business opportunities which
may be appropriate for presentation to us and to other entities to which they owe certain fiduciary or contractual duties. Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented — to us
or to another entity. These conflicts may not be resolved in our favor and a potential business opportunity may be presented to another
entity prior to its presentation to us. Our second amended and restated certificate of incorporation provides that we renounce our interest
in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in
his or her capacity as a director or officer of our Company and such opportunity is one that we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.

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

 We
are a holding company and derive all of our operating income from our subsidiaries. Other than any cash we retain, all of our assets
are held by our direct and indirect subsidiaries. We rely on the earnings and cash flows of our subsidiaries, which are paid to us by
our subsidiaries, if and only to the extent available, in the form of dividends and other payments or distributions, to meet our debt
service obligations. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend upon
their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which
may limit the amount of funds available for the payment of dividends and other distributions to us), the terms of existing and future
indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness we or our subsidiaries
incur.

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

 We
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.

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

 The
demand for our services is sensitive to general and local economic conditions over which we have no control, including changes in the
levels of consumer disposable income and geographic exposure to macro-economic trends and taxation. In addition, the economic stability
of certain Eurozone countries where we conduct or intend to conduct business may become affected by sovereign debt crises or other general
and local economic and political conditions. Adverse changes in economic conditions may affect our business generally or may be more
prevalent or concentrated in particular sectors in which we operate. Any deterioration in economic conditions or the continuation of
uncertain economic conditions could have an adverse effect on our business, financial condition, results of operations and prospects.
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").

 The
performance of our business may also be subject to political risks in certain jurisdictions where we operate, including change of government,
political unrest, war or terrorism.

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

 Our
revenues are subject to variations. Wagering equipment sales and software license revenues usually reflect a limited number of large
transactions, which may not recur on an annual basis. Consequently, revenues and operating results can vary substantially from period
to period as a result of the timing of major equipment sales and software license revenue. In addition, revenues may vary depending on
the timing of contract awards and renewals, changes in customer budgets and general economic conditions. Revenues may also vary based
on adverse sequences of payouts of prizes, unusual jackpot wins, and other variations in game margin.

 Our
business could also be affected by natural or man-made disasters such as floods, storms or terrorist attacks. We have taken steps to
have disaster recovery plans in place but there can be no assurance that such an event would not have a significant adverse impact on
our business.

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

 We
are a global business and derived substantially all of our revenue outside the United States during the year ended December 31, 2022.
In the year ended December 31, 2022, we earned approximately 73% of our revenue from our operations in the UK, 8% of our revenue from
our operations in Greece, and 19% of our revenue from our operations in the rest of the world. Our business in foreign markets subjects
us to risks customarily associated with such operations, including:

 foreign
 withholding taxes on, or bank regulatory restrictions on expatriating, our subsidiaries' earnings that could reduce cash flow
 available to meet our required debt service and other obligations;

 the
 complexity of foreign laws, regulations and markets;

 the
 impact of foreign labor laws and disputes;

 potential
 risks relating to our ability to manage our foreign operations, monitor our customers' activities or our partners' activities
 which may subject us to risks involving such other entities' financial condition or to inconsistent interests or goals;

 recent
 gaming tax increases in Italy;

 other
 economic, tax and regulatory policies of foreign governments; and

 the
 ability to attract and retain key personnel in foreign jurisdictions.

 Our
consolidated financial results are significantly affected by foreign currency exchange rate fluctuations. Foreign currency exchange rate
exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S. Dollars, and from the
translation of foreign currency balance sheet accounts into GBP-denominated or USD-denominated balance sheet accounts. Exposure to currency
exchange rate fluctuations exists and will continue because a significant portion of our revenues are denominated in currencies other
than the USD, particularly GBP and the Euro. Exchange rate fluctuations have in the past adversely affected operating results and cash
flows and may continue to adversely affect our results of operations and cash flows and the value of assets.

 As
a result of the geographic concentration of our operations in the UK, Italy and Greece, our operating results and cash flow depend significantly
on economic conditions and the other factors listed above in these sector areas. There can be no assurance that we will be able to operate
on a continuing successful basis in these sectors or in any combination of different geographical sectors.

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

 Because
a substantial part of our revenue is recurring in nature, our medium to long term results of operations, cash flows and financial condition
could be negatively affected if any of our customers were sold to or merged with other customers, or if consolidation in the gaming industry
were otherwise effected. Consolidation among gaming operators could result in our customers using more products and services of our competitors
or reducing their spending on our products, or could otherwise cause downward pricing pressures, any of which outcomes could negatively
affect our business.

 We
may not be able to capitalize on the expansion of interactive gaming or other trends and changes in the gaming and lottery industries,
including due to laws and regulations governing these industries, and other factors.

 We
participate in new and evolving aspects of the interactive gaming and lottery industries. Part of our strategy is to take advantage of
the liberalization of regulations covering these industries on a global basis. These industries involve significant risks and uncertainties,
including legal, business and financial risks. The fast-changing environment in these industries can make it difficult to plan strategically
and can provide opportunities for competitors to grow their businesses at our expense. Consequently, our future results of operations,
cash flows and financial condition are difficult to predict and may not grow at the rates we expect.

 Laws
relating to interactive gaming are evolving. To varying degrees, governments have taken steps to change the regulation of interactive
wagering through the implementation of new or revised licensing and taxation regimes, including the possible imposition of sanctions
on unlicensed providers. We cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or
foreign laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder our strategy.

 In
jurisdictions that authorize interactive gaming, we cannot assure that we will be successful in offering our technology, content and
services to interactive gaming operators, because we expect to face intense competition from our traditional competitors in the gaming
and lottery industries as well as a number of other domestic and foreign competitors (and, in some cases, the operators themselves),
many of which have substantially greater financial resources or experience in this area than we do.

 Know-your-customer
and geo-location programs and technologies supplied by third parties are an important aspect of certain interactive gaming products and
services, because they can confirm certain information with respect to players and prospective players, such as age, identity and location.
Payment processing programs and technologies, typically provided by third parties, are also a necessary feature of interactive wagering
products and services. These programs and technologies are costly, and our use of them may have an adverse impact on our results of operations,
cash flows and financial condition. Additionally, we cannot assure that products or services containing these programs and technologies
will be available to us on commercially reasonable terms, if at all, or that they will perform accurately or otherwise in accordance
with required specifications.

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

 Customers
of our server based gaming products may request us to incur capital expenditures to provide gaming terminals to support their land-based
operations. While we seek to obtain what we believe to be satisfactory rates of return on such investments, these capital expenditures
can be meaningful and may be concentrated within short periods of time. To the extent that we have insufficient access to capital or
liquidity at the time that a customer, or prospective customer, makes such a request, we may be at a competitive disadvantage in retaining
or attracting such customer. Such a circumstance could have an adverse effect on our business, financial condition, results of operations
or prospects.

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

 We
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.

 Our
success depends upon our key personnel.

 Our
business results depend largely upon the continued contributions of various members of our management team, as well as certain key technical
specialists, game designers, operational experts and other developers and operators of key intellectual property and processes. If we
lose the services of one or more members of our management team or key employees, our business, financial condition and results of operations,
as well as the market price of our securities, could be adversely affected.

 The
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.

 To
be successful, we must attract, develop and retain highly qualified and talented personnel who have the experience, knowledge and expertise
to successfully implement our key business strategies. We also must attract, develop and retain our labor force while maintaining labor
costs. We compete for employees, including sales people, regional management, executive officers and others, with a broad range of employers
in many different industries, including large multinational firms, and we invest significant resources in recruiting, developing, motivating
and retaining them. The failure to attract and retain key employees, or to develop effective succession planning to assure smooth transitions
of those employees and the knowledge, customer relationships and expertise they possess, could negatively affect our competitive position
and our operating results. Further, if we are unable to cost-effectively recruit, train and retain sufficient skilled personnel, we may
not be able to adequately satisfy increased demand for our products and services, which could adversely affect our operating results.

 Restrictions
in our existing borrowings, including covenants set forth in our existing debt facilities, or any other indebtedness we may incur in
the future, could adversely affect our business, financial condition, or results of operations, and our ability to make distributions
to stockholders and the value of our common stock.

 Our
existing borrowings, and any other indebtedness we may enter into, may limit our ability to, among other things:

 incur
 or guarantee additional debt

 make
 distributions or dividends on or redeem or repurchase shares of common stock

 make
 certain investments and acquisitions

 make
 capital expenditures

 incur
 certain liens or permit them to exist

 enter
 into certain types of transactions with affiliates

 acquire,
 merge or consolidate with another company and

 transfer,
 sell or otherwise dispose of all or substantially all of our assets.

 The
provisions of our existing borrowings may affect our ability to obtain future financing and pursue attractive business opportunities
and our flexibility in planning for, and reacting to, changes in business conditions.

 As
of December 31, 2022, our senior debt consisted of an aggregate of 235.0 million ($282.9 million) of Senior Secured Notes (carrying
an interest rate of 7.875% per annum, and maturing on June 1, 2026), and we had 20.0 million ($24.1 million) of credit facility
borrowings available under the RCF Agreement (see Note 13).

 The
Indenture governing the Senior Secured Notes contains incurrence covenants that limit the ability of the Company and the Company's
restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted
subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Company's
stockholders or repurchase the Company's stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including
participating joint ventures; (vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted
subsidiaries; (vii) sell assets, or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all
of the Company's assets or those of the Company's subsidiaries on a consolidated basis; (ix) engage in certain transactions
with affiliates; and (x) create unrestricted subsidiaries. Certain of these covenants will be suspended if and for so long as the Senior
Secured Notes have investment grade ratings from any two of Moody's Investors Service, Inc., Standard & Poor's Investors
Ratings Services and Fitch Ratings, Inc. These covenants are subject to exceptions and qualifications as set forth in the Indenture.

 The
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.

 The
RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for
the relevant period ending June 30, 2022, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024
and thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated senior
secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest
income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling
basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Agreement does
not include a minimum interest coverage ratio or other financial covenants.

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

 Economic
and credit market conditions, the performance of the gaming industry and our financial performance, as well as other factors, may constrain
our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness
outstanding from time to time will depend upon our future operating performance, the availability of credit, economic conditions and
financial, business and other factors, many of which are beyond our control.

 We
may require additional financing to fund our operations and growth. The failure to secure additional financing could have an adverse
effect on our continued development or growth. None of our officers, directors or stockholders is required to provide any financing to
us.

 We
may be unable to identify and develop sufficient new products and product lines and integrate them into our existing business, which
may adversely affect our ability to compete our expansion into new sectors may present competitive and regulatory challenges that
differ from current ones.

 Our
business depends in part on our ability to identify and develop future products and product lines that complement existing products and
product lines and that respond to our customers' and players' needs. We may not be able to compete effectively unless our
product selection keeps up with trends in the sectors in which it competes or trends in new products. If our new products and product
lines do not meet our customers' and players' expectations, or if they are not brought to market in a timely and effective
manner, our revenue (especially our revenue under revenue participation-based contracts) and financial performance will be negatively
affected. In addition to market factors, our ability to develop new products and their ability to achieve commercial success will depend
on a number of factors, including our ability to:

 effectively
 market our games to our customers and to existing and new players;

 adapt
 to changing customer needs and player preferences;

 adapt
 to new technologies;

 adapt
 game features and contents for an increasingly diverse set of devices and specifications;

 minimize
 launch delays and cost overruns on the development of new products and features;

 expand
 and enhance games and content after their initial release;

 attract,
 retain and motivate talented and experienced game designers, product managers and engineers;

 achieve
 and maintain player engagement;

 develop
 games that can build upon or become franchise games;

 maintain
 quality content and game experience;

 compete
 successfully against a large and growing number of market participants;

 integrate
 new products and product lines into our existing business; and

 minimize
 and quickly resolve bugs or outages.

 In
addition, if new technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented
from introducing new products and product lines based on these technologies or expanding into sectors created by these technologies.
Even if we are able to develop new products and product lines that achieve success, it is possible that these products and product lines
could divert players of our other games without growing our overall user base, which could harm our operating results. Furthermore, the
success of new products and product lines will depend upon market demand and there is a risk that new products and product lines will
not deliver expected results, which could adversely affect our future sales and results of operations. It is difficult to know whether
we will succeed in continuing to develop successful new products and product lines.

 Our
expansion into new sectors may present competitive, distribution and regulatory challenges that differ from current ones. We may be less
familiar with new product categories and may face different or additional risks, as well as increased or unexpected costs, compared to
existing operations.

in customer and player preferences could adversely affect our results of operations.

 Competition
in the gaming industry is intense and subject to rapid change, including changes from evolving customer and player preferences. Accordingly,
our success in the gaming industry is dependent on our ability to offer attractive products to our customers and players. In the markets
in which we operate, we compete with various other gaming vendors and our customers and players now have access to many other forms of
recreational and leisure activities. Our participation-based revenue will depend on the appeal of our gaming offerings to our customers
and players relative to our competitors. If we are not able to anticipate and react to changes in customer and player preferences, our
competitive and financial position may be adversely affected.

 In
addition, our future success will also depend on the success of the gaming industry as a whole in attracting and retaining players. Gaming
may lose popularity as new leisure activities arise or as other leisure activities become more popular. Alternatively, changes in social
mores and demographics could result in reduced acceptance of gaming as a leisure activity. If the popularity of gaming declines for any
reason, our business, financial condition and results of operations may be adversely affected.

 Our
financial success is dependent on our customers' ability to attract and maintain players.

 We
have a participation-driven business model, whereby a significant amount of our revenues are generated from the gaming revenue of our
customers, typically as a percentage of gross revenue. Accordingly, our results of operation and financial condition have been and are
expected to continue to be influenced by the ability of our customers to attract and maintain players. The ability of our customers to
attract and maintain players depends on a number of factors, including player gaming preferences, marketing of our products and player
perceptions of our customers. If we are unable to provide our customers with products that players find engaging or fail to perform our
obligations in maintaining the products we provide to our customers, players may reduce the amount they spend with our customers, which
in turn may have an adverse effect on our results of operations (see "— We may be unable to identify and develop sufficient
new products and product lines and integrate them into our existing business, which may adversely affect our ability to compete
our expansion into new sectors may present competitive and regulatory challenges that differ from current ones."). Under most
of our contracts, our customers are under no obligation to market our products and therefore we are dependent on our customers in promoting
our products to maintain and attract players. Failure by our customers to effectively market our products may result in decreased gaming
revenue for our customers from our products, which may have an adverse effect on our results of operations. Player perception of our
customers may also impact the willingness of players to engage with our customers, which in turn may have an adverse effect on our results
of operation.

 Risks
Relating to Our Status as a Public Company and Ownership of Our Common Stock

 We
have restated our financial statements and as part of that process, have identified material weaknesses in our internal control over financial reporting as of December 31, 2022. The Restatement has consumed a significant amount of
management time and resources and may continue to do so. In addition, the Restatement, as well as the identification of material
weaknesses in our internal controls, will subject us to a number of additional risks and uncertainties, including the increased
possibility of legal proceedings and could adversely impact our operations.

 As
discussed in the Explanatory Note to this Amendment, we decided to restate certain financial information in our previously issued financial
statements for the Affected Periods. The Restatement has resulted in substantial costs in the form of accounting, legal fees, and similar
professional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting
team in preparing the Restatement.

 In
addition, as a result of the Restatement we have identified a material weakness related to an assessment of the incremental risk of noncash
activities on the consolidated statement of cash flows that was not effective. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. While we have undertaken substantial
work to try to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection
with the Restatement, we cannot be certain that we will be successful in our remediation efforts or in maintaining adequate internal
controls over our financial reporting and financial processes going forward. As a result of the material weaknesses, management determined
that our internal controls were ineffective as of December 31, 2022. If we fail to maintain an effective system of internal controls,
we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence
in our financial results, which could harm our business and the value of our shares.

 Further,
as a result of the Restatement and the identification of material weaknesses in our internal controls, we face the potential for litigation
or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other
claims arising from the Restatement, material weaknesses in our internal control over financial reporting, and the preparation of our
financial statements. As of the date of this filing, we have no knowledge of any such litigation or dispute resulting from the Restatement
or the material weaknesses in our internal control over financial reporting. However, we can provide no assurance that litigation or
disputes will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect
on our business, results of operations and financial condition.

 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 our common stock and your investment.

 We
are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year
and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets
and property and equipment for impairment if there are indicators of a possible impairment. There is significant judgment required in
the analysis of a potential impairment of goodwill, identified intangible assets and property and equipment. If, as a result of a general
economic slowdown, deterioration in one or more of the sectors in which we operate or impairment in our financial performance and/or
future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets
is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge
could have an adverse effect on our financial condition and results of operations.

 Even
though these charges may be non-cash items and would not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about the Company or our securities. In addition, charges of this nature
may cause us to be unable to obtain future financing on favorable terms or at all.

 The
liquidity of the trading markets for our securities and other factors may adversely affect the price of our securities.

 The
price of our securities may be affected by the light volume of the trading markets for our securities as well as a variety of other factors
including due to general economic conditions and forecasts, our general business condition and the release of our financial reports.
If our results do not meet the expectations of investors or securities analysts, the market price of our securities may decline. In addition,
fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Any of the factors listed
below could have an adverse effect on the price of our securities, and our securities may trade at prices significantly below the price
you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

 Factors
affecting the trading price of the Company's securities may include:

 market
 conditions affecting the gaming industry

 quarterly
 variations in our results of operations

 changes
 in government regulations

 the
 announcement of acquisitions by us or our competitors

 changes
 in general economic and political conditions

 volatility
 in the financial markets

 results
 of our operations and the operations of others in our industry

 changes
 in interest rates

 threatened
 or actual litigation and government investigations

 the
 addition or departure of key personnel

 actions
 taken by our stockholders, including the sale or disposition of their shares of our common stock and

 differences
 between our actual financial and operating results and those expected by investors and analysts and changes in analysts' recommendations
 or projections.

 Broad
market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock
market in general, and NASDAQ in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities,
may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors
perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial condition or results
of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities
and our ability to obtain additional financing in the future.

 Depending
on the number of shares you hold and other factors, you may not be able to sell your shares at the times you prefer at desirable market
prices.

 We
do not currently intend to pay dividends on our common stock.

 We
do not currently expect to pay cash dividends on our common stock and have not paid cash dividends on our common stock to date. Any future
dividend payments are within the absolute discretion of our board of directors and will depend upon, among other things, our results
of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual
restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other
factors that our board of directors may deem relevant.

 Our
business and stock price may suffer if securities or industry analysts do not publish or cease publishing research or reports about the
Company, our business, or our sector, or if they change their recommendations regarding our common stock adversely, the price and trading
volume of our common stock could decline.

 The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, our sector, or our competitors. If securities or industry analysts do not continue to cover the Company, our stock
price and trading volume would likely be negatively affected. If any of the analysts who may cover the Company change their recommendation
regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock
would likely decline. If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports
on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

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

 We
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 February
16, 2022, the Company filed a registration statement pursuant to which the Company may offer and sell from time to time, in one or more
series, any one of the following securities of our company, for total gross proceeds up to $300,000,000:

 common
 stock;

 preferred
 stock;

 secured
 or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
 senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;

 warrants
 to purchase our securities;

 rights
 to purchase any of the foregoing securities; or

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

 Anti-takeover
provisions contained in our second amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware law,
could impair a takeover attempt.

 Our
second amended and restated certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing
changes in control or changes in our management without the consent of our board of directors. These provisions include:

 no
 cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates

 the
 exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors
 or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being
 able to fill vacancies on our board of directors

 the
 ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other
 terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly
 dilute the ownership of a hostile acquirer

 limiting
 the liability of, and providing indemnification to, our directors and officers

 designating
 the Court of Chancery of the State of Delaware as the exclusive forum for adjudication of disputes;

 controlling
 the procedures for the conduct and scheduling of stockholder meetings and

 advance
 notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters
 to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation
 of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Company.

 These
provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors
and management.

 As
a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation
Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations
without approval of the holders of substantially all of our outstanding common stock. Any provision of our second amended and restated
certificate of incorporation or bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit
the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some
investors are willing to pay for our common stock.

 Risks
Relating to Economic and Political Conditions

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

 Our
business relies on stable and efficient financial markets. Any disruption in the credit and capital markets could adversely impact our
ability to obtain financing on acceptable terms. Volatility in the financial markets could also result in difficulties for financial
institutions and other parties that we do business with, which could potentially affect the ability to access financing under existing
arrangements. We are exposed to the impact of any global or domestic economic disruption, including any potential impact of the decision
by the United Kingdom to exit the EU and the sovereign debt crises in certain Eurozone countries where we do business. Our ability to
continue to fund operating expenses, capital expenditures and other cash requirements over the long term may require access to additional
sources of funds, including equity and debt capital markets, and market volatility and general economic conditions may adversely affect
our ability to access capital markets. In addition, the inability of our vendors to access capital and liquidity with which to maintain
their inventory, production levels and product quality and to operate their businesses, or the insolvency of our vendors, could lead
to their failure to deliver merchandise. If we are unable to purchase products when needed, our sales could be materially adversely affected.
Accordingly, volatility or disruption in the financial markets could impair our ability to execute our growth strategy and could have
an adverse effect on the trading price of our common stock.

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

 We
conduct purchase and sale transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange
rates globally. Additionally, there has been, and may continue to be, volatility in currency exchange rates as a result of the United
Kingdom's June 23, 2016 referendum in which voters approved Brexit and subsequent entry into and ratification of a withdrawal agreement
as of January 29, 2021 followed by an agreement of the terms of a trade and cooperation agreement effective as of December 31, 2021.
It is possible that sovereign debt crises in certain Eurozone countries could lead to the abandonment of the Euro and the reintroduction
of national currencies in those countries. International revenues and expenses generally are derived from sales and operations in various
foreign currencies, and these revenues and expenses could be affected by currency fluctuations, specifically amounts recorded in foreign
currencies and translated into USD for consolidated financial reporting, as weakening of foreign currencies relative to the USD will
adversely affect the USD value of the Company's foreign currency-denominated sales and earnings. Currency exchange rate fluctuations
could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials
more expensive and more difficult to finance. Foreign currency fluctuations could have an adverse effect on our results of operations
and financial condition.

 We
may hedge other foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations
on our financial results. Since the hedging activities are designed to lessen volatility, they not only reduce the negative impact of
a stronger USD or other trading currency, but they also reduce the positive impact of a weaker USD or other trading currency. Our future
financial results could be significantly affected by the value of the USD in relation to the foreign currencies in which we conduct business.
The degree to which our financial results are affected for any given time period will depend in part upon our hedging activities, and
there can be no assurance that our hedging activities will be effective.

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

 The
uncertain state of the global economy continues to affect businesses around the world, most acutely in emerging markets and developing
economies. If global economic and financial market conditions do not improve or deteriorate, the following factors could have an adverse
effect on our business, operating results and financial condition:

 Slower
 consumer spending may result in reduced demand for our products, reduced orders from retailers for our products, order cancellations,
 lower revenues, higher discounts, increased inventories and lower gross margins;

 In
 the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable
 to do so;

 We
 conduct transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange rates relative
 to the USD. Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could
 have a significant impact on our reported operating results and financial condition;

 Continued
 volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain could
 have an adverse effect on our costs, gross margins and profitability;

 If
 operators or distributors of our products experience declining revenues or experience difficulty obtaining financing in the capital
 and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer
 payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts
 and increased bad debt expense;

 If
 operators or distributors of our products experience severe financial difficulty, some may become insolvent and cease business operations,
 which could negatively affect the sale of our products to consumers; and

 If
 contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in the
 capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital needs, it
 may result in delays or non-delivery of shipments of our products.

 International
hostilities, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions could prevent us from
effectively serving our customers and thus adversely affect our results of operations.

 Acts
of terrorist violence, cyber-terrorism, political unrest, armed regional and international hostilities and international responses to
these hostilities, natural disasters, including hurricanes or floods, global health risks or pandemics (such as COVID-19) or the threat
of or perceived potential for these events could have a negative impact on us. These events could adversely affect our customers'
levels of business activity (or involve government mandated shutdowns of our venues) and precipitate sudden significant changes in regional
and global economic conditions and cycles. These events also pose significant risks to our employees and our physical facilities and
operations around the world, whether the facilities are ours or those of our third-party service providers or customers. By disrupting
communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these events
could make it difficult or impossible for us to deliver products and services to our customers. Extended disruptions of electricity,
other public utilities or network services at our facilities, as well as system failures at our facilities or otherwise, could also adversely
affect our ability to serve our customers. We may be unable to protect our employees, facilities and systems against all such occurrences.
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.

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

 Following
from the United Kingdom's public referendum vote to exit from the European Union in June 2016, a withdrawal agreement was signed
by both the United Kingdom and European Union and formally ratified as of January 29, 2021. In accordance with the terms of the agreement,
the terms of a trade and cooperation agreement were agreed between officials from the European Union and United Kingdom on December 31,
2021. As with other businesses operating in the UK and Europe, the measures could potentially have corporate structural consequences,
adversely affect manufacturing and other costs, adversely change tax benefits or liabilities in these or other jurisdictions and could
disrupt some of the markets and jurisdictions in which we operate. In addition, Brexit could lead to legal uncertainty and potentially
divergent national laws and regulations as the United Kingdom determines which European Union laws to replace or replicate. In addition,
the announcement of Brexit has caused significant volatility in global stock markets and currency exchange rate fluctuations, including
the strengthening of the USD against some foreign currencies, and the Brexit negotiations may continue to cause significant volatility.
The outcomes of these provisional and further trade deal negotiations also may create global economic uncertainty, which may cause customers
and potential customers to monitor their costs and reduce their budgets for products and services. Any of these effects of Brexit, among
others, could materially adversely affect the business, business opportunities, results of operations, financial condition and cash flows
of our Company.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
2. PROPERTIES.

 As
of December 31, 2022, the Company occupied approximately 240,000 square feet of leased space in the United Kingdom, 3,000 square feet
of leased space elsewhere in Europe, 3,200 square feet in New York and 17,000 square feet in Kochi, India. The primary locations were
as follows:

 40,000 square feet of office space on one floor in Burton-on-Trent, East Midlands, UK.

 2,250 square feet of flexible office space in Manchester, UK.

 80,000 square feet of administrative offices, workshop and warehousing in Bridgend, South Wales, UK.

 2,000 square feet of offices on one floor in Rome, Italy.

 17,000 square feet of office space on one floor in Kochi, India.

 3,200 square feet of office space on one floor in New York.

 ITEM
3. LEGAL PROCEEDINGS.

 From
time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such
matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company
is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market

 Our
common stock is listed and traded on the Nasdaq Capital Market under the symbol "INSE".

 Holders

 As
of March 13, 2023, there were 35 holders of record of our common stock. This does not include the number of stockholders who hold shares
of our common stock through banks, brokers or other financial institutions.

 Recent
Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 The
Company's share repurchase activities for the three months ended December 31, 2022 were as follows (1):

 Period

 Number of
 shares
purchased

 Average
 price paid
 per share (2)

 Total number of
 shares
 purchased
 as part of
 publicly
 announced
 plans or
 programs

 Maximum
 dollar value
 of shares
 that may yet
 be
 purchased
 under the
 plans or
 programs

 October 1, 2022 to October 31, 2022

 39,469

 $
 8.91

 39,469

 $
 14,555,517

 November 1, 2022 to November 30, 2022

 –

 $
 –

 –

 $
 –

 December 1, 2022 to December 31, 2022

 –

 $
 –

 –

 $
 –

 39,469

 $
 8.91

 39,469

 $
 14,555,517

 (1)

 On
 May 10, 2022, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of shares
 of the Company's common stock (the "Share Repurchase Program"), exclusive of any fees, commissions or other expenses
 related to such repurchases, on or prior to May 10, 2025. The first repurchases under the Share Repurchase Program were made on May
 24, 2022.

 (2)

 The
 average price paid per share includes commissions related to the repurchases.

 Dividends

 We
do not currently expect to pay cash dividends on our common stock and have not paid cash dividends on our common stock to date. Any future
dividend payments are within the absolute discretion of our board of directors and will depend upon, among other things, our results
of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual
restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other
factors that our board of directors may deem relevant.

 ITEM
6. [Reserved]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that
could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section
titled "Risk Factors" included elsewhere in this report.

 Forward-Looking
Statements

 We
make forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations.
For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking
Statements at the start of this Annual Report on Form 10-K for the year ended December 31, 2022.

 Seasonality

 Our
results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter
due to both supply and demand factors. Player activity for our holiday parks is generally higher in the second and third quarters of
the year, particularly during the summer months and slower during the first and fourth quarters of the year. Historical seasonality has
been impacted by COVID-19 business disruptions and could continue to be impacted in future periods.

 COVID-19
Update

the twelve-month period ended December 31, 2021, all land-based operations were either subject to lockdown or had social distancing restriction
in place. These social distancing measures continued throughout Greece and Italy until the second quarter of 2022, however, were no longer
in place in the United Kingdom from July 2021, and therefore year on year comparisons may not be meaningful due to the COVID-19 impacts.

 We
generate revenue in five principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales, iv)
through software license fees and v) managed service provision. Participation revenue generally includes a right to receive a share of
our customers' gaming revenue, typically as a share of net win but sometimes as a share of the handle or "coin in"
which represents the total amount wagered.

 Geographic
Range

 Geographically,
the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder
of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

 For
the twelve months ended December 31, 2022, we derived approximately 74% of our revenue from the UK (including customers
headquartered in the UK but whose revenue is generated globally), 8% from Greece, and the remaining 18% across the rest of the
world. During the twelve months ended December 31, 2021, we derived approximately 72%, 9% and 19% of our revenue from those regions,
respectively.

 As
of December 31, 2022, our non-current assets (excluding goodwill) were attributable as follows: 79% to the UK, 6% to Greece and 15%
cross the rest of the world.

Exchange

 Our
results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into
our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange
rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic
region in which the largest portion of our business is operated is the UK and the British pound ("GBP") is considered to
be our functional currency. Our reporting currency is the U.S. dollar ("USD"). Our results are translated from our functional
currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for
period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results
of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated
Other Comprehensive Income.

the twelve months ended December 31, 2022, we derived approximately 26% of our revenue from sales to customers outside the UK, compared
to 28% during the twelve months ended December 31, 2021.

 In
the section "Results of Operations" below, currency impacts shown have been calculated as the current-period average GBP:USD
rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).
The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,
multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure, but is one which management believes gives a clearer
indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements,
and currency translation impacts are shown independently.

 Non-GAAP
Financial Measures

 We
use certain financial measures that are not compliant with U.S. GAAP ("Non-GAAP financial measures"), including EBITDA and
Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain non-GAAP financial measures,
define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See "Non-GAAP Financial
Measures" below.

 Results
of Operations

 Our
results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting
currency (USD). During the periods ended December 31, 2022 and December 31, 2021, the average GBP:USD rates were for the twelve-month
period 1.23 and 1.37, respectively.

 The
following discussion and analysis of our results of operations has been organized in the following manner:

 a
 discussion and analysis of the Company's results of operations for the twelve-month period ended December 31, 2022, compared
 to the same period in 2021; and

 a
 discussion and analysis of the results of operations for each of the Company's segments (Gaming, Virtual Sports, Interactive
 and Leisure) for the twelve-month periods ended December 31, 2022, compared to the same period in 2021, including KPI analysis.

 A
discussion and analysis of the Company's consolidated results of operation and results of operations for each of the Company's
segments for the twelve-month period ended December 31, 2021, compared to the same period in 2020, can be found in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the fiscal year
ended December 31, 2021 filed with the United States Securities and Exchange Commission ("SEC") on March 31, 2022. With the
exception of the goodwill impairment charge of $22.4 million that occurred during the year ended December 31, 2020, there were no significant
changes in the trends, discussions and analyses included therein. Refer to Note 2, "Restatement of Previously Issued Consolidated
Financial Statements," of the accompanying audited financial statements for further details related to the Restatement and correction
of errors and the impact on our consolidated financial statements and underlying financial data.

 In
the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.
Year-on-year comparisons may not be meaningful due to COVID-19 impacts in prior period, as noted above.

 For
all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and
segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange
rates.

of Previously Issued Financial Statements

 On
November 2, 2023, the Company, in concurrence with the Company's audit committee, concluded that our 2023 and 2022 consolidated
financial statements, included in our Annual Reports on Form 10-K as of December 31, 2022 and 2021 and for the fiscal years ended December
31, 2022, 2021, and 2020 (collectively the "Prior Period Financial Statements"), should no longer be relied upon due to misstatements
that are described below, and that we would restate such financial statements to make the necessary accounting corrections. Details of
the restated consolidated financial statements as of December 31, 2022 and 2021 and for the fiscal years ended December 31, 2022, 2021
and 2020 are more fully described in Note 2 of the notes to the financial statements included herein.

 The
Company issued a revision for capitalized software and related amortization expense in the quarterly report on Form 10-Q filed on August
11, 2023 for the period ended June 30, 2023 to the numbers previously presented in the Form 10-K filed on March 16, 2023 for the year
ended December 31, 2022 (the "Revision"). This revision related to certain completed software development projects were,
but should not have been, delayed in the shift from work in progress to completed projects. Consequently, the commencement of amortization
for certain projects was delayed and the reported amortization was lower than the actual amortization. This issue is distinct from the
capitalized software restatements below.

 Overall
Company Results

 Twelve
Months ended December 31, 2022, compared to Twelve Months ended December 31, 2021

 Dec 31,
 2022

 Dec 31,
 2021

 $
 248.4

 $
 180.2

 $
 (28.8
)

 $
 97.0

 53.8
 %

 37.8
 %

 Product

 33.2

 25.6

 (4.1
)

 11.7

 45.7
 %

 29.7
 %

 281.6

 205.8

 (32.9
)

 108.7

 52.8
 %

 36.8
 %

 Cost of Sales, excluding depreciation and amortization:

 (71.4
)

 (51.8
)

 8.2

 (27.8
)

 53.7
 %

 37.8
 %

 Cost of Product

 (21.9
)

 (17.8
)

 2.6

 (6.7
)

 37.6
 %

 23.0
 %

 (91.1
)

 (77.3
)

 11.2

 (25.0
)

 32.3
 %

 17.9
 %

 (10.8
)

 (13.0
)

 1.2

 1.0

 (7.7
 %)

 (16.9
 %)

 (0.5
)

 (1.6
)

 0.1

 1.0

 (62.5
 %)

 (68.8
 %)

 (39.9
)

 (48.8
)

 4.9

 4.0

 (8.2
 %)

 (18.2
 %)

 46.0

 (4.5
)

 (4.7
)

 55.2

 (1226.7
 %)

 (1122.2
 %)

 Other income (expense)

 (25.3
)

 (44.3
)

 3.2

 15.8

 (35.7
 %)

 (42.9
 %)

 -

 0.9

 -

 (0.9
)

 (100.0
 %)

 (100.0
 %)

 Profit on disposal of trade & assets

 0.9

 -

 0.0

 0.9

 N/A

 N/A

 1.1

 5.7

 (0.1
)

 (4.5
)

 (78.9
 %)

 (80.7
 %)

 Total other income (expense), net

 (23.3
)

 (37.7
)

 3.1

 11.3

 (30.0
 %)

 (38.2
 %)

 Net Income (loss) from continuing operations before income taxes

 22.7

 (42.2
)

 (1.6
)

 66.5

 (157.6
 %)

 (153.8
 %)

 Income tax expense

 (2.1
)

 1.6

 0.3

 (4.0
)

 (250.0
 %)

 (231.3
 %)

 Net Income (Loss)

 $
 20.6

 $
 (40.6
)

 $
 (1.3
)

 $
 62.5

 (153.9
 %)

 (150.7
 %)

 1.23

 1.37

 See
"Segments Results" below for a more detailed explanation of the significant changes in our components of revenue within the
individual segment results of operations.

 Consolidated
Reported Revenue by Segment

 VAT-related
 revenue for the twelve-months ended December 31, 2022 was $1.0 million, and for the twelve-months ended December 31, 2021 was $3.1
 million.

 "VAT-related
revenue" are payments from UK customers related to our contractual revenue share of their value-added tax rebate.

 For
the twelve months ended December 31, 2022, revenue on a functional currency (at constant rate) basis increased by $108.7 million, or
52.8%.

 For
the twelve-month period, Leisure and Gaming service revenue grew by $38.5 million and $30.4 million, respectively, predominately due
to COVID-19 related closures and restrictions in the first six months of the prior year. Virtual Sports and Interactive grew by $25.6
million and $2.5 million, respectively, with $22.6 million of the Virtuals Sports increase from Online and $3.1 million from Retail.

 Cost
of Sales, excluding depreciation and amortization

 Cost
of sales, excluding depreciation and amortization, for the twelve months ended December 31, 2022, increased by $34.5 million, or 50%
The increase was driven by Cost of Service of $27.8 million due to COVID-19 related closures in the prior period, and a $6.7 million
increase in Cost of Product.

 Selling,
general and administrative expenses

 Selling,
general and administrative ("SG&A") expenses for the twelve months ended December 31, 2022 increased by $25.0 million,
or 32.3%.

 The
increase was driven primarily by the increase in staff cost of $22.6 million, due to the return of furloughed staff and return
to full pay for the current period as well as wage inflation particularly increases in the 'UK's national living wage'
of 6.6% (The National Living Wage is an obligatory minimum wage payable to workers in the United Kingdom).

 Stock-based
compensation

the twelve months ended December 31, 2022, the Company recorded expenses of $10.8 million, compared to expenses of $13.0 million, for
the twelve months ended December 31, 2021. All expenses related to outstanding awards, but the twelve months ended December 31, 2021,
included $1.4 million of shares that fully vested on the date of grant.

 Acquisition
and integration related transaction expenses

the twelve months ended December 31, 2022, the Company recorded an expense of $0.5 million, compared to an expense of $1.6 million, for
the twelve months ended December 31, 2021.

 Expenses
in both years related to integration costs for the Company's acquisition of both Gaming Technology Group of Novomatic UK Ltd.,
and acquisition costs of Sportech Lotteries, LLC as well as costs relating to potential acquisitions.

and amortization

and amortization decreased for the twelve-month period by $4.0 million. This was mostly driven by Gaming and Leisure with reductions
of $2.9 million and $0.9 million. The decrease in Gaming was due to a decrease in software amortization as software becomes fully amortized
and machine depreciation as machines in Greece become fully depreciated.

 Net
operating income/(loss)

the twelve-month period, net operating income was $46.0 million, an increase of $55.2 million. These increases were attributable primarily
to the increases in revenue driven by the COVID-19 closures and restrictions in 2021, as well as growth in online revenue and the decrease
in depreciation, partly offset by an increase in Cost of sales and SG&A expenses.

expense, net

 Interest expense, net decreased by $15.8 million in the twelve-month
period ended December 31, 2022, which was due to the refinancing in the previous year with savings due to lower debt interest of $0.6
million, lower debt fee amortization of $0.9 million and the $14.1 million write-off of debt fees relating to the previous debt.

 Change
in fair value of warrant liability

 With
the expiration of the warrants on December 23, 2021, the liability and the requirement to restate to fair value ceased to exist. For
the twelve months ended December 31, 2021, the change in fair value of the warrant liability resulted in a gain of $0.9 million.

 Gain
on disposal of business

 For
the twelve-months ended December 31, 2022, gain on disposal of business was $0.9 million due to the sale of part of our Italian Gaming
operations (see Gaming key events for more information).

 Other
finance income

 Other finance income for the twelve months ended December 31, 2022,
was a $1.1 million gain. This compares to a $5.7 million gain inclusive of $4.5m FX retranslation of the principle balance of our senior
debt facilities for the twelve months ended December 31, 2021.

tax expense

 Our effective tax rate for the twelve months ended December 31, 2022
was (9.2%), compared to 3.8% for the twelve months ended December 31, 2021.

Tax

 We
recorded a valuation allowance against all of our deferred tax assets as of both December 31, 2022, and December 31, 2021. We intend
to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal
of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there
is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a
conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result
in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However,
the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that
we are able to actually achieve.

 Net
Income/ (loss)

the twelve-month period, net income was $20.6 million, an increase of $62.5 million year-over-year, primarily due to an increase in net
operating income $55.3 million, a decrease in interest expense, net $11.1 million, a decrease in other finance income and an increase
in income tax expense of ($4.0 million).

Results ( for the twelve months ended December 31, 2022, compared to the twelve months ended December 31, 2021)

 We
generate revenue from our Gaming segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based
content, as well as services such as terminal repairs, maintenance, software updates and upgrades on an when and if available basis and
content development. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to
our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals
placed in our customers' facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of
the contract.

growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming
machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our
contracts with our customers.

Key Performance Indicators

 For the Twelve-Month Period ended

 Variance 2022 vs 2021

 Dec 31, 2022

 Dec 31, 2021

 %

 End of period installed base (# of terminals) (3)

 34,903

 31,891

 3,012

 9.4
 %

 Total Gaming - Average installed base (# of terminals) (3)

 34,681

 31,894

 2,787

 8.7
 %

 Participation - Average installed base (# of terminals) (3)

 31,268

 29,189

 2,079

 7.1
 %

 Fixed Rental - Average installed base (# of terminals)

 3,412

 2,705

 26.1
 %

 Service Only - Average installed base (# of terminals)

 16,854

 21,563

 (4,709
)

 (21.8
)%

 Customer Gross Win per unit per day (1) (2) (3)

 91.0

 50.7

 40.3

 79.5
 %

 Customer Net Win per unit per day (1) (2) (3)

 66.5

 37.7

 28.8

 76.4
 %

 Inspired Blended Participation Rate

 5.7
 %

 6.4
 %

 (0.7
 %)

 Inspired Fixed Rental Revenue per Gaming Machine per week (2)

 48.5

 26.3

 22.2

 84.4
 %

 Inspired Service Rental Revenue per Gaming Machine per week (2)

 4.7

 3.4

 1.3

 38.2
 %

 Gaming Long term license amortization ( 'm)

 4.3

 5.0

 (0.7
)

 (14.0
 %)

 Number of Machine sales

 3,027

 3,372

 (345
)

 (10.2
)%

 Average selling price per terminal

 7,843

 4,436

 3,407

 76.8
 %

 (1)

 Includes
 all SBG terminals in which the Company takes a participation revenue share across all territories.

 (2)

 Includes
 all days of the year, including the days during which the Gaming terminals were not operating due to COVID-19 closures.

 (3)

 Includes
 circa 2,500 of lottery terminals (zero in the prior year) where the share is on handle instead of net win.

 In

 "End
of Period Installed Base" is equal to the number of deployed Gaming terminals at the end of each period that have been placed on
a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly
related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue
share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher
the Company's revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth
across the segment. This does not include Service Only terminals.

is derived from the performance of the installed base as described by the Gross and Net Win KPIs.

 If
the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an
indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers
or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

 "Total
Gaming - Average Installed Base" is the average number of deployed Gaming terminals during the period split by Participation terminals
and Fixed Rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly useful
for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service
Only terminals.

 "Participation
- Average Installed Base" is the average number of deployed Gaming terminals that generated revenue on a participation basis.

 "Fixed
Rental - Average Installed Base" is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.

 "Service
Only - Average Installed Base" is the average number of terminals that generated revenue on a Service only basis.

 "Customer
Gross Win per unit per day" is a KPI used by our management to (i) assess impact on the Company's revenue, (ii) determine
changes in the performance of the overall market and (iii) evaluate the impacts of regulatory change and our new content releases on
our customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company
takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings
to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory
levy paid by the Customer to government bodies) and applying the Company's contractual revenue share percentage.

 Our
management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is
unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons
and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we
operate.

 "Customer
Net Win per unit per day" is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

 "Inspired
Blended Participation Rate" is the Company's average revenue share percentage across all participation terminals where revenue
is earned on a participation basis, weighted by Customer Net Win per unit per day.

 "Inspired
Fixed Rental Revenue per Gaming Machine per week" is the Company's average fixed rental amount across all fixed rental terminals
where revenue is generated on a fixed fee basis, per unit per week.

 "Inspired
Service Rental Revenue per Gaming Machine per week" is the Company's average service rental amount across all service only
rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

 "Gaming
Long term license amortization" is the upfront license fee per terminal which is typically spread over the life of the terminal.

 Our
overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation
- Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation
Rate, which is equal to "Participation Revenue".

 "Number
of Machine sales" is the number of terminals sold during the period.

 "Average
selling price per terminal" is the total revenue in GBP of the Gaming terminals sold divided by the "number of Machine sales".

Recurring Revenue

 Set
forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consists of Gaming participation revenue
and fixed rental revenue.

 Dec

 Dec

 %

 Gaming Recurring Revenue

 Total Gaming Revenue

 90.4

 59.4

 31.0

 52.2
 %

 Gaming Participation Revenue

 43.5

 27.7

 15.8

 57.0
 %

 Gaming Other Fixed Fee Recurring Revenue

 12.6

 6.9

 5.7

 82.6
 %

 Gaming Long-term license amortization

 4.3

 5.2

 (0.9
)

 (17.3
 %)

 Total Gaming Recurring Revenue *

 60.4

 39.8

 20.6

 51.8
 %

 Gaming Recurring Revenue as a % of Total Gaming Revenue

 66.8
 %

 67.0
 %

 (0.2
 %)

 Total Gaming excluding VAT-related revenue

 89.6

 57.1

 Gaming Recurring Revenue as a % of Total Gaming Revenue (excluding VAT-related revenue)

 67.4
 %

 69.7
 %

 *

 Does
 not reflect VAT-related revenue.

 Total
 Gaming Revenue for the twelve-month period ended December 31, 2022 and 2021, includes 0.8 million and 2.3 million,
 respectively of VAT-related revenue, which is not reflected in Gaming Recurring Revenue for that period. Excluding VAT-related revenue,
 Gaming Recurring Revenue was 67% and 70%, respectively of Total Gaming Revenue for such period.

 Note
 – For the twelve-months ending December 31, 2022, there has been some recharacterization between Gaming Participation Revenue
 and Other Fixed fee revenue to ensure consistency with similar items across the Group. No changes to prior year.

 In

 "Gaming
Participation Revenue" includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues;
and (ii) licensing of our game content and intellectual property to third parties.

 "Gaming
Other Fixed Fee Recurring Revenue" includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.

 "Gaming
Long term license amortization" – see the definition provided above.

 "Total
Gaming Recurring Revenue" is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.

Service Revenue by Region

 Set
forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming
participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue.
See "Gaming Segment Revenue" below for a discussion of gaming service revenue between the periods under review.

 Dec

 Dec

 Total Functional Currency %

 Service Revenue:

 UK LBO

 $
 40.7

 $
 30.3

 $
 10.4

 34.3
 %

 46.0
 %

 UK VAT - Related Income

 1.0

 3.1

 $
 (2.1
)

 (67.7
 %)

 (65.5
 %)

 UK Other

 12.1

 7.9

 4.2

 53.2
 %

 81.3
 %

 Italy

 2.7

 2.2

 0.5

 22.7
 %

 37.7
 %

 Greece

 18.1

 14.9

 3.2

 21.5
 %

 35.1
 %

 Rest of the World

 0.7

 0.4

 0.3

 75.0
 %

 114.0
 %

 Lotteries

 5.1

 -

 5.1

 NA

 NA

 Total Service revenue

 $
 80.4

 $
 58.8

 $
 21.6

 36.7
 %

 51.7
 %

 1.23

 1.37

 Note:
Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could
be slightly different from the average rate during the period depending on timing of transactions.

key events

 Total
Gaming Customer Gross Win per unit per day (in our functional currency, GBP) for the twelve-months ended December 31, 2022, increased
by 40.3, or 80%, to 91.0. Much of the increase is driven by retail venues being closed during the first quarter of 2021
and part of the second quarter as a result of COVID-19 restrictions. Another factor was our first year recognizing the newly acquired
Lottery business, which includes just under 2,500 lottery terminals (zero in the prior year) where the share is on handle instead of
net win and achieves Gross Win per unit per day figures above the average of the remaining Gaming sector.

 The
overall participation rate for our installed base decreased from 6.4% for the twelve months ended December 31, 2021, to 5.7% in 2022.
The decrease was due mainly to the new Lottery business, which delivers high gross win values at lower participation terms than the average
of the remaining Gaming sector. The Lottery business operates close to 2,500 terminals in various locations in the Dominican Republic
and has an agreement for the supply of these terminals until March 9, 2035. The twelve months of trading delivered $5.1 million of participation
revenue.

 Inspired
rolled out new content across the UK LBO estate during the months of April and May 2022, which resulted in Gaming Customer Gross Win
per unit per day increasing by 4.8% from the second half of 2021 to the second half of 2022 (This comparison is used rather than full
year to help separate the impact of Covid closure in the first half of 2021).

the twelve-months ended December 31, 2022, Inspired recognized contractual performance bonuses of $2.0 million within UK LBO segment.
The bonus payments were triggered by strong year-on-year growth in Gaming Customer Gross Win per shop.

 At
the end of the second quarter of 2022, Inspired secured a five-year contract extension for service and content fees with one of its largest
UK LBO customers. Over 400 "Vantage" terminals will go on trial during the first quarter of 2023 with the full roll out plan
expected to commence in the fourth quarter of 2023, expecting to be complete by the end of first quarter of 2024.

the fourth quarter of 2022, Inspired's two other major UK LBO customers signed up for new five-year and four-year contracts respectively.
Both customers will refresh their estate with the new "Vantage" terminal on their own capital expenditure, all installations
are expected to be complete by the end of 2023.

the twelve-month period, Inspired upgraded its Non-LBO UK gaming estate with the installation of 460 "Flex" and 700 "Prismatic"
terminals through a combination of outright sales and lease agreements. In the Dutch gaming market, Inspired continued its strong relationship
with a major customer, delivering outright sales of over 360 digital terminals, which included 100 in the third quarter and 160 in the
fourth quarter.

 In
the UK Casino market, Inspired installed 183 "Sabre Hydra" terminals into venues which completed the full machine order of
over 200 machines with a major customer.

 In
the North America market, Inspired sold 186 "Valor" terminals across a number of customers in Illinois. The total sales since
launch in December 2019 are now over 880 terminals.

 Inspired
delivered its second machine order to Western Canada Lottery Corporation (WCLC), our second jurisdiction in North America. Inspired completed
the outright sale of 820 "Valor Clamshell" terminals in the fourth quarter 2022 which represents the highest single machine
order. As part of the agreement, Inspired will take back the original 100 "Valor" terminals in the second quarter of 2023,
these terminals will either redeployed in North America or converted for another market.

2022, Inspired delivered the final 308 "Valor" terminals of a total 500-terminal award to OPAP (Greece) which include an
upfront license fee, this takes Inspired's contracted volumes to 9,440. Inspired rolled out new content during the third quarter,
which has resulted in double-digit growth in Gaming Customer Gross Win per unit per day when compared to the second quarter.

 In
the Italian market, Inspired has transitioned to a content and platform supplier only model beginning January 1, 2022, driving significant
operating expense savings. Inspired sold a large portion of its business to a major machine operator, including customer contracts and
"in country" staff.

Results of Operations

 Dec

 Dec

 $
 80.4

 $
 58.8

 $
 (8.8
)

 $
 30.4

 51.7
 %

 36.7
 %

 Product

 30.9

 22.6

 $
 (3.9
)

 12.2

 54.0
 %

 36.7
 %

 111.3

 81.4

 (12.7
)

 42.6

 52.3
 %

 36.7
 %

 Cost of Sales, excluding depreciation and amortization:

 (23.7
)

 (17.3
)

 $
 2.7

 (9.1
)

 52.6
 %

 37.0
 %

 Cost of Product

 (20.4
)

 (15.0
)

 $
 2.4

 (7.8
)

 52.0
 %

 36.0
 %

 Total cost of sales

 (44.1
)

 (32.3
)

 5.1

 (16.9
)

 52.3
 %

 36.5
 %

 (23.8
)

 (22.4
)

 $
 3.0

 (4.4
)

 19.6
 %

 6.3
 %

 (1.6
)

 (1.8
)

 $
 0.2

 0.0

 (0.0
)%

 (11.1
)%

 (19.6
)

 (24.6
)

 $
 2.1

 2.9

 (11.8
)%

 (20.3
)%

 $
 22.2

 $
 0.3

 $
 (2.3
)

 $
 24.2

 8067
 %

 7300
 %

 Profit on disposal of trade & assets

 0.9

 -

 -

 0.9

 N/A

 N/A

 Net Income (Loss)

 $
 23.1

 $
 0.3

 $
 (2.3
)

 $
 25.1

 8366
 %

 7600
 %

 1.23

 1.37

 Note:
Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

 All
variances discussed in the Gaming results below are on a functional currency (at constant rate) basis, which excludes the impact of any
changes in foreign currency exchange rates.

the twelve-month period, Gaming revenue increased by $42.6 million, or 52%, this was driven by a $30.4 million increase in Service revenue
and $12.2 million increase in Product revenue.

 The
increase in Gaming Service revenue was driven by $20.4 million from the UK market, $5.2 million from the Greek market and $0.9 million
from the Italian market, as all venues were open for the entire period compared to the prior period when the majority of the UK estate,
all Greece retail venues and all Italy retail venues were shut for some of the period and had restrictions for the remaining. $5.6 million
of the increase was due to the addition of the new Lotteries market and $0.4 million from the rest of the world. This was offset by lower
VAT-related revenue of $2.1 million.

 Product
revenue increase was primarily driven by higher Product sales of $9.3 million in North America, $3.3 million of UK sales and $1.6 million
of higher spare sales, partly offset by lower sales of $2.1 million in Italy.

Operating Income

income increased for the twelve-month period by $24.2 million. This increase was primarily due to the increase in revenues of $42.6 million
and decrease in depreciation of $2.9 million, primarily due to the decrease in software amortization as software became fully amortized
and due to a decrease in machine depreciation, as machines in Greece become fully depreciated. This was partially offset by an increase
in Cost of sales of $16.9 million related to higher revenues and increase of $4.4 million in SG&A, as staff returned from furlough
or to full salary.

Net Income

 For
the twelve-month period, Net income increased by $25.1 million, from an income of $0.3 million to an income of $23.1 million. This was
due to the increase in Operating income and a $0.9 million profit from the disposal of trade and assets from the sale of part of the
Italian VLT operations (see Gaming key events for more information).

Sports

 We
generate revenue from our Virtual Sports segment through the on premise licensing solution and hosting of our products. We primarily
receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined
as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant
regulatory levies) from Virtual Sports content placed on our customers' websites or in our customers' facilities. Typically,
we recognize revenue from these arrangements on a daily basis over the term of the contract.

growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games
and the net win percentage that we receive pursuant to our contracts with our customers.

Sports, Key Performance Indicators

 Dec

 Dec

 %

 Virtuals

 No. of Live Customers at the end of the period

 8.2
 %

 Average No. of Live Customers

 8.3
 %

 Total Revenue ( 'm)

 44.1

 25.4

 18.7

 73.6
 %

 Total Revenue 'm - Retail

 9.0

 6.6

 2.4

 36.4
 %

 Total Revenue 'm - Online Virtuals

 35.2

 18.8

 16.4

 87.2
 %

 In

 "No.
of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from
which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports
revenue during the period, respectively.

 "Total
Revenue ( m)" represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total
revenue is also divided between "Total Revenue ( m) – Retail," which consists of revenue earned through players
wagering at Virtual Sports venues, "Total Revenue ( m) – Online Virtuals," which consists of revenue earned through
players wagering on Virtual Sports online.

Sports, Recurring Revenue

 Set
forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue
as well as long-term license amortization. See "Virtual Sports Segment Revenue" below for a discussion of Virtual Sports
Service revenue between the periods under review.

 For the Twelve-Month Period ended

 Dec

 Dec

 %

 Virtual Sports Recurring Revenue

 Total Virtual Sports Revenue

 44.1

 25.4

 18.7

 73.6
 %

 Recurring Revenue - Retail Virtuals

 8.7

 6.6

 2.1

 31.8
 %

 Recurring Revenue - Online Virtuals

 35.1

 18.1

 17.0

 93.9
 %

 Total Virtual Sports Long-term license amortization

 -

 0.3

 (0.3
)

 (100
 %)

 Total Virtual Sports Recurring Revenue

 43.8

 25.0

 18.8

 75.2
 %

 Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue

 99.3
 %

 98.4
 %

 0.9

 "Recurring
Revenue" includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our
game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable
with our game servers.

 "Virtual
Sports Long term license amortization" is the upfront license fee which is typically spread over the life of the contract.

Sports, key events

the period, we launched Virtual Horse racing with the DC Lottery into their lottery locations.

 New
contracts were signed with Scientific Games for Virtual Sports content to be sold to Netherlands Lottery (NLO), Goldbet covering the
provision of Virtual Sports into both their retail and online channels in Italy and a contract for Class 4 VLT games in Ladbrokes Belgium
retail.

 We
signed a long-term extension to our contract with Betfred covering the provision of Virtual Sports into their retail LBO estate in the
UK. In addition, we signed contract term extensions with Bet Victor, Sisal (Italy), Nik, spol. s r.o (Slovakia) and additional
territories were added to our contract with Kaizen Gaming.

 A
new Virtuals Plug and Play contract was signed with Morocco Lottery and launched, plus an extension to the retail contract.

 We
launched Virtuals Women's Soccer to coincide with UEFA Women's Euro 2022. We also launched Matchday multi-stream with one
of our biggest online customers and Matchday Ultra 2 and Soccer Ultra 2 with SNAI (Italy) retail and online, and optimized OPAP retail
schedule increasing the frequency of events and added product enhancements.

 We
also signed a long-term extension to our contract with 49's.

Sports, Results of Operations

 Dec

 Dec

 Service Revenue

 $
 54.2

 $
 35.0

 $
 (6.4
)

 $
 25.6

 73.1
 %

 54.9
 %

 (1.8
)

 (1.2
)

 0.2

 (0.8
)

 66.7
 %

 50.0
 %

 (8.0
)

 (7.7
)

 1.0

 (1.3
)

 16.9
 %

 (3.9
 %)

 (0.7
)

 (0.8
)

 0.1

 0.0

 0.0
 %

 (12.5
)%

 (2.7
)

 (3.8
)

 0.3

 0.8

 (21.1
 %)

 (28.9
)%

 $
 41.0

 $
 21.5

 $
 (4.8
)

 $
 24.3

 113.0
 %

 90.7
 %

 1.23

 1.37

 Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

 All
variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

Sports revenue

the twelve-month period, revenue increased by $25.6 million, or 73%. This increase was driven by $23.3 million increase in Online Virtuals,
primarily driven by the growth from our existing online customers along with expanding jurisdictions, as well as increases in Retail
Virtuals of $2.6 million, due to retail venues being open for the whole of the period compared to the prior period.

Sports operating income

income increased by $24.3 million in the twelve-month period. This increase was primarily due to the increase in revenue of $25.6 million
and a decrease in depreciation and amortization of $0.8 million, partly offset by an increase of $0.8 million of cost of sales.

 We
generate revenue from our Interactive segment through various games content made available via third party aggregation platforms integrated
with Inspired's remote gaming server or directly on the Company's remote gaming servers platform, and services such as customer
support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis.

 Our
participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after
deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content
placed on our customers' websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the
contract.

growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance
of the games and the net win percentage that we receive pursuant to our contracts with our customers.

 Interactive,
Key Performance Indicators

 Dec

 Dec

 %

 No. of Live Customers at the end of the period

 19.3
 %

 Average No. of Live Customers

 25.0
 %

 No. of Live Games at the end of the period

 16.4
 %

 Average No. of Live Games

 17.6
 %

 Total Revenue ( 'm)

 16.7

 15.0

 1.7

 11.3
 %

 In

 "No.
of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from
which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue
during the period, respectively.

 "No.
of Live Games at the end of the period" and "Average No. of Live Games" represents the number of games from which there
is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period,
respectively.

 "Total
Revenue ( m)" represents total revenue for the Interactive segment, including recurring and upfront service revenue.

 Interactive,
Recurring Revenue

 All
Interactive revenue in both years was recurring.

 Interactive,
key events

the period ended December 31, 2022, we undertook 49 new brand launches, 24 during the first half of 2022 and 25 during the second half
of 2022. We expanded territories with Bet365, BetMGM and Gamesys in Ontario, along with DraftKings in New Jersey, Connecticut and Pennsylvania
and Rush Street Interactive in Michigan and Pennsylvania. We also expanded into Pennsylvania with BetMGM.

 We
deployed 34 new games in the year, 20 new games in the first half of the year, including Big Egyptian Fortune TM and Big Wheel
Bonus TM and 14 new games in the second half, including Cops N Robbers Big Money TM and Santa Linking TM.

 Loto-Quebec
launched our first iLottery title with Pharaon Reaction TM in the first half of 2022 and followed up with a second title in
the second half of 2022.

 Interactive,
Results of Operations

 For the Twelve-Month Period ended

 Dec

 Dec

 Service Revenue

 $
 20.6

 $
 20.7

 $
 (2.6
)

 $
 2.5

 12.1
 %

 0.5
 %

 (1.3
)

 (1.8
)

 0.2

 0.3

 16.7
 %

 (27.8
 %)

 (8.0
)

 (6.8
)

 0.9

 (2.1
)

 30.9
 %

 17.6
 %

 (0.7
)

 (0.6
)

 0.1

 (0.2
)

 33.3
 %

 16.7
 %

 (2.0
)

 (2.7
)

 0.2

 0.5

 (18.5
 %)

 (25.9
 %)

 $
 8.6

 $
 8.8

 $
 (1.2
)

 $
 1.0

 11.4
 %

 2.3
 %

 1.22

 1.37

 Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

 All
variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

revenue

twelve-month period, revenue increased by $2.5 million, primarily driven by recurring revenue growth due to the consistent launch of
new content across the estate, growth in the customer base in new, emerging and core markets and increased promotional activity through
exclusive deals with tier-one customers.

operating income

income for the twelve-month period increased by $1.0 million. This increase was driven by the increase in revenue, partially offset by
a $2.1 million increase in SG&A expenses driven by the investment in the segment to help drive revenues and for staff returning from
furlough and to full pay.

 We
typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines. We receive rental fees for
machines, typically on a long-term contract basis, on both a participation and fixed fee basis. Our participation contracts are usually
structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free
bets or plays, any relevant regulatory levies and minimum fixed incomes where applicable) from machines placed in our customers'
facilities. We generally recognize revenue from these arrangements on a daily basis over the term of the contract.

growth for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net
win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

 Leisure,
Key Performance Indicators

 Dec

 Dec

 %

 End of period installed base Gaming machines (# of terminals)

 11,008

 11,418

 (410
)

 (3.6
)%

 Average installed base Gaming machines (# of terminals)

 10,960

 11,576

 (616
)

 (5.3
)%

 End of period installed base Other (# of terminals)

 4,646

 6,838

 (2,192
)

 (32.1
)%

 Average installed base Other (# of terminals)

 5,306

 7,080

 (1,774
)

 (25.1
)%

 Pub Digital Gaming Machines - Average installed base (# of terminals)

 6,102

 6,087

 0.2
 %

 Pub Analogue Gaming Machines - Average installed base (# of terminals)

 1,334

 2,092

 (758
)

 (36.2
)%

 MSA and Bingo Gaming Machines - Average installed base (# of terminals) (1)

 3,216

 3,204

 0.4
 %

 Inspired Leisure Revenue per Gaming Machine per week

 64.3

 36.9

 27.4

 74.3
 %

 Inspired Pub Digital Revenue per Gaming Machine per week

 68.6

 36.2

 32.4

 89.5
 %

 Inspired Pub Analogue Revenue per Gaming Machine per week

 38.3

 22.5

 15.8

 70.2
 %

 Inspired MSA and Bingo Revenue per Gaming Machine per week

 91.0

 50.3

 40.7

 80.9
 %

 Inspired Other Revenue per Machine per week

 19.7

 11.0

 8.7

 79.1
 %

 Total Holiday Parks Revenue (Gaming and Non Gaming) ( 'm)

 30.0

 21.1

 8.9

 %

 (1)

 Motorway
 Service Area machines

 In

 "End
of period installed base Gaming" and "Average installed base Gaming" represent the number of gaming machines installed
(excluding Holiday Park machines) that are Category B and Category C only, from which there is participation or rental revenue at the
end of the period or as an average over the period.

 "End
of period installed base Other" and "Average installed base Other" represent the number of all other category machines
installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average
over the period.

 "Revenue
per machine unit per week" represents the average weekly participation or rental revenue recognized during the period.

 Leisure,
Recurring Revenue

 Set
forth below is a breakdown of our Leisure recurring revenue which consists principally of Leisure participation revenue and Leisure other
fixed fee revenue. See "Leisure Segment Revenue" below for a discussion of leisure service revenue between the periods under
review.

 Dec

 Dec

 %

 Leisure Recurring Revenue

 Total Leisure Revenue

 77.7

 50.0

 27.7

 55.4
 %

 Total Leisure Recurring Revenue

 75.4

 47.9

 27.5

 57.4
 %

 Leisure Recurring Revenue as a Percentage of Total Leisure Revenue

 97.0
 %

 95.8
 %

 1.2

 Leisure,
key events

the twelve-month period ended December 31, 2022 the holiday parks business delivered record sales and we successfully contracted another
Butlins site, which started earning income in January 2023 making Inspired the sole supplier of amusement and gaming machines for Butlins
for the next seven years, and we secured a new five-year deal with Haven.

 In
the Pubs sector we successfully renewed our contract with Greene King for a further three years and increased our share of the estate
from 36% to 42%. We signed a three-year extension with Mitchells and Butler and were reappointed as a supplier to Marstons for a further
four years. We also divested our prize vend assets in the estate to allow focus on core gaming products with increased margins, which
is the reason for the decline in Other installed base year on year.

the year we have deployed several new titles across the pubs estate, including 'Cops n Robbers Bank Buster', Space Invaders,
'Centurion' 'Gold Cash Freespins' and "Party Time Pub Addition' demonstrating our commitment to leveraging
Inspired's successful game portfolio for the pub sector.

 Leisure,
Results of Operations

 Dec

 Dec

 $
 93.2

 $
 65.7

 $
 (11.0
)

 $
 38.5

 58.6
 %

 41.8
 %

 Product

 2.3

 3.0

 (0.2
)

 (0.5
)

 (16.7
 %)

 (23.3
 %)

 95.5

 68.7

 (11.2
)

 38.0

 55.3
 %

 39.0
 %

 Cost of Sales, excluding depreciation and amortization:

 (44.6
)

 (31.5
)

 4.9

 (18.0
)

 57.1
 %

 41.6
 %

 Cost of Product

 (1.5
)

 (2.8
)

 0.0

 1.3

 (46.4
 %)

 (46.4
 %)

 Total cost of sales

 (46.1
)

 (34.3
)

 4.9

 (16.7
)

 48.7
 %

 34.4
 %

 (25.4
)

 (19.5
)

 3.2

 (9.1
)

 46.7
 %

 30.3
 %

 (0.6
)

 (0.6
)

 0.1

 (0.1
)

 16.7
 %

 0.0
 %

 (13.5
)

 (15.9
)

 1.5

 0.9

 (5.7
 %)

 (15.1
 %)

 9.9

 (1.6
)

 $
 (1.5
)

 $
 13.0

 (812.5
 %)

 (718.8
 %)

 1.23

 1.37

 Note:
Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

 All
variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of
any changes in foreign currency exchange rates.

 For
the twelve-month period, revenue increased by $38.0 million, or 55%, respectively, as our business benefitted from no COVID-19 closures
and fewer social distancing restrictions and growth in Service revenue.

revenue increased by $38.5 million, driven by all markets being open for the whole of the period, particularly Pubs ($14.1 million),
Holiday parks ($12.3 million), Motorway service areas ($8.1 million) and Bingo Halls ($2.3 million).

Operating Income/ (Loss)

income for the twelve-month period improved by $13.0 million, from a loss of $1.6 million to income of $9.9 million. This was primarily
due to the increase in revenue as venues reopened and COVID-19 restrictions were removed, as well as a reduction in depreciation and
amortization of $0.9 million. This was partially offset by increases in Cost of sales ($16.7 million) and SG&A expenses ($9.1 million),
due to staff returning from furlough and to full pay and in the later months from the increase in the UK national living wage.

 Non-GAAP
Financial Measures

 We
use certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, to analyze our operating performance. We use these financial
measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure
performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition
to standard U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures,
and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The
presentation of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial
information prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with
our U.S. GAAP financial measures.

 We
define our non-GAAP financial measures as follows:

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

 Adjusted
EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and
income tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded
amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes
in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where
trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside
the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance,
impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger
and acquisition costs and (3) gains or losses not in the ordinary course of business. This does not include any adjustments related to
COVID-19.

 We
believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because
it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense
and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results
and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future.
Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss,
because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and
losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable
to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as
only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and
amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

 Functional
Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the
equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining
difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied
by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.

 Currency
Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency
(at constant rate) basis.

 Reconciliations
from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.

 Reconciliation
to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2022

 For the Twelve-Month Period ended Dec 31, 2022

 Statutory
 Heading

 Total

 Virtual Sports

 Net Income/ (loss)

 Net Income

 $
 20.6

 $
 23.1

 $
 41.0

 $
 8.6

 $
 9.9

 $
 (62.0
)

 Items Relating to Legacy Activities:

 Pension charges (1)

 SG&A

 $
 0.7

 0.7

 Items outside the normal course of business:

 Acquisition and integration related transaction expenses (2)

 SG&A

 $
 0.5

 -

 0.5

 Acquisition and integration related transaction expenses (2)

 Cost of Sale

 $
 0.6

 0.3

 0.3

 -

 Litigation Settlement (3)

 SG&A

 $
 0.5

 0.5

 -

 Stock-based compensation expense (4)

 $
 10.8

 1.6

 0.7

 0.7

 0.6

 7.2

 Depreciation and amortization (4)

 $
 39.9

 19.6

 2.7

 2.0

 13.5

 2.1

 Interest expense net (4)

 Interest expense net

 $
 25.3

 25.3

 Profit on disposal of trade & assets (5)

 Profit on disposal of trade & assets

 $
 (0.9
)

 (0.9
)

 -

 Other finance expenses / (income) (4)

 Other finance expenses / (income)

 $
 (1.1
)

 (1.1
)

 Income tax (4)

 Income tax

 $
 2.1

 2.1

 Adjusted EBITDA

 $
 99.0

 $
 43.7

 $
 44.9

 $
 11.3

 $
 24.3

 $
 (25.2
)

 Adjusted EBITDA

 80.3

 35.3

 36.5

 9.1

 19.7

 (20.3
)

 Exchange Rate - $ to (6)

 1.23

 Note:
Certain unallocated corporate function costs have not been allocated to the Company's reportable operating segments because these
costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

 Reconciliation
to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2021

 For the Twelve-Month Period ended Dec 31,2021

 Statutory
 Heading

 Total

 Virtual Sports

 Net Income/ (loss)

 $
 (40.6
)

 $
 0.3

 $
 21.5

 $
 8.8

 $
 (1.6
)

 $
 (69.6
)

 Items Relating to Legacy Activities:

 Pension charges (1)

 SG&A

 0.8

 0.8

 Items outside the normal course of business:

 Acquisition and integration related transaction expenses (2)

 SG&A

 1.6

 1.6

 Refinancing of Company Debt (7)

 SG&A

 0.8

 0.8

 Italian tax related costs relating to prior years (8)

 SG&A

 1.4

 1.4

 -

 Stock-based compensation expense (4)

 13.0

 1.8

 0.8

 0.6

 0.6

 9.2

 Depreciation and amortization (4)

 48.8

 24.6

 3.8

 2.7

 15.9

 1.8

 Interest expense net (4)

 Interest expense net

 44.3

 44.3

 Change in fair value of warrant liability (4)

 (0.9
)

 (0.9
)

 Other finance expenses / (income) (4)

 Other finance expenses / (income)

 (5.7
)

 (5.7
)

 Income tax (4)

 Income tax

 (1.6
)

 (1.6
)

 Adjusted EBITDA

 $
 61.9

 $
 26.7

 $
 27.5

 $
 12.1

 $
 14.9

 $
 (19.3
)

 Adjusted EBITDA

 45.1

 19.6

 20.0

 8.7

 10.8

 (14.0
)

 Exchange Rate - $ to (6)

 1.37

 Note:
Certain unallocated corporate function costs have not been allocated to the Company's reportable operating segments because these
costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

 Notes
to Adjusted EBITDA reconciliation tables above:

 (1)

 "Pension
 charges" are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit
 scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure
 also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount
 of associated professional services expenses. These costs are included within Corporate Functions.

 (2)

 Acquisition
 and integration related transaction expenses, are as described above in the Results of Operations line item discussions. For 2022
 this includes a write-off of inventory items related to the integration of Gaming Technology Group of Novomatic UK Ltd.

 (3)

 "Litigation
 Settlement" refers to full and final settlement of a contractual dispute relating to a Development Services and Management
 Agreement.

 (4)

 Stock-based
 compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results
 of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout
 liability, change in fair value of derivative liability and other finance income.

 (5)

 "Profit
 on disposal of trade & assets" — In January 2022, the Company sold its Italian VLT business, including all terminals
 and other assets, staff costs and facilities and contracts to a non-connected party, recognizing a profit on this disposal.

 (6)

 Exchange
 rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly
 different from the average rate during the period depending on timing of transactions.

 (7)

 In
 May 2021, the Company refinanced its debt. These are outside of the write off of old debt fees recognized in the interest line.

 (8)

 "Italian
 tax related costs relating to prior years invoicing" relate to a settlement with the Italian Tax Authorities in respect of
 an audit for the period 2015-2017 in respect of the historic VAT treatment of supplies.

 Liquidity
and Capital Resources

 Twelve
Months ended December 31, 2022, compared to Twelve Months ended December 31, 2021

 Cash
Flow Summary - A Two Year Comparative

 Twelve Months ended

 Dec 31,

 Dec 31,

 2022, As Restated

 2021, As Restated

 2022 to 2021

 Net profit/(loss)

 $
 20.6

 ($
 40.6
)

 $
 61.2

 Amortization of debt fees

 1.8

 17.2

 (15.4
)

 Change in fair value of derivative and warrant liabilities and stock-based compensation expense

 11.5

 13.6

 (2.1
)

 Foreign currency translation on senior bank debt and cross currency swaps

 0.0

 (4.7
)

 4.7

 Depreciation and amortization (incl RoU assets)

 43.4

 53.3

 (9.9
)

 Gain on disposal of business

 (0.9
)

 0.0

 (0.9
)

 Contract cost additions

 (7.2
)

 (6.3
)

 (0.9
)

 Other net cash utilized by operating activities

 (44.5
)

 (30.1
)

 (14.4
)

 Net cash provided by operating activities

 24.7

 2.4

 22.3

 Net cash used in investing activities

 (32.6
)

 (32.4
)

 (0.2
)

 Net cash (used)/generated by financing activities

 (11.0
)

 31.2

 (42.2
)

 Effect of exchange rates on cash

 (3.9
)

 (0.5
)

 (3.4
)

 Net decrease in cash and cash equivalents

 ($
 22.8
)

 $
 0.7

 ($
 23.5
)

 Net
cash provided by operating activities

 For
the twelve months ended December 31, 2022, net cash inflow provided by operating activities was $24.7 million, compared to a $2.4 million
inflow for the twelve months ended December 31, 2021, representing a $22.3 million increase in cash generation. This increase was driven
primarily by trading levels through increases in our online businesses and the worldwide trading restrictions in the previous year resulting
from the COVID-19 pandemic.

 Amortization
of debt fees decreased by $15.4 million, to $1.8 million, due to the reduction in the level of capitalized debt fees after May 2021 following
the Company's refinancing of its debt and the $14.4 million write off of the remaining debt fees from the previous financing arrangement.

 Change
in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $2.1 million, from $13.6 million
to $11.5 million. A lower stock-based compensation expense ($2.2 million) and a lower gain relating to terminated cross currency swaps
($0.8 million) was partly offset by movements in the fair value of warrant liabilities in the prior year ($0.9 million).

 Following
the refinancing in May 2021, there has been no foreign currency translation on senior bank debt and cross currency swaps. In the twelve
months ended December 31, 2021, the foreign currency translation on senior bank debt and cross currency swaps resulted in a loss of $4.7
million as a result of the movement in exchange rates during the period.

and amortization decreased by $9.9 million, to $43.4 million, with reductions of $4.5 million in machine depreciation, $4.5 million
in amortization of intangible assets and $1.0 million in amortization of right of use assets.

 For
the twelve-months ended December 31, 2022, gain on disposal of business was $0.9 million due to the sale of part of our Italian Gaming
operations (see Gaming key events for more information).

 Contract
cost additions increased by $0.9 million to $7.2 million in the twelve months ended December 31, 2022.

 Other
net cash utilized by operating activities increased by $14.4 million, to a $44.5 million outflow. The relative movements between the
twelve months ended December 31, 2022 and the twelve months ended December 31, 2021 resulted in a $19.9 million outflow through increased
inventory holding as Inspired made the strategic decision to secure components and protect sales in a challenging global supply chain
market and a $7.3 million increase in receivables due to timing of sales. These were offset by relative favorable movements between the
twelve months ended December 31, 2022 and the twelve months ended December 31, 2021 for prepayments and accrued income of $8.2 million
due to lower trading levels at the start of the previous year and interest accruals of $5.0 million following the debt refinancing in
May 2021.

 Net
cash used in investing activities

 Net
cash utilized in investing activities increased by $0.2 million, to $32.6 million in the twelve months ended December 31, 2022. This
was driven by higher spend on plant, property and equipment (a $10.9 million increase compared to 2021) and capitalized software (a $2.5
million increase compared to 2021) due to spending in the previous year being low as a result of the pandemic. These were largely offset
by the $12.5 million acquisition of Sportech Lotteries, LLC on December 31, 2021 for which the twelve months ended December 31, 2022
included the final payment of $0.6 million.

 Net
cash (used)/generated by financing activities

the twelve months ended December 31, 2022, net cash utilized by financing activities was $11.0 million, $10.5 million of which related
to the Company's repurchase of its common shares under the Share Repurchase Program and $0.5 million of which related to finance
lease spend. During the twelve months ended December 31, 2021, financing activities generated $31.2 million of cash following the receipt
of $30.5 million proceeds from the warrant exercise and a net $1.3 million from the refinancing in May 2021 after payment of associated
fees less a spend of $0.6 million on finance leases.

 Funding
Needs and Sources

 To
fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional
debt or the refinancing of existing debt. As of December 31, 2022, we had liquidity consisting of $25.0 million in cash and cash equivalents
and a further $24.1 million of undrawn revolver facility. This compares to $47.8 million of cash and cash equivalents as of December
31, 2021, with a further $27.0 million of revolver facilities undrawn. We had a working capital outflow of $44.5 million for the twelve
months ended December 31, 2022, compared to a $30.1 million outflow for the twelve months ended December 31, 2021.

 The
level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization
as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working
capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors
are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling
payments to suppliers. These factors, along with movements in trading activity levels which were seen during 2021 following the COVID-19
closures, can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced.
Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the
expected level of short-term receipts.

 Some
of our business operations require cash to be held within the machines. As of December 31, 2022, $2.5 million of our $25.0 million of
cash and cash equivalents were held as operational floats within the machines. At December 31, 2021, $2.7 million of our $47.8 million
of cash and cash equivalents were held as operational floats within the machines

currently believes that the Company's cash balances on hand, cash flows expected to be generated from operations, and the ability
to control and defer capital projects will be sufficient to fund the Company's net cash requirements through March 2024.

 Long
Term and Other Debt

 Cash held

 20.8

 $
 25.0

 35.4

 $
 47.8

 Original principal senior debt

 (235.0
)

 (282.9
)

 (235.0
)

 (316.7
)

 Cash interest accrued

 (1.5
)

 (1.8
)

 (1.6
)

 (2.1
)

 Finance lease creditors

 (1.8
)

 (2.2
)

 (2.1
)

 (2.8
)

 Total

 (217.5
)

 $
 (261.9
)

 (203.3
)

 $
 (273.8
)

 Debt
Covenants

 Under
our debt facilities in place as of December 31, 2022, we are not subject to covenant testing on the Senior Secured Notes. We are, however,
subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our Super Senior Revolving
Credit Facility which requires the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test
date for the relevant period ending June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March
31, 2024 and thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated
senior secured net debt to consolidated pro forma EBITDA (defined as net 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
Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. Covenant testing at December 31,
2022 showed covenant compliance.

 There
were no breaches of the debt covenants in the periods ended December 31, 2022 or December 31, 2021.

 Liens
and Encumbrances

 As
of December 31, 2022, our senior bank debt was secured by the imposition of a fixed and floating charge in favor of the lender over all
the assets of the Company and certain of the Company's subsidiaries.

 Share
Repurchases

 The
Board of Directors has authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject
to repurchases being effected on or before May 10, 2025. Management has discretion as to whether to repurchase shares of the Company
and as of December 31, 2022, an aggregate of $10.5 million of our shares of common stock had been repurchased.

 Contractual
Obligations

 As
of December 31, 2022, our contractual obligations were as follows:

 Less than

 More than

 Contractual Obligations (in millions)

 Total

 1 year

 1-2 years

 3-5 years

 5 years

 Operating activities

 Interest on long term debt

 $
 77.9

 $
 22.2

 $
 44.6

 $
 11.1

 $
 -

 Financing activities

 Senior bank debt - principal repayment

 282.9

 -

 -

 282.9

 -

 Finance lease payments

 2.2

 1.0

 1.2

 -

 -

 Operating lease payments

 16.3

 3.9

 6.1

 2.8

 3.4

 Interest on non-utilization fees

 1.0

 0.3

 0.7

 -

 -

 Total

 $
 380.3

 $
 27.4

 $
 52.6

 $
 296.9

 $
 3.4

 Off-Balance
Sheet Arrangements

 As
of December 31, 2022, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by
the U.S. Securities and Exchange Commission.

 Critical
Accounting Policies and Accounting Estimates

 The
preparation of our audited consolidated financial statements in conformity with accounting principles generally accepted in the United
States ("U.S. GAAP") requires management to make estimates and assumptions. We exercise considerable judgment with respect
to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and
liabilities, our recognition of revenue and expenses, and our disclosure of commitments and contingencies at the date of the consolidated
financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety
of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions,
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions
with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe
that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee
that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results
could differ from such estimates.

 For
a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 "Nature
of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this report.

 Application
of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements
with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company
often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more
distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification
of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is
also required to determine the stand-alone selling price ("SSP") for each distinct performance obligation. In instances where
SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information
that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations
such as historical experience, knowledge of our business and industry and our current or expected selling practices.

recognition is also impacted by our ability to estimate variable consideration, including, for example, rebates, service-level penalties,
and other incentive payments. We consider various factors when making these judgments, including a review of specific transactions, historical
experience and market and economic conditions. Evaluations are conducted each quarter to assess the adequacy of the estimates.

 Other
significant judgments include determining whether the Company is acting as the principal or the agent in a transaction.

 The
Company recognized service and product revenues of $248.4 million and $33.2 million, respectively, for the year ended December 31,2022.
The Company's revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 "Nature
of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this report.

Impairment Assessment

 In
accordance with ASC 350, Intangibles—Goodwill and Other, we allocate goodwill to reporting units based on the reporting unit expected
to benefit from the business combination. We evaluate our reporting units on at least an annual basis and, if necessary, reassign goodwill
upon reorganization using a relative fair value allocation approach. We determined that we have five reporting units: Virtual Sports,
Interactive, Leisure, and two reporting units within our Gaming segment. As of December 31, 2022, total goodwill with the Virtual Sports,
Leisure, and two Gaming reporting units is $42.3 million, $1.7 million, $8.8 million, and $2.8 million, respectively. There is no remaining
goodwill within the Leisure reporting unit. Goodwill is tested for impairment at the reporting unit level (operating segment or one level
below an operating segment) annually on the last day of our fiscal period or between annual tests if an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances
could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or
disposition of a significant portion of a reporting unit.

is reviewed for impairment using either a qualitative assessment or a quantitative one-step process. If we perform a qualitative assessment
and determine that the fair value of a reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary.
For reporting units where we perform the quantitative test, we are required to compare the fair value of each reporting unit, which we
primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which
includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the
carrying value is higher than the fair value, we recognize an impairment charge for the amount by which the carrying value exceeds the
reporting unit's estimated fair value.

 Application
of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities
to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance
of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events
and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered
include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual
and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value
measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit's
fair value and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill
assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and
assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

 We
performed our annual goodwill impairment test as of December 31, 2022, 2021, and 2020 using a qualitative assessment for all of our reporting
units. Based on the results of our qualitative impairment assessments, we concluded that it is more likely than not that the fair values
of each of our reporting units substantially exceeded their respective carrying values and there were no reporting units requiring further
assessment.

the first quarter of 2020, as a result of the COVID-19 pandemic and all venues offering land-based gaming, including our products, were
closed for an indeterminate period of time in the jurisdictions in which we operate through governmental mandate, the Company concluded
these triggering events could indicate possible impairment of its goodwill in the Server Based Gaming ("SBG") and Acquired
Businesses ("ACB") reporting units. The Company performed a quantitative and qualitative impairment analysis and determined
that goodwill within the Acquired Businesses reporting unit was fully impaired. The Company performed an income approach on all reporting
units in order to reconcile the fair values of the aggregate reporting units to the Company's market capitalization, implying a
control premium ranging from 10.6% on a total invested capital basis (30 day prior average) to 18.5% on a total invested capital basis
(as of March 31, 2020). The Virtual Sports and Interactive reporting units had headroom significantly in excess of 100%, and no triggering
event occurred for these businesses. For the remaining two reporting units, there were triggering events and significant assumptions
existed in the impairment analyses. For the Server Based Gaming reporting unit, the headroom was 15% and therefore no impairment existed.
For the Acquired Businesses reporting unit, there was no headroom and a full impairment of $20.7M was recorded in the consolidated statement
of earnings (loss) for the year ended December 31, 2020 on a pre-tax basis.

 Significant
assumptions utilized in the impairment analyses for SPG were projected revenue, projected EBITDA margin, and discount rate.
Projected revenue based on a 6-year CAGR was.2% for SBG. A 1.0% decrease in the annual projected revenue growth rate would have
resulted in a reduction in headroom for SBG to 7.2%. A 1.0% decline in the projected EBITDA margin would have resulted in a
reduction in headroom for SBG to 4.4%. The discount rates utilized in the discounted cash flow analyses was 13.5% and a resulting.
A 1.0% increase in the discount rate for SBG would have resulted in an impairment implying a 1.0% Fair Value deficit to SBG's
carrying value. An increase in projected revenue or EBITDA margin growth or a decrease in discount rate would have increased the
headroom in SPG. Management utilized their best estimates in the SPG analysis,

 Significant
assumptions utilized in the analysis for ACB were: projected revenue, projected EBITDA margin, and discount rate. Projected revenue based
on a 6-year CAGR was 2.9% for ACB,. A 1.0% increase in the annual projected revenue growth would have resulted in a 9.7% decline in the
goodwill impairment recorded for ACB. A 1.0% increase in the projected EBITDA margin would have resulted in a 22.8% decline in the goodwill
impairment recorded for ACB. The discount rates utilized in the discounted cash flow analyses were 16.5%. A 1.0% decrease in the discount
rate for ACB would have resulted in a 9.7% decline in the goodwill impairment recorded to ACB. Given the full impairment of ACB, a decrease
in projected revenue or EBITDA margin or an increase in discount rate would have no change in the level of goodwill impairment taken.
Management utilized their best estimates in the ACB analysis,

regarding our 2020 impairment analyses can be found under the caption "Note 9 "Intangible Assets and Goodwill" in the
Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

 Long-lived
Assets and Finite-lived Intangible Assets

 We
evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value
of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances
indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the
amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow
approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant
judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also
make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe
our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions
(i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not,
an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market
conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge
that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a
pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset
of the group shall not reduce the carrying amount of that asset below its fair value.

the first quarter of 2020, as a result of the COVID-19 pandemic and all venues offering land-based gaming, including our products, were
closed for an indeterminate period of time in the jurisdictions in which we operate through governmental mandate, the Company concluded
these triggering events could indicate possible impairment of its long-lived tangible and intangible assets in the asset groups within
the Server Based Gaming and Acquired Businesses reporting units. The Company performed a quantitative and qualitative impairment analysis
and determined that all its asset groups within Server Based Gaming and Acquired businesses had a triggering event. As a result, the
Company performed a recoverability test and determined all asset groups were recoverable under the undiscounted cash flow recoverability
test other than Playnation, for which the intangible assets were fully impaired but tangible long-lived assets had no impairments.. As
such, step 2 was performed and resulted in a $1.3 million and $0.5 million impairment for customer relationships and trademarks intangible
assets, respectively, on a pre-tax basis and the Company recorded the total impacts of the impairments on its consolidated statement
of earnings (loss) for the year ended December 31, 2020. While evaluating the significance of and sensitizing various assumptions, Management
determined that there were no individual assumptions that, within a reasonable range, would have altered the asset group impairment results.

determined that there were no new indicators of impairment for the years ended December 31, 2022 and 2021 and the Company concluded that
there was no impairment of the Company's intangible and long-lived assets as of December 31, 2022 and 2021.

 Software Development Costs

 Software development costs represent
costs incurred to develop internal-use software, including software developed to deliver our cloud-based offerings to customers, as well
as external-use software to be used in the products we sell, lease or license to customers. Such costs primarily consist of salaries and
payroll related costs for employees and external contractors directly involved in the corresponding software development efforts. We determine
the appropriate guidance to apply to software development costs on a project-by-project basis, based on the nature of the underlying software.

 Certain direct costs incurred
to develop new internal-use software, as well as certain software enhancements that provide new functionality, are capitalized once the
project has been approved by management and is in the application development stage. Costs incurred in the preliminary planning stage
and the post implementation operational stage are expensed as incurred.

 Costs incurred in developing
external-use software are expensed as incurred until technological feasibility has been established, after which costs are capitalized
up to the date the software is available for general release to customers. Technological feasibility is established upon completion of
a detailed program design or, in its absence, upon completion of a working model.

 The Company must apply judgement
in determining the amount of software development costs that should be capitalized. Specifically, we must evaluate, on a project by project
basis, whether the resultant product or platform will be completed and generate ongoing economic benefits, principally through revenue
from our customers, which is subject to uncertainties.

 Once
the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are
amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There
is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors
such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades.
Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances
occur that could impact the recoverability of these assets

regarding our 2020 impairment analyses can be found under the caption "Note 9 "Intangible Assets and Goodwill" in the
Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Our
principal market risks are our exposure to changes in foreign currency exchange rates.

Rate Risk

 Following
the Company's refinancing of its debt in May 2021, the external borrowings of 235.0 million ($282.9 million) are provided
at a fixed rate. Therefore, movements in rates such as LIBOR do not impact on the current borrowings and the only fluctuation that is
expected to be reported will be that solely caused by movements in the exchange rates between the Company's functional currency
and its reporting currency.

Currency Exchange Rate Risk

 Our
operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number
of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated
in (i) currencies other than GBP, which is our functional currency, or (ii) the functional currencies of our subsidiaries, which is not
necessarily GBP. To estimate our foreign currency exchange rate risk, we identify material Euro and US Dollar trading and balance sheet
amounts and recalculate the result using a 10% movement in the GBP:US Dollar exchange rate. For the trading figures the 10% movement
is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the
exchange rate used at December 31, 2022.

 Excluding
intercompany balances, our Euro functional currency net assets total approximately $0.4 million, and our US Dollar functional currency
net assets total approximately $4.6 million. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of foreign
currency exchange rates against the US Dollar. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative
to GBP as of December 31, 2022, would result in favorable translation adjustments of approximately $0.0 million and $0.5 million, respectively,
recorded in other comprehensive loss.

 Included
within our trading results are earnings outside of our functional currency. Retained gains from Euro based entities earned in Euros and
retained losses from USD based entities earned in US Dollars in the twelve months ended December 31, 2022, were 13.4 million and
$12.3 million, respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of December
31, 2022, would result in translation adjustments of approximately $1.3 million favorable and $1.1 million unfavorable, respectively,
recorded in trading operations.

 The
majority of the Company's trading is in GBP, the functional currency, although the reporting currency of the Company is the US
Dollar. As such, changes in the GBP:USD exchange rate have an effect on the Company's results. A 10% weakening of GBP against the
US Dollar would change the trading operational results unfavorably by approximately $1.9 million and would result in unfavorable translation
adjustments of approximately $10.7 million, recorded in other comprehensive loss.

 For
further information regarding the new external borrowings, see Note 13 to the Consolidated Financial Statements, "Long Term and
Other Debt".

 ITEM
8. Financial Statements and Supplementary Data.

 AS
OF DECEMBER 31, 2022 AND 2021

 Page

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Consolidated Balance Sheets as of December 31, 2022 and 2021

 Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020

 Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2022, 2021 and 2020

 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Board of Directors of

 Inspired Entertainment, Inc. and Subsidiaries

 Opinion on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Inspired Entertainment, Inc. and Subsidiaries (the "Company")
as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss (income), stockholders'
equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States
of America.

 We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the Company's internal control over financial reporting as December 31, 2022 and have issued our report thereon dated March 16,
2023, except for the effect of the material weaknesses described in the last sentence of the fourth paragraph as well as the fifth, sixth,
seventh and eighth paragraphs, as to which the date is February 27, 2024, based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, which expressed an adverse
opinion on the effectiveness of the Company's internal control over financial reporting because of the existence of material weaknesses.

of Previously Issued Financial Statements

 As
discussed in Note 2 to the financial statements, the Company has restated its financial statements as of December 31, 2022 and 2021 and
for the years ended December 31, 2022, 2021 and 2020, to correct misstatements.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

of the Company's revenue contracts with customers include multiple promises (such as hardware, software and maintenance, among
others). The Company is required to evaluate whether each promise represents a performance obligation. The evaluation of whether promises
are both capable of being distinct in the context of a contract (and thus constitute performance obligations) can require significant
judgment and could change the amount of revenue recognized in a given period.

 We
identified the determination of performance obligations for contracts with higher contract values as a critical audit matter because
of the judgments and estimates management makes to evaluate such contracts and the impact of such judgments on the amount of revenue
recognized in a given period. This required a high degree of auditor judgment and an increased extent of testing.

 F- 2

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

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

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

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

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

 We
also performed the following procedures:

 Evaluated contract
 terms and conditions,

 Reviewed and assessed the
 methodology applied and tested the reliability and mathematical accuracy of the underlying data and calculations,

 Tested management's
 identification of performance obligations by evaluating whether the promises were both capable of being distinct and distinct within
 the context of the contract, including reading the selected contracts and inquiring of certain of the Company's accounting
 and operations personnel to understand the nature of the promises and how they are delivered to the customer and,

 Evaluated and concluded
 on the reasonableness of management's judgments and estimates.

 Reviewed specific contracts
 with third party customers to evaluate the contract terms associated with ASC 606 Revenue from Contracts with Customers, Agent vs.
 Principal literature.

 Capitalization
of Internally and Externally Developed Software

 The
Company classifies software development costs as either internal use software or external use software, any costs incurred during preliminary
project stages are expensed as incurred; direct costs incurred during the application development stages are capitalized; and costs incurred
during the post-implementation/operation stages are expensed. Once the software is placed in operation, the Company amortizes the capitalized
cost of the software over its economic useful life, which ranges from two to five years. During the year ended December 31, 2022, the
Company capitalized approximately $10,785,000 of software development costs after the restatement.

 We
identified the evaluation of the Company's capitalization of internal direct labor costs as a critical audit matter. There were
inherent challenges in obtaining an understanding of the structure of systems and processes used to capture the large volumes of internal
direct labor data. Furthermore, subjective judgement was required to evaluate the relevant data that was captured and aggregated, and
to assess the sufficiency of the audit evidence obtained.

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

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

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

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

 The configuration and change
 management controls for the reports that were used from the various systems to determine the amount of internal direct labor costs
 to capitalize.

 In
addition, we evaluated, on a sample basis, the Company's manual aggregation of information from various IT systems, to determine
the sufficiency of the audit evidence obtained, by performing the following:

 Inspected the
 capital project codes to assess that the nature of the activity is capitalized in accordance with U.S. generally accepted accounting
 principles,

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

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

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

 Evaluated the methodology
 used to determine the labor rates and comparing the cost types, dates incurred, and amounts of labor costs used to derive the labor
 rates to data from the source systems.

 Obtained underlying verification
 over the timing a project was placed in service,

 Interviewed executives
 with day-to-day job responsibilities that impact the development of software costs,

 Corroborated with human
 resource personal regarding employee job descriptions and day-to-day job responsibilities, and

 Judgmentally selected large
 projects at random to verify if any restatement adjustment should or should not apply.

represented a significant portion of the Company's total assets and the assessment of impairment involved significant management
judgment and subjectivity.

 The
assessment of goodwill impairment by management involves determining the reporting units and the fair value of the reporting units to
which goodwill has been allocated. This process requires the use of significant estimates and assumptions, including projected future
cash flows, growth rates, and discount rates. Given the inherent uncertainty involved in forecasting and the selection of discount rates,
this matter was identified as a critical audit matter due to the degree of auditor judgment involved in evaluating management's
assumptions and methodologies.

 The
primary procedures performed to address this critical audit matter included the following:

 Evaluated the
 reasonableness and consistency of the key assumptions and estimates made by management, including projected future cash flows and
 growth rates, by comparing them to historical data and external industry projections.

 Tested the sensitivity
 of the impairment assessment to changes in key assumptions and determined whether any reasonably likely changes could cause a significant
 impairment charge.

 Assessed the process and
 evaluated the identification of the reporting units.

 Involved valuation specialists
 to assist in the evaluation of the appropriateness of the discount rates applied by management, given the current market conditions
 and the specific risk profile of the reporting units.

 Assessed the adequacy of
 the Company's disclosures in relation to the goodwill impairment assessment, including the key assumptions and their potential
 impact on the financial statements.

 /s/
Marcum lip

 Marcum
 llp

 We have served as the Company's
auditor since 2016.

 New
York, NY

 March
16, 2023, except for the effects of the restatement as discussed in Note 2 to the consolidated financial statements, and the critical
audit matters related to the final bullet related to the accounting for Revenue Recognition, the final four bullets related to the Capitalization
of Internally and Externally Developed Software, and Goodwill, as to which the date is February 27, 2024.

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 (in
millions, except share data)

 2022, as restated

 2021, as restated

 Cash

 $
 25.0

 $
 47.8

 Accounts receivable, net

 40.4

 31.6

 Inventory, net

 30.3

 15.5

 Prepaid expenses and other current assets

 31.2

 29.2

 Total current assets

 126.9

 124.1

 Property and equipment, net

 45.1

 50.9

 Software development costs, net

 18.3

 19.6

 Other acquired intangible assets subject to amortization, net

 14.6

 17.4

 55.5

 62.2

 Operating lease right of use asset

 16.0

 19.9

 Costs of obtaining and fulfilling customer contracts, net

 7.0

 7.7

 Other assets

 3.8

 6.9

 Total assets

 $
 287.2

 $
 308.7

 Liabilities and Stockholders' Deficit

 Current liabilities

 $
 23.7

 $
 20.8

 29.0

 32.9

 10.1

 12.3

 Deferred revenue, current

 4.6

 6.7

 3.9

 4.4

 Other current liabilities

 2.6

 3.9

 Current portion of finance lease liabilities

 1.0

 0.9

 Total current liabilities

 74.9

 81.9

 Long-term debt

 277.6

 309.0

 Finance lease liabilities, net of current portion

 1.2

 1.9

 Deferred revenue, net of current portion

 2.8

 5.5

 12.3

 16.0

 4.0

 3.1

 Total liabilities

 372.8

 417.4

 Commitments and contingencies

 -

 -

 Stockholders' deficit

 Preferred stock; $ 0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and Dedember 31,
2021, respectively

 —

 —

 Common stock; $ 0.0001 par value; 49,000,000 shares authorized; 25,909,516 shares and 26,433,562 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

 —

 —

 Additional paid in capital

 378.2

 372.3

 Accumulated other comprehensive income

 50.8

 43.8

 Accumulated deficit

)

)

 Total stockholders' deficit

)

)

 Total liabilities and stockholders' deficit

 $
 287.2

 $
 308.7

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

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 (in
millions, except share and per share data)

 2022, as restated

 2021, as restated

 2020, as restated

 $
 248.4

 $
 180.2

 $
 176.6

 Product sales

 33.2

 25.6

 21.7

 281.6

 205.8

 198.3

 Cost of sales:

 Cost of service (1)

 ( 71.4
)

 ( 51.8
)

 ( 45.9
)

 ( 21.9
)

 ( 17.8
)

 ( 15.0
)

 ( 101.9
)

 ( 90.3
)

 ( 72.4
)

 ( 0.5
)

 ( 1.6
)

 ( 7.0
)

 ( 39.9
)

 ( 48.8
)

 ( 53.6
)

 Impairment of goodwill and other intangible assets

 —

 —

)

 Net operating income (loss)

 46.0

 ( 4.5
)

 ( 18.0
)

 Other expense

 ( 25.3
)

 ( 44.3
)

 ( 30.0
)

 —

 0.9

 ( 3.2
)

 Gain on disposal of business

 0.9

 —

 —

 Loss from equity method investee

 —

 —

 ( 0.5
)

 1.1

 5.7

 ( 4.7
)

 Total other expense, net

 ( 23.3
)

 ( 37.7
)

 ( 38.4
)

 Income (loss) before income taxes

 22.7

 ( 42.2
)

 ( 56.4
)

 Income tax (expense) benefit

 ( 2.1
)

 1.6

 ( 0.4
)

 Net income (loss)

 20.6

)

)

 Other comprehensive income (loss):

 Foreign currency translation gain (loss)

 12.7

 0.7

 ( 5.7
)

 —

 0.3

 ( 2.9
)

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

 0.7

 1.5

 1.5

 Actuarial (losses) gains on pension plan

 ( 6.4
)

 10.5

 ( 7.2
)

 7.0

 13.0

 ( 14.3
)

 Comprehensive income (loss)

 $
 27.6

 $
 ( 27.6
)

 $
 ( 71.1
)

 Net income (loss) per common share – basic

 $
 0.73

 $
 ( 1.66
)

 $
 ( 2.39
)

 Net income (loss) per common share – diluted

 $
 0.71

 $
 ( 1.66
)

 $
 ( 2.39
)

 Weighted average number of shares outstanding during the year – basic

 28,049,918

 24,402,461

 23,717,521

 Weighted average number of shares outstanding during the year – diluted

 29,092,855

 24,402,461

 23,717,521

 Supplemental disclosure of stock-based compensation expense

 Stock-based compensation included in:

 $
 ( 10.8
)

 $
 ( 13.0
)

 $
 ( 4.8
)

 (1)

 Excluding
 depreciation and amortization

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

 F- 5

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 (in
millions, except share data)

 Accumulated

 Additional

 other

 Total

 Common stock

 paid in

 comprehensive

 Accumulated

 stockholders'

 Shares

 Amount

 capital

 income

 Balance as of January 1, 2020, as restated

 22,230,768

 $
 —

 $
 320.6

 $
 45.1

 $
 ( 427.4
)

 $
 ( 61.7
)

 —

 —

 —

 ( 5.7
)

 —

 ( 5.7
)

 Actuarial losses on pension plan

 —

 —

 —

 ( 7.2
)

 —

 ( 7.2
)

 —

 —

 —

 ( 2.9
)

 —

 ( 2.9
)

 —

 —

 —

 1.5

 —

 1.5

 Shares issued in settlement of RSUs

 192,058

 —

 ( 0.7
)

 —

 —

 ( 0.7
)

 Shares issued under ESPP

 7,649

 —

 —

 —

 —

 —

 —

 —

 4.7

 —

 —

 4.7

 Net loss

 —

 —

 —

 —

)

)

 Balance as of December 31, 2020, as restated

 22,430,475

 —

 324.6

 30.8

 ( 484.2
)

 ( 128.8
)

 —

 —

 —

 0.7

 —

 0.7

 Actuarial gains on pension plan

 —

 —

 —

 10.5

 —

 10.5

 —

 —

 —

 0.3

 —

 0.3

 —

 —

 —

 1.5

 —

 1.5

 Shares issued in settlement of RSUs

 324,122

 —

 ( 6.4
)

 —

 —

 ( 6.4
)

 Shares issued upon exercise of warrants

 3,678,965

 —

 42.4

 —

 —

 42.4

 —

 —

 11.7

 —

 —

 11.7

 Net loss

 —

 —

 —

 —

)

)

 Balance as of December 31, 2021, as restated

 26,433,562

 —

 372.3

 43.8

)

)

 Balance

 26,433,562

 —

 372.3

 43.8

)

)

 —

 —

 —

 12.7

 —

 12.7

 Actuarial losses on pension plan

 —

 —

 —

 ( 6.4
)

 —

 ( 6.4
)

 —

 —

 —

 0.7

 —

 0.7

 Shares issued in settlement of RSUs

 543,294

 —

 ( 4.1
)

 —

 —

 ( 4.1
)

 Repurchases of common stock

 ( 1,067,340
)

 —

 —

 —

)

)

 —

 —

 10.0

 —

 —

 10.0

 Net income

 —

 —

 —

 —

 20.6

 20.6

 Net income(loss)

 —

 —

 —

 —

 20.6

 20.6

 Balance as of December 31, 2022, as restated

 $
 —

 $
 378.2

 $
 50.8

 $
)

 $
)

 Balance

 $
 —

 $
 378.2

 $
 50.8

 $
)

 $
)

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

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (in
millions)

 Year
 Ended

 31,

 2022,
 as restated

 Year
 Ended

 31,

 2021,
 as restated

 Year
 Ended

 31,

 2020,
 as restated

 Cash
 flows from operating activities:

 Net
 income (loss)

 $

 20.6

 $

)

 $

)

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

 and amortization

 39.9

 48.8

 53.6

 Amortization
 of right of use asset

 3.5

 4.5

 4.5

 Profit
 on disposal of trade and assets

 ( 0.9

)

 —

 —

 Stock-based
 compensation expense

 10.8

 13.0

 4.8

 Loss from equity method investee

 —

 —

 0.5

 Impairment
 of goodwill and other intangible assets

 —

 —

 22.4

 Unrealized
 transactional currency gain/loss on senior bank debt

 —

 ( 4.7

)

 5.6

 Change
 in fair value of warrant liability

 —

 ( 0.9

)

 3.2

 Reclassification
 of loss on hedging instrument to comprehensive income

 0.7

 1.5

 0.9

 Non-cash
 interest expense relating to senior debt

 1.8

 17.2

 3.4

 Contract
 cost expense

 ( 7.2

)

 ( 6.3

)

 ( 7.6

)

 in assets and liabilities:

 receivable

 ( 12.1

)

 ( 4.7

)

 ( 2.8

)

 ( 16.7

)

 3.2

 1.4

 Prepaid
 expenses and other assets

 ( 4.3

)

 ( 12.4

)

 10.7

 tax and other current taxes payable

 ( 6.1

)

 ( 9.7

)

 6.8

 payable

 5.1

 2.8

 ( 4.7

)

 revenues and customer prepayment

 ( 4.4

)

 ( 5.9

)

 ( 4.9

)

 Accrued
 expenses

 0.7

 1.0

 11.1

 lease liabilities

 ( 3.7

)

 ( 4.0

)

 ( 3.7

)

 Other
 long-term liabilities

 ( 3.0

)

 ( 0.4

)

 ( 0.6

)

 Net
 cash provided by operating activities

 24.7

 2.4

 47.8

 Cash
 flows from investing activities:

 Purchases
 of property and equipment

 ( 22.2

)

 ( 11.3

)

 ( 15.3

)

 Acquisition
 of subsidiary company assets

 ( 0.6

)

 ( 12.4

)

 —

 Disposal
 of trade and assets

 1.3

 —

 —

 Purchases
 of capital software

 ( 11.1

)

 ( 8.7

)

 ( 8.4

)

 Net
 cash used in investing activities

 ( 32.6

)

 ( 32.4

)

 ( 23.7

)

 Cash
 flows from financing activities:

 Proceeds
 from issuance of long-term debt

 —

 333.1

 —

 Repurchase
 of common stock

)

 —

 —

 Proceeds
 from exercise of warrants

 —

 30.5

 —

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

 —

 ( 320.6

)

 ( 4.2

)

 Payment
 of debt issuance costs

 —

 ( 9.1

)

 ( 3.1

)

 Cash
 paid in connection with terminated interest rate swaps

 —

 ( 2.1

)

 —

 Repayments
 of finance leases

 ( 0.6

)

 ( 0.6

)

 ( 0.9

)

 Net
 cash (used in) provided by financing activities

 ( 11.0

)

 31.2

 ( 8.2

)

 Effect
 of exchange rate changes on cash

 ( 3.9

)

 ( 0.5

)

 2.1

 Net
 increase in cash

 ( 22.8

)

 0.7

 18.0

 Cash,
 beginning of period

 47.8

 47.1

 29.1

 Cash,
 end of period

 $

 25.0

 $

 47.8

 $

 47.1

 Supplemental
 cash flow disclosures

 Cash
 paid during the period for interest

 $

 23.0

 $

 30.8

 $

 13.3

 Cash
 paid during the period for income taxes

 $

 —

 $

 1.2

 $

 0.2

 Cash
 paid during the period for operating leases

 $

 7.8

 $

 6.6

 $

 4.6

 Supplemental
 disclosure of noncash investing and financing activities

 Additional
 paid in capital from net settlement of RSUs

 $

 ( 4.1

)

 $

 ( 6.4

)

 $

 ( 0.7

)

 Lease
 liabilities arising from obtaining right of use assets

 $

 ( 1.8

)

 $

 —

 $

 ( 10.2

)

 Adjustment
 to customer relationships intangible asset arising from adjustment to fair value of assets acquired

 $

 ( 0.9

)

 $

 —

 $

 —

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

 $

 —

 $

 —

 $

 ( 0.2

)

 and equipment acquired through finance lease

 $

 —

 $

 2.6

 $

 1.5

 and equipment transferred to inventory

 $

 0.8

 $

 1.3

 $

 —

 Capitalized
 interest payments

 $

 —

 $

 —

 $

 10.6

 arising from asset retirement obligations

 $

 —

 $

 —

 $

 1.0

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

 F- 7

 NOTES

 AS

 1. Nature of Operations, Management's Plans and Summary of Significant Accounting Policies, as restated

 Company
Description and Nature of Operations

 We
are a global gaming technology company, supplying content, platform, gaming terminals and other products and services to online and land-based
regulated lottery, betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business
basis. We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range
of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party
networks. Our content and other products can be found through the consumer-facing portals of our interactive customers and, through our
land-based customers, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure
parks.

Liquidity Plans

 As
of December 31, 2022, the Company's cash on hand was $ 25.0 million, and the Company had working capital in addition to cash of
$ 27.0 million. The Company recorded net income of $ 20.6 million and net losses of $ 40.6 million and $ 56.8 million for the year ended
December 31, 2022, 2021 and 2020, respectively. Net income/losses include excess capital expenditure, excluding the acquisition of subsidiary
assets, over depreciation and amortization, of $ 6.6 million for the year ended December 31, 2022, and excess depreciation and amortization
over capital expenditure, excluding the acquisition of subsidiary assets, of $ 28.8 million and $ 29.9 million for the year ended December
31, 2021 and 2020, respectively, non-cash stock-based compensation of $ 10.8 million, $ 13.0 million and $ 4.8 million for the year ended
December 31, 2022, 2021 and 2020, respectively, and non-cash changes in fair value of warrant liability of $ 0.0 million, $ 0.9 million
gain and $ 3.2 million losses for the year ended December 31, 2022, 2021, and 2020, respectively. In addition, during the year ended December
31, 2020, the Company recognized an impairment of goodwill and other intangible assets relating to the Leisure segment of $ 22.4 million.
Historically, the Company has generally had positive cash flows from operating activities and has relied on a combination of cash flows
provided by operations and the incurrence of debt and/or the refinancing of existing debt to fund its obligations. Cash flows provided
by operations amounted to $ 24.7 million, $ 2.4 million and $ 47.8 million for the year ended December 31, 2022, 2021 and 2020 respectively,
with the change year on year due to land based operations being subject to lockdown restrictions for part of the year ended December
31, 2021. Working capital of $ 52.0 million includes a non-cash settled item of $ 4.6 million of deferred income. Management currently
believes that, absent any long-term coronavirus ("COVID-19") impact (see below), the Company's cash balances on hand,
cash flows expected to be generated from operations, ability to control and defer capital projects and amounts available from the Company's
external borrowings will be sufficient to fund the Company's net cash requirements through March 2024.

 There
have been no COVID-19 restrictions in the United Kingdom since July 2021 and social distancing measures throughout Greece and Italy are
no longer in force as of the second quarter of 2022.

 F- 8

 NOTES

 AS

 Basis
of Presentation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP").

 Principles
of Consolidation

 All
monetary values set forth in these consolidated financial statements are in US Dollars ("USD") unless otherwise stated herein.
The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.

Currency Translation

 For
most of our operations, the British pound ("GBP") is our functional currency. Our reporting currency is the USD. We also
have operations where the local currency is the functional currency, including our operations in mainland Europe and North America. Assets
and liabilities of foreign operations are translated at period-end rates of exchange, equity is translated at historical rates of exchange
and results of operations are translated at the average rates of exchange for the period. Gains or losses resulting from translating
the foreign currency financial statements are recorded as a separate component of accumulated other comprehensive income in stockholders'
deficit. Gains or losses resulting from foreign currency transactions are included in Selling, general and administrative expenses, Interest
expense, net and Other finance (expense) income in the Consolidated Statement of Operations and Comprehensive Income (Loss).

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates
these estimates, including those related to the revenue recognition for contracts involving software and non-software elements, allowance
for doubtful accounts, inventory reserve for net realizable value, currency swaps, valuation of hedging activities, goodwill and intangible
assets, useful lives of long-lived assets, stock-based compensation, valuation allowances on deferred taxes, warrant liability, pension
liability, commitments and contingencies and litigation, among others. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances. We regularly evaluate these significant factors
and make adjustments when facts and circumstances dictate. Actual results may differ from these estimates.

 F- 9

 NOTES

 AS

 Cash

 We
deposit cash with financial institutions that management believes are of high credit quality. Substantially all of the Company's
cash is held outside of the U.S. Included within the cash balance of $ 25.0 million is $ 2.5 million of cash floats held on site at holiday
parks.

Receivable

receivable are recorded at the invoiced amount and do not bear interest. Our standard credit terms are net 30 to 60 days. The allowance
for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. Changes in circumstances
relating to the collectability of accounts receivable may result in the need to increase or decrease our allowance for doubtful accounts
in the future. We determine the allowance based on historical experience, current market trends, and our customers' financial condition.
We continually review our allowance for doubtful accounts. Past due balances and other higher risk amounts are reviewed individually
for collectability. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential
for recovery is considered remote.

 Under
certain contracts, the timing of our invoices does not coincide with revenue recognized under the contract. We have unbilled accounts
receivable which represent revenue recorded in excess of amounts invoiced under the contract and generally become billable at contractually
specified dates. These amounts consist primarily of revenue from our share of net winnings earned on a daily basis where the billing
period does not fall on the last day of the period. We had $ 18.0 million and $ 17.4 million of unbilled accounts receivable as of December
31, 2022 and December 31, 2021, respectively.

 Inventories

 Inventories
consist primarily of component parts and related parts used in gaming terminals. Inventories are stated at the lower of cost or net realizable
value, using the first-in-first-out method. We determine the lower of cost or net realizable value of our inventory based on estimates
of potentially excess or obsolete inventories after considering historical and forecasted demand and average selling prices. Demand for
gaming terminals and parts inventory is also subject to technological obsolescence. Cost includes all direct costs and an appropriate
proportion of fixed and variable overheads.

and Equipment

and equipment are recorded at cost, and when placed into service, depreciated and amortized to their residual values using the straight-line
method over the estimated useful lives of the related assets as follows:

of Property and Equipment Estimated Useful Lives

 Leasehold property

 Shorter of the useful life or the life of the lease

 Server based gaming terminals

 2 – 7 years

 Plant and machinery and fixtures and fittings

 3 – 10 years

 Computer equipment

 3 – 5 years

 Our
policy is to periodically review the estimated useful lives of our fixed assets. We also assess the recoverability of long-lived assets
(or asset groups) whenever events or changes in circumstances indicate that the carrying amount of such an asset (or asset groups) may
not be recoverable.

 Repairs
and maintenance costs are expensed as incurred. Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation
are written off and any resulting gain or loss is credited or charged to income.

 F- 10

 NOTES

 AS

 Software
Development Costs

 Research
and development costs, which primarily consist of employee compensation costs and exclude costs relating to non-project time, leave and
absence, are expensed as incurred, except for software product development costs that are eligible for capitalization, as described below.
Total research and development costs amounted to $ 18.3 million, $ 13.8 million and $ 15.1 million in the years ended December 31, 2022,
2021 and 2020, respectively. Software development costs amounting to $ 6.9 million, $ 5.9 million and $ 5.2 million were capitalized during
the year ended December 31, 2022, 2021 and 2020, respectively. In addition, amounts relating to Costs of obtaining and fulfilling customer
contracts, net of $ 2.9 million, $ 1.7 million and $ 2.6 million were capitalized during the year ended December 31, 2022, 2021 and 2020,
respectively. We expensed $ 8.5 million, $ 6.2 million and $ 7.3 million during the year ended December 31, 2022, 2021 and 2020, respectively
as they related to maintenance, research or support costs. Employee related costs associated with these activities are included in Selling,
general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income (Loss).

 We
capitalize certain eligible costs incurred to develop internal-use software as well as external use software to be used in the products
we sell, lease or market to customers. We account for costs incurred to develop internal use software, including software developed to
deliver our cloud-based offerings to customers, in accordance with Accounting Standards Codification ("ASC") 350-40, Internal
Use Software. Consequently, certain direct costs incurred during the application development stages are capitalized while all other related
costs are expensed as incurred. Once the software is substantially complete and ready for its intended use, we amortize the capitalized
internal use software costs over their estimated economic useful life, which ranges from two to five years. Amortization of such costs
is included in Depreciation and amortization in the Consolidated Statement of Operations and Comprehensive Income (Loss).

 We
purchase, license and incur costs to develop external use software to be used in the products we sell, lease or license to customers.
Such costs are capitalized under ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed. Costs incurred in developing such software
are expensed when incurred as research and development costs until technological feasibility has been established, after which costs
are capitalized up to the date the software is available for general release to customers. We capitalize the payments made for software
that we purchase or license for use in our products that has previously met the technological feasibility criteria prior to our purchase
or license. Once available for general release, capitalized external use software development costs are amortized over the estimated
economic life, which ranges from two to five years. Amortization of such costs is included in Depreciation and amortization in the Consolidated
Statement of Operations and Comprehensive Income (Loss).

and Other Acquired Intangible Assets

 Our
principal acquired intangible assets relate to goodwill, trademarks and customer relationships. Goodwill represents the excess purchase
price over the fair value of the identifiable net assets acquired in a business combination. Trademarks and customer relationships were
originally recorded at their fair values in connection with business combinations and increased in 2021 due to the acquisition of 100 %
of the membership interests of Sportech Lotteries, LLC (see Note 3).

and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
Intangible assets with finite lives are amortized on a straight-line basis over three to thirteen years to their estimated residual values
and reviewed for impairment. Factors considered when assigning useful lives include legal, regulatory and contractual provisions, product
obsolescence, demand, competition and other economic factors.

 Impairment
of Goodwill and Long-Lived Assets

 We
test for goodwill impairment at least annually on the last day of our fiscal period, and whenever other facts and circumstances indicate
that the carrying value may not be recoverable. For goodwill impairment evaluations, we first make a qualitative assessment to determine
if goodwill is likely to be impaired. If it is more-likely-than-not that a reporting unit's fair value is less than its carrying
value, we then compare the fair value of the reporting unit to its respective carrying amount. Goodwill is carried, and therefore tested,
at the reporting unit level. As of December 31, 2022 we have five reporting units, Virtual Sports, Interactive, Leisure, and two reporting
units within our Gaming segment. If the fair value of the reporting unit is less than its carrying amount, the amount of the impairment
loss, if any, will be measured by comparing the implied fair value of goodwill to its carrying amount and would be charged to operations
as an impairment loss. During the first quarter of 2020, due to the COVID-19 pandemic, the Company performed a qualitative and quantitative
impairment analysis and subsequently recorded an impairment of $ 20.5
 million to goodwill. As of December 31, 2022,
2021, and 2020 management determined there were no new indicators of impairment and concluded that no further impairment was required
at any of these dates.

 We
assess the recoverability of long-lived assets and intangible assets with finite useful lives whenever events arise or circumstances
change that indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets (or asset groups) to
be held and used is measured by a comparison of the carrying amount of the asset (or asset group) to the expected net future undiscounted
cash flows to be generated by that asset (or asset group) or, for identifiable intangibles with finite useful lives, by determining whether
the amortization of the intangible asset balance over its remaining life can be recovered through expected net future undiscounted cash
flows. The amount of impairment of other long-lived assets and intangible assets with finite lives is measured by the amount by which
the carrying amount of the asset exceeds the fair market value of the asset. During the first quarter of 2020, due to the COVID-19 pandemic,
the Company determined the conditions of the pandemic could indicate possible impairment of its intangible assets and performed a qualitative
and quantitative analysis. The Company determined that customer relationships and trademarks intangible assets within its Playnation
asset group were fully impaired. As a result, an impairment of $ 1.3 million and $ 0.5 million was recorded to customer relationships and
trademarks intangible assets, respectively. No additional impairment loss was recognized for the years ended December 31, 2022, and 2021.
Refer to Note 9, "Intangible Assets and Goodwill" for more information.

 F- 11

 NOTES

 AS

 Equity
Method Investment

 For
investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation,
the Company uses the equity method of accounting. On October 1, 2019, the Company acquired a 40 % noncontrolling interest in Innov8 Gaming
Limited in connection with the Acquisition (see Note 3), and in April 2020 this interest was disposed of. The value of the Company's
equity method investment was $ 0.7 million as of December 31, 2019, and was impaired to $Nil in March 2020 prior to disposal. The Company's
share of earnings from its equity method investee, including the impairment, is presented in Loss from equity method investee in the
Consolidated Statement of Operations and Comprehensive Income (Loss).

 The
Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying
amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its
estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary. Since April 2020, the
Company has had no equity method investments and has therefore recognized no impairments.

Revenue and Deferred Cost of Sales

revenue arises from the timing differences between the shipment or installation of gaming terminals and systems products and the satisfaction
of all revenue recognition criteria consistent with our revenue recognition policy, as well as prepayment of contracts which are recognized
ratably over a service period, such as maintenance or licensing fees. Deferred cost of sales, recorded as prepaid expenses and other
assets, consists of the direct costs associated with the manufacture of gaming equipment and systems products for which revenue has been
deferred. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred
revenue in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date
are classified as deferred revenue, net of current portion.

 Debt
Issuance Costs

 Debt
issuance costs incurred in connection with the Company's debt are capitalized and amortized as interest expense over the term of
the related debt. The Company presents debt issuance costs as a reduction from the carrying amount of debt. Only costs that are wholly
attributable to obtaining the related debt finance are treated as debt issuance costs. Any other costs are expensed to the Consolidated
Statement of Operations and Comprehensive Income (Loss) as part of Acquisition and integration related transaction expenses.

 Value
Added Tax

 The
Company is subject to Value Added Tax ("VAT") in some locations. The amount of VAT liability is determined by applying the
applicable tax rate to the invoiced amount of goods and services sold less VAT paid on purchases made with the relevant supporting invoices.
VAT is collected from customers by the Company on behalf of the tax authorities and is therefore not charged to the Consolidated Statement
of Operations and Comprehensive Income (Loss).

 Common
Stock Purchase Warrants and Derivative Financial Instruments

 The
Company reviews any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date
and classifies them on the consolidated balance sheet as:

 a)

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

 b)

 or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs
 and if that event is outside the Company's control), or (ii) give the counterparty a choice of net-cash settlement or settlement
 in shares (full physical settlement or net-share settlement).

 F- 12

 NOTES

 AS

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

the year ending December 31, 2021, (i) an aggregate of 2,651,129 shares of common stock were issued pursuant to the exercise of 5,302,258
Public Warrants and (ii) an aggregate of 1,027,836 shares of common stock were issued pursuant to the exercise (on a cashless basis)
of 9,049,230 Private Warrants. There were no warrants outstanding as of December 31, 2021 or December 31, 2022.

 At
December 31, 2020, the Company considered that the warrants did not meet the criteria for equity classification and must be recorded
as liabilities. As the warrants met the definition of a derivative as contemplated in ASC 815, the warrants were measured at fair value
at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in
the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period of change.

 From
time to time we enter into foreign currency forward contracts to mitigate the risk associated with cash payments required to be made
in non-functional currencies or to mitigate the risk associated with cash to be received in non-functional currencies.

 Accounting
Policy for Derivative Instruments and Hedging Activities

 FASB
ASC 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities
with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative
instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial performance, and cash flows. Further, qualitative disclosures
are required that explain the Company's objectives and strategies for using derivatives, as well as quantitative disclosures about
the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative
instruments.

 As
required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value
of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging
relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment
attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying
as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash
flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.
Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition
of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the
earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are
intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge
accounting.

 In
accordance with the FASB's fair value measurement guidance in ASU 2011-04, "Fair Value Measurements," the Company made
an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements
on a net basis by counterparty portfolio.

Recognition

 The
Company evaluates the recognition of revenue and rental income based on the criteria set forth in ASC 606 or ASC 842, as appropriate.
Revenue is recognized net of rebates and discounts when control of the promised goods or services is transferred to customers, in an
amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 Under
ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods
and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised
goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive
in exchange for goods or services. Under the standard, a contract's transaction price is allocated to each distinct performance
obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company
performs the following five steps:

 1.

 identify
 the contracts with a customer;

 2.

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

 F- 13

 NOTES

 AS

 3.

 determine
 the transaction price;

 4.

 allocate
 the transaction price to the performance obligations in the contract; and

 5.

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

 Step
1 – Identify the contract

 The
Company identifies contracts with its customers when all parties have approved the contract and are committed to perform their respective
obligations, when each party's rights and the payment terms regarding the goods or services to be transferred can be identified.
The contract must also have commercial substance, and it must be probable that the Company will collect the consideration to which it
will be entitled.

 Contracts
entered into at or near the same time with the same customer or related parties of the customer are accounted for as one contract if
any of the following criteria are met:

 a.

 Contracts
 were negotiated as a single commercial package (including whether a contract would be loss-making without taking into account the
 consideration received under another contract)

 b.

 Consideration
 in one contract depends on the other contract

 c.

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

 Step
2 – Identify performance obligations

 Performance
obligations are identified by considering whether a good or service is distinct. The Company considers a good or service to be distinct
only when the customer can benefit from it either on its own or together with other resources that are readily available, and when the
promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

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

 a.

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

 b.

 The
 same method would be used to measure progress toward complete satisfaction of the performance obligation to transfer each distinct
 good or service in the series to the customer.

 Step
3 – Determine the transaction price

 The
Company considers all amounts to which it has rights in exchange for the goods or services transferred in determining the transaction
price. This includes fixed and variable consideration. If the consideration promised by a customer includes a variable amount, we estimate
the amount to which we expect to be entitled using either the expected value or most likely amount method.

 In
the case where the variable consideration is in the form of usage based fees, the Company evaluates the royalties to determine whether
they qualify for the sales and usage-based royalty exception, as discussed under Step 5.

.
The Company also considers the impact of any liquidated damages clauses or service level agreements that could result in credits or refunds
to the client or incentive payments/bonuses from the customer upon achieving certain agreed-upon metrics. Incentive payments are accounted
for as variable considerations when the likely amount of revenue to be recognized can be estimated to the extent that it is probable
that a significant reversal of any incremental revenue will not occur.

 Where
variable considerations relates to a performance obligation determined to be a series, variable consideration is not estimated upfront
in accordance with the exception allowed by ASC 606.

 The
Company's contracts with customers generally do not include non-cash consideration.

 In
determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money
if the payment terms are not standard and the timing of payments agreed to by the parties to the contract provide the customer or the
Company with a significant benefit of financing, in which case the contract contains a significant financing component. In accordance
with the practical expedient in ASC 606-10-32-18, the Company elected to not assess the existence of a significant financing component
when the difference between payment and transfer of deliverables is a year or less. Invoices are generally issued as control transfers
and/or as services are rendered. Our standard payment terms dictate that payment is due upon receipt of invoice, payable within 30 to
60 days.

 Sales
taxes and all other items of a similar nature are excluded from the measurement of the transaction price and shipping and handling activities
are treated as a fulfillment of our promise to transfer the goods, hence, included in cost of sales.

 F- 14

 NOTES

 AS

 Step
4 – Allocate the transaction price

 The
Company allocates the contract's transaction price to each performance obligation based on the relative standalone selling prices
of the goods or services being provided. Where a contract includes multiple performance obligations, the Company determines the standalone
selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocates
the transaction price in proportion to those standalone selling prices. Where possible, the Company uses the price charged for the good
or service to other customers in similar circumstances as evidence of standalone selling price. Where this is not possible, the standalone
selling price is estimated by experienced management using the best available judgement considering multiple factors including, but not
limited to, overall market conditions, including geographic or regional specific factors, competitive positioning, competitor actions,
internal costs, profit objectives, and pricing practices.

 With
respect to performance obligations that are considered to be a series, where appropriate and where the required criteria are met, variable
consideration is allocated entirely to a distinct good or service that is part of a series.

 Step
5 – Recognize revenue

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

 a.

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

 b.

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

 c.

 The
 Company's performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right
 to payment for performance completed to date

for the Company's remaining performance obligations that do not meet one of the above criteria is recognized at the point at which
the customer obtains control of the good or service.

 The
Company assesses usage-based fees it receives as consideration in contracts that contain licenses of its intellectual property to determine
if such fees constitute a sales- or usage-based royalty, in which case the usage-based fee is included in the contract's transaction
price as and when the usage occurs, since by that time our licensing obligations have been (or are in process of being) fulfilled.

 Acting
as a Principal or an Agent

 The Company now evaluates arrangements where they may be acting as a principal
or an agent. We
may include subcontractor services or third-party vendor services or products in certain arrangements. In these arrangements, revenue
from sales of third-party vendor services or products are recorded net of our costs when we are acting as an agent between the customer
and the vendor, and gross when we are the principal for the transaction. To determine whether we are an agent or principal, we consider
whether we obtain control of the services or products before they are transferred to the customer. In making this evaluation, several
factors are considered, most notably whether we have primary responsibility for fulfillment to the customer, as well as inventory risk
and pricing discretion.

 Segment Revenue

 The Company now has detailed
evaluation of segment specific revenue recognition requirements under ASC 606 or ASC 842, as appropriate.

contracts typically include multiple performance obligations such as delivery of our gaming terminals preloaded with proprietary gaming
software, sever-based content, as well as services such as terminal repairs, maintenance, software updates and upgrades on an when and
if available basis and content development. Consideration with respect to these performance obligations typically takes the form of a
fixed price per terminal billed upfront and a usage based fee in the form of percentage of net winnings, billed in arrears (usually monthly).

 Transaction
price is allocated to all performance obligations within a contract on the basis of their standalone selling prices. Terminal revenue
is recognized at the point in time in accordance with contractual terms of each arrangement, but predominantly upon transfer of physical
possession of the terminal or the lapse of customer acceptance provisions. Services such as terminal repairs, maintenance, software updates
and upgrades and content development are considered stand-ready obligations; therefore, control transfers and revenue is recognized over
time over the term of the service period. As the license of our intellectual property is the predominant item to which the royalty relates,
variable consideration related to sales- and usage-based royalty are recognized in the period the sale or usage occurs in accordance
with ASC 606-10-55-65(A).

 The
Company also enters into arrangements that provide the customer with the right to use the terminals, wherein the Company operate as both
a lessor and a content and service provider. ASC 842 provides a practical expedient that permits lessors to aggregate non-lease components
(sever-based content, terminal repairs, maintenance, software updates and upgrades and content development) and the associated lease
components (terminals) if certain conditions are met and account for the combined unit of accounting under either ASC 606 or ASC 842,
based on the predominant characteristic in the arrangement. In contracts where we provide content and services that are identified as
non-lease components as well as underlying assets that are identified as lease components and the lease is an operating lease, the content
and service provided to the customer represents the most critical element of the arrangement. The Company has elected to combine the
non-lease component and the lease component and account for the entire arrangement under ASC 606 based on the consideration that the
content and service offering is the predominant and critical element of the contract.

 F- 15

 NOTES

 AS

Sports Revenue

 In
Virtual Sports, the Company packages products and services in two ways:

 An on-premise solution which consists of a complex software
and networking package delivered to retail betting outlets that may install and run the solution in their own environment without connection
to Inspired's platform; and

 A hosted solution capable of fulfilling the product delivery
needs of the Company's customers which includes the proprietary Virtual Plug and Play end to end online and mobile turnkey solutions
and a cloud-based solution that requires an XML sportsbook integration that is fully hosted and operated by Inspired.

 For
the on-premise solution, contracts typically include multiple performance obligations such as delivery of the software license, games
and the content in addition to certain services such as software maintenance, support, updates, upgrades on an when and if available
basis and content development. Consideration with respect to these performance obligations typically takes the form of a percentage of
net winnings billed in arrears (usually monthly). As the license of intellectual property is the predominant item to which the royalty
relates, the sales- and usage-based royalty is recognized in the period the sale or usage occurs in accordance with ASC 606-10-55-65(A).
Services such as software maintenance, support, updates, upgrades on an when and if available basis and content development are considered
stand-ready obligations; therefore, control transfers and revenue is recognized over time over the term of the service period.

 Occasionally,
customer arrangements also may include licenses for which the Company bills an upfront fixed fee. Revenue from such licenses is recognized
at the point in time the customer obtains the right to use the license. Upfront fees are normally billed upon
signing of the relevant agreement, and become due and payable at set times thereafter.

 The
Company also enters into arrangements to develop bespoke games on a fixed fee basis. The license to bespoke games is recognized at a
point in time the customer obtains the right to use the license or when acceptance is obtained, in instances where acceptance is required.
The Company has no ongoing service obligations subsequent to customer acceptance of the bespoke game, and they meet the criteria to be
considered distinct. Payment for bespoke games is typically due within a number of days after delivery.

 For
the hosted solution, the Company provides daily access to the gaming platform as well as a stand ready obligation to deliver customer
support, platform maintenance, updates and upgrades. Such arrangements are accounted for as a single performance obligation composed
of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service).
Consideration with respect to these arrangements typically takes the form of usage based fees (percentage of net winnings) which is recognized
as usage is incurred. These fees are billed in arrears (usually monthly) and due typically 30 days from the date of the invoice.

revenue is generated from various games content made available via third party aggregation platforms integrated with Inspired's
remote gaming server or directly on the Company's remote gaming servers platform, and services such as customer support, platform
maintenance, updates and upgrades. The Company provides daily access to these platforms as well as a stand ready obligation to deliver
customer support, platform maintenance, updates and upgrades, as such arrangements are accounted for as a single performance obligation
composed of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days
of service). Consideration with respect to these performance obligations typically takes the form of usage based fees (percentage of
net win) which is recognized as usage is incurred. These fees are billed in arrears (usually monthly) and due typically 30 days from
the date of the invoice.

 The
Company jointly operate arcades within holiday resorts with the resort owners. The Company also wholly operates a number of gaming arcades
within certain motorway service stations. The Leisure segment contract typically include one stand-ready performance obligation to provide
managed services to pubs, holiday resorts and amusement arcades, both standalone and within motorway service stations. Managed service
is an end-to-end management solution to provide a comprehensive range of gaming machine terminals, amusement machine terminals, and service
of operating amusements over a term, as well as service obligations related to terminal repairs, content and maintenance, cash collections,
personnel and other services. Consideration with respect to these performance obligations typically takes the form of usage based fees
(percentage of net win) which is recognized as usage is incurred, with adjustments to account for the movement of income uncollected
in the specific period. These fees are billed in arrears (usually monthly) and due typically 30 days from the date of the invoice.

 The
Company also provides terminal maintenance and spares management services to third parties, including customers. Consideration with respect
to this stand-ready performance obligation takes the form of either variable fees based on number of machines being serviced during a
period or fixed fees per time period. These fees are billed in arrears and typically settled within 30 days. Revenue is recognized over
time over the term of the service period.

 Costs
to Obtain or Fulfill a Contract

 The
Company now capitalizes certain contract acquisition costs that are incremental to obtaining a contract with a customer, to the
extent that such costs are recoverable from the associated contract margin. Capitalized contract acquisition costs primarily consist
of certain sales commissions programs paid to internal sales personnel and external advisors.

 The
Company also capitalizes certain costs to fulfill a contract with a customer when the costs relate directly to the contract, are expected
to generate resources that will be used to satisfy a future performance obligation under the contract and are expected to be recovered
through revenue generated under the contract. These costs primarily consist of employee-related costs for time incurred on software development
projects associated with customer contracts.

 Capitalized
contract acquisition costs and costs to fulfill a contract are amortized on a systematics basis over the expected period of benefit which
ranges from 0 to 3 years based on the contract term and pattern of transfer of the underlying goods and/or services being provided to
the customer.

 Capitalized
costs to obtain and fulfill contracts with customers are included in Costs of obtaining and fulfilling customer contracts, net, in the
Consolidated Balance Sheets and amortization of such costs is included in Depreciation and amortization in the Consolidated Statement
of Operations and Comprehensive Income (Loss).

 F- 16

 NOTES

 AS

 Disaggregation
of revenue

on disaggregation of revenue is included in Note 28, "Segment Reporting and Geographic Information."

 Shipping
and Handling Costs

 Shipping
and handling costs for products sales and terminals related to subscription services are included in cost of sales, excluding depreciation
and amortization for all periods presented.

 Share-Based
Payment Arrangements

 The
Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC
718"). ASC 718 requires generally that all equity awards be accounted for at their "fair value." This fair value is
measured on the grant date for stock-settled awards. Fair value is equal to the underlying value of the stock for "full-value"
awards such as restricted stock and restricted stock units that have time and performance vesting conditions, restricted stock and restricted
stock units that have market conditions are valued using a Monte Carlo simulation model.

 Costs
equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to
vest, or in the period of grant for awards that vest immediately and have no future service condition. The Company accounts for forfeitures
as they occur. For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions
are not satisfied and the award is forfeited.

 Subsequent
modifications to outstanding awards result in incremental cost if the fair value is increased as a result of the modification. The incremental
cost is charged over the estimated derived service period.

Taxes

taxes are accounted for under the asset and liability method. Our provision for income taxes is principally based on current period income
(loss), changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. We estimate current
tax expense and assess temporary differences resulting from differing treatments of items for tax and accounting purposes using enacted
tax rates in effect for each taxing jurisdiction in which we operate for the period in which those temporary differences are expected
to be recovered or settled. These differences result in deferred tax assets and liabilities. Our total deferred tax assets are principally
comprised of depreciation and net operating loss carry forwards.

 Significant
management judgment is required to assess the likelihood that deferred tax assets will be recovered from future taxable income. In assessing
the realizability of these deferred tax assets, management considers whether it is more likely than not that some portion or all of the
deferred tax assets will be realized. Management makes this assessment on a jurisdiction-by-jurisdiction basis considering the historical
trend of taxable losses, projected future taxable income and the reversal of deferred tax liabilities.

 We
evaluate income tax uncertainties, assess the probability of the ultimate settlement with the applicable taxing authority and records
an amount based on that assessment. Interest and penalties, if any, associated with uncertain tax positions are included in income tax
expense.

Loss

 We
include and separately classify in comprehensive loss unrealized gains and losses and hedges from our foreign currency translation adjustments,
gains or losses associated with pension or other post-retirement benefits, prior service costs or credits associated with pension or
other post-retirement benefits and transition assets or obligations associated with pension or other post-retirement benefits.

 F- 17

 NOTES

 AS

 Leases

 We
determine if an arrangement is a lease at inception of the arrangement. Once it is determined that an arrangement is, or contains, a
lease, that determination should only be reassessed if the legal arrangement is modified. Changes to assumptions such as market-based
factors do not trigger a reassessment. Determining whether a contract contains a lease requires judgement. In general, arrangements are
considered to be a lease when all of the following apply:

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

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

 we
 can direct the use of the identified asset.

 The
terms of a lease arrangement determine how a lease is classified and the resulting income statement recognition. When the terms of a
lease effectively transfer control of the underlying asset, the lease represents an in substance financed purchase (sale) of an asset
and the lease is classified as a finance lease by the lessee and a sales-type lease by the lessor. When a lease does not effectively
transfer control of the underlying asset to the lessee, but the lessor obtains a guarantee for the value of the asset from a third party,
the lessor would classify a lease as a direct financing lease. All other leases are classified as operating leases.

 Where
a lease contains more than one component, the consideration in the contract is allocated on a relative standalone price basis to the
separate lease components and the non-lease components.

 Leases
– the Company as lessee

 Lease
assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement
date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the
date that we adopted Topic 842, or the commencement date, if later, in determining the present value of future payments. The lease ROU
asset includes any lease payment made and initial direct costs incurred. Our operating lease terms may include options to extend or terminate
the lease which are included in the measurement of the ROU assets and lease liabilities when it is reasonably certain that we will exercise
that option.

 F- 18

 NOTES

 AS

 The
lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are
amortized straight-line over their useful life where the lease transfers ownership of the underlying asset, or to the earlier of the
end of the useful life of the asset and the end of the lease term where ownership is not transferred. Interest on finance leases is recognized
as the amount that results in a constant periodic discount rate on the remaining balance of the liability.

 We
have operating lease agreements with lease and non-lease components. The Company did not make the election to treat the lease and non-lease
components as a single component and considers the non-lease components as a separate unit of account.

 The
Company has elected not to apply the recognition requirements of ASC 842 to short-term operating leases. We recognize the lease payments
for short-term leases on a straight-line basis over the lease term and variable lease payments in the period in which the obligation
for those payments is incurred.

 Leases
– the Company as lessor

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

 Sales-type
lease receivables are recognized based on the net investment in the lease, at the present value of future minimum lease payments receivable
over the lease term, plus any guaranteed residual value of the underlying asset, at the commencement date.

 The
discount rate used in determining the present value of the future minimum lease payments is the rate implicit in the lease. This is calculated
using the fair value of the underlying asset and the present value of any unguaranteed residual value.

 The
underlying asset is derecognized at the point of inception and a selling profit is recognized at lease commencement. Subsequent interest
income is recognized over the term of the lease, at an amount that produces a constant periodic discount rate on the remaining balance
of the net investment in the lease.

 For
operating leases, we continue to recognize the underlying asset. Lease income is recognized on a straight-line basis over the lease term.

 F- 19

 NOTES

 AS

 Recently
Issued Accounting Standards

 In
June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments" ("ASU 2016-13"). In November 2018, the FASB issued ASU 2018-19, "Codification Improvements
to Topic 326, Financial Instruments - Credit Losses" ("ASU 2018-19") and in November 2019, the FASB issued ASU 2019-11,
"Codification Improvements to Topic 326, Financial Instruments - Credit Losses" ("ASU 2019-11"). ASU 2016-13
affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. ASU
2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The guidance will be
effective beginning on January 1, 2023, including interim periods within that year and requires a modified retrospective transition approach
through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective
method of adoption, prior year reported results are not restated. We have evaluated the effect of this guidance and the adoption of ASU
2016-13 is not expected to have a material impact on the Company's financial statement presentation or disclosures.

 In
October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers" ("ASU 2021-08"). ASU 2021-08 requires that an acquiring entity recognizes
and measures contract assets and liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date,
an acquirer should account for the related revenue contracts as if it had originated the contracts. The guidance will be effective beginning
on January 1, 2023, including interim periods within that year, and should be applied prospectively to business combinations occurring
on or after the effective date. The adoption of ASU 2021-08 will not have a material impact on the Company's financial statement
presentation or disclosures.

 F- 20

ENDED

 2. Restatement of Previously Issued Financial Statements

Background

 On
November 2, 2023, the Company, in concurrence with the Company's audit committee, concluded that our 2022, 2021 and 2020
consolidated financial statements, included in our Annual Reports on Form 10-K as of December 31, 2022 and 2021 and for the fiscal
years ended December 31, 2022, 2021, and 2020 (collectively the "Prior Period Financial Statements"), should no longer
be relied upon due to misstatements that are described below, and that we would restate such financial statements to make the
necessary accounting corrections. Details of the restated consolidated financial statements as of December 31, 2022 and 2021 and for
the fiscal years ended December 31, 2022, 2021 and 2020 are provided below ("Restatement Items").

 The
Company issued a revision for capitalized software and related amortization expense in the quarterly report on Form 10-Q filed on August
11, 2023 for the period ended June 30, 2023 to the numbers previously presented in the Form 10-K filed on March 16, 2023 for the year
ended December 31, 2022 (the "Revision"). This revision related to certain completed software development projects were,
but should not have been, delayed in the shift from work in progress to completed projects. Consequently, the commencement of amortization
for certain projects was delayed and the reported amortization was lower than the actual amortization. This issue is distinct from the
capitalized software restatements below. The tables below have been updated to separate the impact of the Restatement Items from the
Revision.

Items

 Capitalized
software and Costs to fulfill a contract – The Company historically assessed and applied incorrectly the accounting
frameworks for developing external use software under ASC 985-20, Costs of Software to Be Sold, Leased or Marketed, and
internal-use software under ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software and ASC 340-40, Other
Assets and Deferred Costs – Contracts with Customers. In
addition, t he Company determined routine software updates and certain
minor software enhancements were inappropriately capitalized and capitalized labor rates were inappropriately included in
certain indirect costs including overhead and non-development activities. Consequently, c ertain
amortization and the related asset was inappropriate. The corrections resulted
in a decrease in Software development costs, net of $ 16.5
million and $ 16.0
million and an increase in Costs of obtaining and fulfilling customer contracts, net of $ 6.6
million and $ 6.7
million as of December 31, 2022 and 2021, respectively. The corrections resulted in an increase to Selling, general and
administrative expenses of $ 4.6
million, $ 3.0
million, and $ 3.1
million as well as a decrease in Depreciation and amortization of $ 3.4
million, $ 1.7
million, and $ 2.1
million for the years ended December 31, 2022, 2021, and 2020, respectively. In addition, the Revision resulted in a decrease in
Software development costs, net of $ 1.0
million and an increase in Depreciation and amortization of $ 1.1
million as of and for the year ended December 31, 2022. Refer to reference "a" below. Note 8, "Software
Development Costs, net" has also been corrected.

and Costs to obtain a contract – The Company identified
corrections needed related to ASC 606, Revenue from Contracts with Customers. The
Company identified certain performance obligations that were delivered and therefore should
have been recognized at a specific point in time (rather than over time). Additionally, we identified
that (i) for certain Interactive Aggregator contracts, revenue should have been reported on a net, rather than gross, basis and (ii) certain
parts the Company acquired and sold to its contract manufacturer should not have been reported as revenue. These latter two items
have no impact to profit. The Company also identified an immaterial
contract that should have been recognized as sales type lease rather than an operating
lease. Lastly, the Company had historically expensed certain commissions in the period
incurred instead of capitalizing and amortizing them under the accounting framework for costs to obtain contracts with customers
pursuant to ASC 606, Revenue from Contracts with Customers, and ASC 340-40, Other Assets and Deferred Costs – Contracts with
Customers. The corrections resulted in a decrease in Property and equipment, net of $ 0.4
million as of December 31, 2022. The corrections also resulted in a decrease in Deferred revenue, current of $ 0.2
million and $ 1.0
million, a decrease in Deferred revenue, net of current position of $ 0.9
million and $ 1.3
million as of December 31, 2022 and 2021, respectively and an increase in Costs of obtaining and fulfilling customer contracts, net
of $ 0.8
million as of December 31, 2022. The corrections also resulted in a decrease in Revenue - service of $ 3.2
million, $ 3.1
million and $ 2.1
million for the years ended December 31, 2022, 2021 and 2020, respectively, a $ 0.4
million decrease in Revenue – product sales for the year ended December 31, 2022, a decrease in Cost of sales – service
of $ 7.4
million, $ 6.0
million and $ 4.5
million for the years ended December 31, 2022, 2021 and 2020, respectively, and a $ 0.4
million decrease in Cost of sales – product sales for the year ended December 31, 2022. Interest expense, net decreased by
$ 0.1
for the year ended December 31, 2022 and Depreciation and amortization increased by $ 4.5
million, $ 3.7
million and $ 3.5
million for the years ended December 31, 2022, 2021 and 2020, respectively. Refer to reference "b" below. Note
12, "Contract Liabilities and Other Disclosures" and Note 28, "Segment Reporting and Geographic Information"
have also been corrected.

 F- 21

 NOTES

 AS

 – T he
Company identified a correction to the amount capitalized for field
inventory, repair and consumable items. Refer to reference "c" below. Note 5,
"Inventory" has also been corrected.

and intangibles – Through review of the
appropriate reporting units and asset groups to assess impairments at under ASC 350,
Intangibles – Goodwill and Other and ASC 360, Property, Plant and Equipment, the
Company identified a triggering event in the first quarter of 2020, related to the beginning
of the COVID-19 pandemic, for which an impairment assessment was required for (i) Server Based Gaming (" S B G ") and
Acquired Business reporting units and (ii) all landbased asset groups. Based on the assessment, we determined that an impairment of
acquired business goodwill and long-lived assets occurred in the first quarter of 2020. Additionally, we determined
that a significant number of synergies existed from the acquisition in the fourth quarter of 2019 and therefore a
portion of the acquisition goodwill should have been reallocated to other reporting units upon acquisition. The corrections resulted
in a decrease in Other acquired intangible assets subject to amortization, net of $ 1.2 million and $ 1.5 million as of December 31,
2022 and 2021, respectively, a decrease of Depreciation and amortization of $ 0.2 million, $ 0.2 million and $ 0.1 million for the year
ended December 31, 2022, 2021 and 2020, respectively, and an increase in Impairment of goodwill and intangibles of $ 22.4 million for
the year ended December 31, 2020. Refer to reference "d" below. Note 1, "Nature of Operations,
Management's Plans, and Summary of Significant Accounting Policies", Note 10, "Intangible Assets and
Goodwill", Note 17 "Fair Value Measurements", and Note 28, "Segment Reporting and Geographic
Information" have also been corrected.

 Leasing –
The Company identified errors related to leasing,
which primarily related to the Company not historically includ ing in-substance
fixed payments related to certain leases according to the accounting framework in ASC 842, Leases. The
corrections resulted in an increase in Operating lease right of use asset of $ 7.7 million and $ 9.8 million as of December 31, 2022
and 2021, respectively, an increase in current Operating lease liabilities of $ 1.1 million and $ 1.1 million as of December 31, 2022
and 2021, respectively and an increase in long-term Operating lease liabilities of $ 6.4 million and $ 8.6 million as of December 31,
2022 and 2021, respectively. Note 25, "Leases" has also been corrected. Refer to reference
"e" below.

 Pension –
The Company identified a correction to Note 27, "Pension Plan" primarily related to the benefit obligation and fair value
of plan assets for the buy-in contract. The Company corrected the measurement of the plan assets and the estimated fair value of the
buy in contract. As the change to the benefit obligation offset the measurement of the plan assets by an equal amount, there was no net
change to the accrued pension benefit or asset in the years presented. Note 27 "Pension Plan" disclosures have been updated
to reflect this change.

 Basic
 and diluted n et
income (loss) per share – An error to shares
outstanding primarily relates to t he Company not includ ing
 deferred settlement equity awards that had vested in the number of outstanding shares used in the
calculation of basic and diluted weighted average number of shares outstanding pursuant
to ASC 260, Earnings Per Share. Refer to reference "h" below. N ote 20,
"Net income (loss) per share" has also been corrected.

 Other
 areas identified
 –
T hrough the restatement process, t he
Company has reclassified certain costs for salaries of service employees. Note 10, "Accrued Expenses"has also been
corrected. Refer to reference "f" below.

 The
Company has also corrected the currency effect on cash within the statement of cash flows. Refer to reference "g" below.

 The
Company has also corrected Accumulated deficit as of January 1, 2020 in connection with the restatement adjustments discussed above for
capitalized software and revenue.

 In
addition, the Company has corrected other adjustments that
 are quantitatively immaterial, individually and in aggregate, but because we are correcting for
these material items, we have decided to correct these other adjustments. Note 4,
"Accounts Receivable", Note 6, "Prepaid Expenses and Other Assets", Note 7, "Property and Equipment, net",
have also been corrected. Refer to reference "f" below.

tax – The Company updated the income tax effects for the Restatement Items. Note 23, "Income Taxes" has also been
updated.

 F- 22

ENDED

 Summary
impact of Restatement Items to Prior Period Financial Statements

 The
following tables present the effect of the Restatement Items on the Company's consolidated balance sheets for the periods indicated
(in millions, except per share):

of Restatement Items on the Company's Consolidated Balance sheets

 As of December 31, 2022

 Previous

 Cash

 $
 25.0

 $
 -

 $
 -

 $
 25.0

 Accounts receivable, net

 40.5

 -

 ( 0.1
)

 40.4

 f

 Inventory, net

 31.0

 -

 ( 0.7
)

 30.3

 c

 Prepaid expenses and other current assets

 32.1

 -

 ( 0.9
)

 31.2

 f

 Total current assets

 128.6

 -

 ( 1.7
)

 126.9

 Property and equipment, net

 44.7

 -

 0.4

 45.1

 b, f

 Software development costs, net

 35.8

 ( 1.0
)

 ( 16.5
)

 18.3

 a

 Other acquired intangible assets subject to amortization, net

 14.7

 -

 ( 0.1
)

 14.6

 d, f

 73.9

 -

 ( 18.4
)

 55.5

 d

 Operating lease right of use asset

 8.3

 -

 7.7

 16.0

 e

 Costs of obtaining and fulfilling customer contracts, net

 -

 -

 7.0

 7.0

 a, b, f

 Other assets

 3.4

 -

 0.4

 3.8

 f

 Total assets

 $
 309.4

 $
 ( 1.0
)

 $
 ( 21.2
)

 $
 287.2

 Liabilities and Stockholders' Deficit

 Current liabilities

 $
 25.7

 $
 -

 ( 2.0
)

 23.7

 f

 28.5

 -

 0.5

 29.0

 f

 9.3

 -

 0.8

 10.1

 f

 Deferred revenue, current

 4.8

 -

 ( 0.2
)

 4.6

 b

 Current portion of operating lease liabilities

 2.8

 -

 1.1

 3.9

 e

 Other current liabilities

 2.6

 -

 -

 2.6

 Current portion of finance lease liabilities

 1.0

 -

 -

 1.0

 Total current liabilities

 74.7

 -

 0.2

 74.9

 Long-term debt

 277.6

 -

 -

 277.6

 Finance lease liabilities, net of current portion

 1.2

 -

 -

 1.2

 Deferred revenue, net of current portion

 3.7

 -

 ( 0.9
)

 2.8

 b

 5.9

 -

 6.4

 12.3

 e

 4.0

 -

 -

 4.0

 Total liabilities

 $
 367.1

 $
 -

 $
 5.7

 $
 372.8

 Commitments and contingencies

 -

 -

 -

 -

 Stockholders' deficit

 Preferred stock; $ 0.0001 par value; 1,000,000 shares authorized

 -

 -

 -

 -

 Common stock; $ 0.0001 par value; 49,000,000 shares authorized; 25,909,516 shares and 26,433,562 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

 -

 -

 -

 -

 Additional paid in capital

 378.2

 -

 -

 378.2

 Accumulated other comprehensive income

 46.3

 0.1

 4.4

 50.8

 Accumulated deficit

 ( 482.2
)

 ( 1.1
)

 ( 31.3
)

)

 Total stockholders' deficit

 ( 57.7
)

 ( 1.0
)

 ( 26.9
)

)

 Total liabilities and stockholders' deficit

 $
 309.4

 $
 ( 1.0
)

 $
 ( 21.2
)

 $
 287.2

 F- 23

ENDED

 As of December 31, 2021

 Cash

 $
 47.8

 $
 -

 $
 47.8

 Accounts receivable, net

 31.7

 ( 0.1
)

 31.6

 f

 Inventory, net

 16.9

 ( 1.4
)

 15.5

 c

 Prepaid expenses and other current assets

 30.0

 ( 0.8
)

 29.2

 f

 Total current assets

 126.4

 ( 2.3
)

 124.1

 Property and equipment, net

 50.9

 -

 50.9

 Software development costs, net

 35.6

 ( 16.0
)

 19.6

 a

 Other acquired intangible assets subject to amortization, net

 18.9

 ( 1.5
)

 17.4

 d

 82.7

)

 62.2

 d

 Operating lease right of use asset

 10.1

 9.8

 19.9

 e

 Costs of obtaining and fulfilling customer contracts, net

 -

 7.7

 7.7

 a,f

 Other assets

 7.1

 ( 0.2
)

 6.9

 f

 Total assets

 $
 331.7

 $
 ( 23.0
)

 $
 308.7

 Liabilities and Stockholders' Deficit

 Current liabilities

 20.8

 -

 20.8

 32.6

 0.3

 32.9

 f

 12.3

 -

 12.3

 Deferred revenue, current

 7.7

 ( 1.0
)

 6.7

 b

 3.3

 1.1

 4.4

 e

 Other current liabilities

 3.9

 -

 3.9

 Current portion of finance lease liabilities

 0.9

 -

 0.9

 Total current liabilities

 81.5

 0.4

 81.9

 Long-term debt

 309.0

 -

 309.0

 Finance lease liabilities, net of current portion

 1.9

 -

 1.9

 Deferred revenue, net of current portion

 6.8

 ( 1.3
)

 5.5

 b

 7.4

 8.6

 16.0

 e

 3.1

 -

 3.1

 Total liabilities

 $
 409.7

 $
 7.7

 $
 417.4

 Commitments and contingencies

 -

 -

 -

 Stockholders' deficit

 Preferred stock; $ 0.0001 par value; 1,000,000 shares authorized

 -

 -

 -

 Common stock; $ 0.0001 par value; 49,000,000 shares authorized; 25,909,516 shares and 26,433,562 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

 -

 -

 -

 Additional paid in capital

 372.3

 -

 372.3

 Accumulated other comprehensive income

 43.8

 -

 43.8

 Accumulated deficit

 ( 494.1
)

 ( 30.7
)

)

 Total stockholders' deficit

 ( 78.0
)

 ( 30.7
)

)

 Total liabilities and stockholders' deficit

 $
 331.7

 $
 ( 23.0
)

 $
 308.7

 F- 24

ENDED

 The
following tables present the effect of the Restatement Items on the Company's consolidated statement of operations for the periods
indicated (in millions, except share and per share amounts):

 For Year Ended December 31, 2022

 Previous

 $
 251.8

 -

 $
 ( 3.4
)

 $
 248.4

 b, f

 Product Sales

 33.6

 -

 ( 0.4
)

 33.2

 b

 285.4

 -

 ( 3.8
)

 281.6

 Cost of Sales

 ( 49.3
)

 -

 ( 22.1
)

 ( 71.4
)

 b, f

 (22.7
)

 -

 0.8

 (21.9
)

 b, c, f

 Selling, general, and administrative

 ( 126.4
)

 -

 24.5

 ( 101.9
)

 a, f

 ( 0.5
)

 -

 -

 ( 0.5
)

 ( 37.6
)

 ( 1.1
)

 ( 1.2
)

 ( 39.9
)

 a, b, d, f

 Net operating income (loss)

 48.9

 ( 1.1
)

 ( 1.8
)

 46.0

 Other expense

 ( 25.4
)

 -

 0.1

 ( 25.3
)

 b

 Gain on disposal of business

 0.9

 -

 -

 0.9

 1.1

 -

 -

 1.1

 Total other expense, net

 ( 23.4
)

 -

 0.1

 ( 23.3
)

 Income (loss) before income taxes

 25.5

 ( 1.1
)

 ( 1.7
)

 22.7

 Income tax (expense) benefit

 ( 3.2
)

 -

 1.1

 ( 2.1
)

 Net income (loss)

 22.3

 ( 1.1
)

 ( 0.6
)

 20.6

 Foreign currency translation gain (loss)

 8.2

 -

 4.5

 12.7

 f

 -

 -

 -

 -

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

 0.7

 -

 -

 0.7

 Actuarial (losses) gains on pension plan

 ( 6.4
)

 -

 -

 ( 6.4
)

 2.5

 -

 4.5

 7.0

 Comprehensive income (loss)

 $
 24.8

 $
 ( 1.1
)

 $
 3.9

 $
 27.6

 Net income (loss) per common share - basic

 $
 0.84

 $
 ( 0.04
)

 $
 ( 0.07
)

 $
 0.73

 Net income (loss) per common share - diluted

 $
 0.77

 $
 ( 0.04
)

 $
 ( 0.02
)

 $
 0.71

 Weighted average number of shares outstanding during the year - basic

 26,446,374

 -

 1,603,544

 28,049,918

 h

 Weighted average number of shares outstanding during the year - diluted

 29,035,785

 -

 57,070

 29,092,855

 h

 F- 25

ENDED

 For the Year Ended December 31, 2021

 $
 183.3

 $
 ( 3.1
)

 $
 180.2

 b

 Product Sales

 25.6

 -

 25.6

 Total Revenue

 208.9

 ( 3.1
)

 205.8

 Cost of Sales

 ( 34.3
)

 ( 17.5
)

 ( 51.8
)

 b, f

 (16.4
)

 (1.4
)

 (17.8
)

 c

 Selling, general, and administrative

 ( 110.2
)

 19.9

 ( 90.3
)

 a, f

 ( 1.6
)

 -

 ( 1.6
)

 ( 47.0
)

 ( 1.8
)

 ( 48.8
)

 Net operating income (loss)

 ( 0.6
)

 ( 3.9
)

 ( 4.5
)

 Other expense

 ( 44.3
)

 -

 ( 44.3
)

 0.9

 -

 0.9

 5.7

 -

 5.7

 f

 Total other expense, net

 ( 37.7
)

 -

 ( 37.7
)

 Income (loss) before income taxes

 ( 38.3
)

 ( 3.9
)

 ( 42.2
)

 Income tax (expense) benefit

 1.6

 -

 1.6

 Net income (loss)

 ( 36.7
)

 ( 3.9
)

)

 Foreign currency translation gain (loss)

 0.4

 0.3

 0.7

 0.3

 -

 0.3

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

 1.5

 -

 1.5

 Actuarial (losses) gains on pension plan

 10.5

 -

 10.5

 12.7

 0.3

 13.0

 Comprehensive income (loss)

 $
 ( 24.0
)

 $
 ( 3.6
)

 $
 ( 27.6
)

 Net income (loss) per common share - basic

 $
 ( 1.60
)

 $
 ( 0.06
)

 $
 ( 1.66
)

 Net income (loss) per common share - diluted

 $
 ( 1.60
)

 $
 ( 0.06
)

 $
 ( 1.66
)

 Weighted average number of shares outstanding during the year - basic

 22,897,997

 1,504,464

 24,402,461

 h

 Weighted average number of shares outstanding during the year - diluted

 22,897,997

 1,504,464

 24,402,461

 h

 F- 26

ENDED

 For the Year Ended December 31, 2020

 $
 178.7

 $
 ( 2.1
)

 $
 176.6

 b,

 Product Sales

 21.1

 0.6

 21.7

 f

 Total Revenue

 199.8

 ( 1.5
)

 198.3

 Cost of Sales

 ( 30.1
)

 ( 15.8
)

 ( 45.9
)

 b, f

 (14.4
)

 (0.6
)

 (15.0
)

 Selling, general, and administrative

 ( 89.6
)

 17.2

 ( 72.4
)

 a, f

 ( 7.0
)

 -

 ( 7.0
)

 ( 52.3
)

 ( 1.3
)

 ( 53.6
)

 Impairment of goodwill and intangibles

 -

)

)

 d

 Net operating income (loss)

 6.4

 ( 24.4
)

 ( 18.0
)

 Other expense

 ( 30.0
)

 -

 ( 30.0
)

 ( 3.2
)

 -

 ( 3.2
)

 Loss from equity method investee

 ( 0.5
)

 -

 ( 0.5
)

 ( 4.7
)

 -

 ( 4.7
)

 Total other expense, net

 ( 38.4
)

 -

 ( 38.4
)

 Income (loss) before income taxes

 ( 32.0
)

 ( 24.4
)

 ( 56.4
)

 Income tax (expense) benefit

 ( 0.4
)

 -

 ( 0.4
)

 Net income (loss)

 ( 32.4
)

 ( 24.4
)

)

 Foreign currency translation gain (loss)

 ( 5.4
)

 ( 0.3
)

 ( 5.7
)

 ( 2.9
)

 -

 ( 2.9
)

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

 1.5

 -

 1.5

 Actuarial (losses) gains on pension plan

 ( 7.2
)

 -

 ( 7.2
)

 ( 14.0
)

 ( 0.3
)

 ( 14.3
)

 Comprehensive income (loss)

 $
 ( 46.4
)

 $
 ( 24.7
)

 $
 ( 71.1
)

 Net income (loss) per common share - basic

 $
 ( 1.45
)

 $
 ( 0.94
)

 $
 ( 2.39
)

 Net income (loss) per common share - diluted

 $
 ( 1.45
)

 $
 ( 0.94
)

 $
 ( 2.39
)

 Weighted average number of shares outstanding during the year - basic

 22,399,333

 1,318,188

 23,717,521

 h

 Weighted average number of shares outstanding during the year - diluted

 22,399,333

 1,318,188

 23,717,521

 h

 F- 27

ENDED

 The
following tables present the effect of the Restatement Items on the Company's consolidated statements of stockholders' equity
(deficit) for the periods indicated (in millions, except per share amounts):

 Shares

 Amount

 capital

 income

 Accumulated

 Additional

 other

 Total

 Common Stock

 paid in

 comprehensive

 Accumulated

 stockholders'

 Shares

 Amount

 capital

 income

 Balance as of December 31, 2020 (As Previously Reported)

 22,430,475

 $
 -

 $
 324.6

 $
 31.1

 $
 ( 457.4
)

 $
 ( 101.7
)

 Restatement Items

 -

 -

 -

 ( 0.3
)

 ( 26.8
)

 ( 27.1
)

 Balance as of December 31, 2020 (As Restated)

 22,430,475

 -

 324.6

 30.8

 ( 484.2
)

 ( 128.8
)

 Balance as of December 31, 2021 (As Previously Reported)

 26,433,562

 -

 372.3

 43.8

 ( 494.1
)

 ( 78.0
)

 Restatement Items

 -

 -

 -

 -

 (30.7
)

 (30.7
)

 Balance as of December 31, 2021 (As Restated)

 26,433,562

 -

 372.3

 43.8

)

)

 Balance as of December 31, 2022 (As Previously Reported)

 -

 378.2

 46.3

 ( 482.2
)

 ( 57.7
)

 Previous Revision

 -

 -

 -

 0.1

 ( 1.1
)

 ( 1.0
)

 Restatement Items

 -

 -

 -

 4.4

 ( 31.3
)

 ( 26.9
)

 Balance as of December 31, 2022 (As Restated)

 $
 -

 $
 378.2

 $
 50.8

 $
)

 $
)

 Balance

 $
 -

 $
 378.2

 $
 50.8

 $
)

 $
)

 F- 28

ENDED

 The
following tables present the effect of the Restatement Items on the Company's consolidated statements of cashflows for the periods
indicated (in millions):

 Year Ended December 31, 2022

 Previous

 Cash flows from operating activities:

 Net income

 $
 22.3

 $
 ( 1.1
)

 $
 ( 0.6
)

 $
 20.6

 a, b, c, d, f

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

 37.6

 ( 1.1
)

 3.4

 39.9

 Right of use asset amortization

 2.4

 -

 1.1

 3.5

 e

 Profit on disposal of trade and assets

 -

 -

 ( 0.9
)

 ( 0.9
)

 f

 10.8

 -

 -

 10.8

 0.7

 -

 -

 0.7

 Non-cash interest expense relating to senior debt

 1.8

 -

 -

 1.8

 Contract cost expense

 -

 -

 ( 7.2
)

 ( 7.2
)

 a, b

 Changes in assets and liabilities:

 Accounts receivable

 ( 12.0
)

 -

 ( 0.1
)

 ( 12.1
)

 f, g

 ( 16.0
)

 -

 ( 0.7
)

 ( 16.7
)

 c, g

 Prepaid expenses and other assets

 ( 3.8
)

 -

 ( 0.5
)

 ( 4.3
)

 f, g

 ( 6.7
)

 -

 0.6

 ( 6.1
)

 f, g

 7.5

 -

 ( 2.4
)

 5.1

 f, g

 Deferred revenues and customer prepayment

 ( 5.2
)

 -

 0.8

 ( 4.4
)

 b, g

 0.8

 -

 ( 0.1
)

 0.7

 g

 ( 2.6
)

 -

 ( 1.1
)

 ( 3.7
)

 e, g

 ( 2.9
)

 -

 ( 0.1
)

 ( 3.0
)

 g

 Net cash provided by operating activities

 34.7

 ( 2.2
)

 ( 7.8
)

 24.7

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 21.2
)

 -

 ( 1.0
)

 ( 22.2
)

 b, f

 Acquisition of subsidiary company assets

 ( 0.6
)

 -

 -

 ( 0.6
)

 Disposal of trade and assets

 -

 -

 1.3

 1.3

 f

 Purchases of capital software

 ( 18.6
)

 -

 7.5

 ( 11.1
)

 a

 Net cash used in investing activities

 ( 40.4
)

 -

 7.8

 ( 32.6
)

 Cash flows from financing activities:

 Repurchase of common stock

)

 -

 -

)

 Repayments of finance leases

 ( 0.6
)

 -

 -

 ( 0.6
)

 Net cash (used in) provided by financing activities

 ( 11.0
)

 -

 -

 ( 11.0
)

 Effect of exchange rate changes on cash

 ( 6.1
)

 -

 2.2

 ( 3.9
)

 g

 Net increase in cash

 ( 22.8
)

 -

 -

 ( 22.8
)

 Cash, beginning of period

 47.8

 -

 -

 47.8

 Cash, end of period

 $
 25.0

 $
 -

 $
 -

 $
 25.0

 Supplemental cash flow disclosures

 Cash paid during the period for interest

 $
 23.0

 $
 -

 $
 -

 $
 23.0

 Cash paid during the period for income taxes

 $
 -

 $
 -

 $
 -

 $
 -

 Cash paid during the period for operating leases

 $
 4.3

 $
 -

 $
 3.5

 $
 7.8

 e

 Supplemental disclosure of noncash investing and financing activities

 Additional paid in capital from net settlement of RSUs

 $
 ( 4.1
)

 $
 -

 $
 -

 $
 ( 4.1
)

 Lease liabilities arising from obtaining right of use assets

 $
 ( 1.8
)

 $
 -

 $
 -

 $
 ( 1.8
)

 Adjustment to customer relationships intangible asset arising from adjustment to fair value of assets acquired

 $
 ( 0.9
)

 $
 -

 $
 -

 $
 ( 0.9
)

 Property and equipment transferred to inventory

 $
 0.8

 $
 -

 $
 -

 $
 0.8

 F- 29

ENDED

 Year Ended December 31, 2021

 Cash flows from operating activities:

 Net loss

 $
 ( 36.7
)

 $
 ( 3.9
)

 $
)

 a, b, c, d, f

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

 47.0

 1.8

 48.8

 Amortization of right of use asset

 3.3

 1.2

 4.5

 e

 13.0

 -

 13.0

 Impairment of investment in equity method investee

 -

 -

 -

 Unrealized transactional currency gain/loss on senior bank debt

 ( 4.6
)

 ( 0.1
)

 ( 4.7
)

 f

 ( 0.9
)

 -

 ( 0.9
)

 1.5

 -

 1.5

 Non-cash interest expense relating to senior debt

 17.2

 -

 17.2

 Contract cost expense

 -

 ( 6.3
)

 ( 6.3
)

 a, b

 Changes in assets and liabilities:

 Accounts receivable

 ( 4.9
)

 0.2

 ( 4.7
)

 f, g

 1.6

 1.6

 3.2

 c, g

 Prepaid expenses and other assets

 ( 13.9
)

 1.5

 ( 12.4
)

 f, g

 ( 9.9
)

 0.2

 ( 9.7
)

 f, g

 2.8

 -

 2.8

 Deferred revenues and customer prepayment

 ( 6.7
)

 0.8

 ( 5.9
)

 b, g

 0.7

 0.3

 1.0

 f, g

 ( 2.9
)

 ( 1.1
)

 ( 4.0
)

 e, g

 ( 0.4
)

 -

 ( 0.4
)

 Net cash provided by operating activities

 6.2

 ( 3.8
)

 2.4

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 11.6
)

 0.3

 ( 11.3
)

 g

 Acquisition of subsidiary company assets

 ( 12.5
)

 0.1

 ( 12.4
)

 g

 Purchases of capital software

 ( 13.8
)

 5.1

 ( 8.7
)

 a, g

 Net cash used in investing activities

 ( 37.9
)

 5.5

 ( 32.4
)

 Cash flows from financing activities:

 Proceeds from issuance of long-term debt

 333.1

 -

 333.1

 Proceeds from exercise of warrants

 30.5

 -

 30.5

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

 ( 320.6
)

 -

 ( 320.6
)

 Payment of debt issuance costs

 ( 9.1
)

 -

 ( 9.1
)

 Cash paid in connection with terminated interest rate swaps

 ( 2.1
)

 -

 ( 2.1
)

 Repayments of finance leases

 ( 0.6
)

 -

 ( 0.6
)

 Net cash (used in) provided by financing activities

 31.2

 -

 31.2

 Effect of exchange rate changes on cash

 1.2

 ( 1.7
)

 ( 0.5
)

 g

 Net increase in cash

 0.7

 -

 0.7

 Cash, beginning of period

 47.1

 -

 47.1

 Cash, end of period

 $
 47.8

 $
 -

 $
 47.8

 Supplemental cash flow disclosures

 Cash paid during the period for interest

 $
 30.8

 $
 -

 $
 30.8

 Cash paid during the period for income taxes

 $
 1.2

 $
 -

 $
 1.2

 Cash paid during the period for operating leases

 $
 4.4

 $
 2.2

 $
 6.6

 e

 Supplemental disclosure of noncash investing and financing activities

 Additional paid in capital from net settlement of RSUs

 $
 ( 6.4
)

 $
 -

 $
 ( 6.4
)

 Property and equipment acquired through finance lease

 $
 2.6

 $
 -

 $
 2.6

 Property and equipment transferred to inventory

 $
 1.3

 $
 -

 $
 1.3

 F- 30

ENDED

 Year Ended December 31, 2020

 Cash flows from operating activities:

 Net loss

 $
 ( 32.4
)

 $
 ( 24.4
)

 $
)

 a, b, c, d, f

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

 52.3

 1.3

 53.6

 Amortization of right of use asset

 3.6

 0.9

 4.5

 e

 4.8

 -

 4.8

 Impairment of investment in equity method investee

 0.7

 ( 0.2
)

 0.5

 f

 Impairment of goodwill and intangibles

 -

 22.4

 22.4

 d

 Unrealized transactional currency gain/loss on senior bank debt

 5.6

 -

 5.6

 3.2

 -

 3.2

 0.9

 -

 0.9

 Non-cash interest expense relating to senior debt

 3.4

 -

 3.4

 Contract cost expense

 ( 7.6
)

 ( 7.6
)

 a, b

 Changes in assets and liabilities:

 Accounts receivable

 ( 2.9
)

 0.1

 ( 2.8
)

 g

 1.3

 0.1

 1.4

 g

 Prepaid expenses and other assets

 8.8

 1.9

 10.7

 f, g

 6.6

 0.2

 6.8

 f, g

 ( 4.8
)

 0.1

 ( 4.7
)

 g

 Deferred revenues and customer prepayment

 ( 5.7
)

 0.8

 ( 4.9
)

 b, g

 10.9

 0.2

 11.1

 g

 ( 2.8
)

 ( 0.9
)

 ( 3.7
)

 e

 ( 0.6
)

 -

 ( 0.6
)

 Net cash provided by operating activities

 52.9

 ( 5.1
)

 47.8

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 15.4
)

 0.1

 ( 15.3
)

 g

 Purchases of capital software

 ( 14.5
)

 6.1

 ( 8.4
)

 a, g

 Net cash used in investing activities

 ( 29.9
)

 6.2

 ( 23.7
)

 Cash flows from financing activities:

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

 ( 4.2
)

 -

 ( 4.2
)

 Payment of debt issuance costs

 ( 3.1
)

 -

 ( 3.1
)

 Cash paid in connection with terminated interest rate swaps

 -

 -

 -

 Repayments of finance leases

 ( 0.9
)

 -

 ( 0.9
)

 Net cash (used in) provided by financing activities

 ( 8.2
)

 -

 ( 8.2
)

 Effect of exchange rate changes on cash

 3.2

 ( 1.1
)

 2.1

 g

 Net increase in cash

 18.0

 -

 18.0

 Cash, beginning of period

 29.1

 -

 29.1

 Cash, end of period

 $
 47.1

 $
 -

 $
 47.1

 Supplemental cash flow disclosures

 Cash paid during the period for interest

 $
 13.3

 $
 -

 $
 13.3

 Cash paid during the period for income taxes

 $
 0.2

 $
 -

 $
 0.2

 Cash paid during the period for operating leases

 $
 3.3

 $
 1.3

 $
 4.6

 e

 Supplemental disclosure of noncash investing and financing activities

 Additional paid in capital from net settlement of RSUs

 $
 ( 0.7
)

 $
 -

 $
 ( 0.7
)

 Lease liabilities arising from obtaining right of use assets

 $
 ( 6.8
)

 $
 ( 3.4
)

 $
 ( 10.2
)

 e

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

 $
 ( 0.2
)

 $
 -

 $
 ( 0.2
)

 Property and equipment acquired through finance lease

 $
 1.5

 $
 -

 $
 1.5

 Capitalized interest payments

 $
 10.6

 $
 -

 $
 10.6

 Assets arising from asset retirement obligations

 $
 1.0

 $
 -

 $
 1.0

 3. Acquisitions and Disposals

 In
January 2022, the Company sold its Italian VLT business, including all terminal and other assets, staff costs and facilities and contracts,
to a non-connected party for total proceeds of 1.1 million ($ 1.3 million), recognizing a profit on disposal of 0.8 million
($ 0.9 million). The Company continues to serve these Italian markets in the form of the provision of platform and games.

 F- 31

 NOTES

 AS

 On
December 31, 2021, the Company acquired 100 % of the membership interests of Sportech Lotteries, LLC, which has since been renamed Inspired
Entertainment Lotteries, LLC. The Company concluded that Inspired Entertainment Lotteries, LLC's contract with its only customer
represented substantially all of the fair value of the gross assets acquired and, in accordance with ASC 805, determined that the asset
set did not comprise a business. The Company therefore applied asset acquisition accounting to the transaction, and recorded the acquisition
of the customer contract as an intangible asset in the amount of $ 12.4 million. The intangible asset will be amortized over its remaining
useful life of 13.2 years.

the year ended December 31, 2022, as a result of revisions made to management's preliminary assessments, the Company recognized
an additional $ 0.9 million long-term receivable related to Inspired Entertainment Lotteries, LLC, and reduced the value of the customer
contract intangible asset accordingly.

 4. Accounts Receivable, as restated

receivable consist of the following:

of Accounts Receivable

 Trade receivables

 $
 44.6

 $
 36.2

 Less: long-term receivable recorded in other assets

 ( 3.0
)

 ( 3.5
)

 Finance lease receivables

 0.2

 0.7

 Allowance for doubtful accounts

 ( 1.4
)

 ( 1.8
)

 Total accounts receivable, net

 $
 40.4

 $
 31.6

in the allowance for doubtful accounts are as follows:

of Changes in Allowance for Doubtful Accounts

 Beginning balance

 $
 ( 1.8
)

 $
 ( 2.3
)

 Additional provision for doubtful accounts

 ( 0.2
)

 ( 0.7
)

 Recoveries

 —

 0.1

 Write offs

 0.4

 1.1

 0.2

 —

 Ending balance

 $
 ( 1.4
)

 $
 ( 1.8
)

 5. Inventory, as restated

consists of the following:

of Inventory

 Component parts

 $
 20.7

 $
 9.4

 Work in progress

 3.6

 1.6

 Finished goods

 6.0

 4.5

 Total inventories

 $
 30.3

 $
 15.5

 Component
parts include parts for gaming terminals. Included in inventory are reserves for excess and slow-moving inventory of $ 2.5 million and
$ 2.0 million as of December 31, 2022 and 2021, respectively. Our finished goods inventory primarily consists of gaming terminals which
are ready for sale.

 F- 32

 NOTES

 AS

 6. Prepaid Expenses and Other Assets, as restated

 Prepaid
expenses and other assets consist of the following:

of Prepaid Expenses and Other Assets

 Prepaid expenses and other assets

 $
 13.2

 $
 11.5

 Unbilled accounts receivable

 18.0

 17.4

 Corporate tax and other current taxes receivable

 —

 0.3

 Total prepaid expenses and other assets

 $
 31.2

 $
 29.2

 7. Property and Equipment, net, as restated

of Property and Equipment

 Short-term leasehold property

 $
 3.1

 $
 3.2

 Server based gaming terminals

 168.1

 178.8

 Computer equipment

 10.9

 10.6

 Plant and machinery

 3.9

 4.1

 Property and equipment, gross

 186.0

 196.7

 Less: accumulated depreciation and amortization

 ( 140.9
)

 ( 145.8
)

 Property and equipment,
 net

 $
 45.1

 $
 50.9

expense amounted to $ 21.5 million, $ 25.9 million and $ 29.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

 8. Software Development Costs, net, as restated

 Software
development costs, net consisted of the following:

of Software Development Costs

 Software development costs

 $
 125.2

 $
 128.9

 Less: accumulated amortization

 ( 106.9
)

 ( 109.3
)

 Software development
 Costs, net

 $
 18.3

 $
 19.6

the years ended December 31, 2022 and 2021, the Company capitalized $ 10.8 million and $ 8.8 million of software development costs, respectively.
As of December 31, 2022 and 2021, approximately $ 1.3 million and $ 1.1 million of capitalized software development costs related to the
Company's implementation of an enterprise resource planning system, respectively. Other capitalized cloud-based implementation
costs were not material as of December 31, 2022 and 2021.

 The
total amount of software costs amortized was $ 9.5 million, $ 15.7 million and $ 15.2 million for the years ended December 31, 2022, 2021,
and 2020, respectively. Software costs written down to net realizable value amounted to $ 0.4 million, $ 0.2 million and $ 0.0 million for
the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average amortization period was 3.9 years and 3.4 years
for the years ended December 31, 2022 and 2021, respectively.

 F- 33

 NOTES

 AS

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

of Estimated Software Amortization Expense

 Year ending December 31, (in millions)

 2023

 $
 6.1

 2024

 2.8

 2025

 1.6

 2026

 0.3

 2027

 —

 Thereafter

 —

 Total

 $
 10.8

 9. Intangible Assets and Goodwill, as restated

 On
October 1, 2019, the Company's subsidiary, Inspired Gaming (UK) Limited, completed the acquisition of the Gaming Technology Group
of Novomatic UK Ltd. pursuant to the Share Purchase Agreement, dated as of June 11, 2019 (the "SPA"), comprising: (i) all
of the outstanding equity interests of each of (a) Astra Games Ltd, (b) Bell-Fruit Group Limited, (c) Gamestec Leisure Limited, (d) Harlequin
Gaming Limited, and (e) Playnation Limited, and (ii) 60% of the outstanding equity interests of Innov8 Gaming Limited ("Innov8",
and together with the entities described in clause (i) and certain of their subsidiaries, the "Acquired Businesses" and the
transactions contemplated by the SPA, the "NTG Acquisition"). The consideration for the NTG Acquisition totaled approximately
 107.0 million ($116.6 million) in cash. The excess of the purchase price over the fair value of the net assets acquired has been
recorded as goodwill in the amount of 26.1 million at the close of the acquisition, with 15.1 million of goodwill allocated
to the Acquired Businesses reporting unit and the remaining goodwill amounts allocated to existing reporting units.

 As
part of the acquisition of the Acquired Businesses, the Company obtained the rights to certain customer relationship and trademarks intangible
assets. During the first quarter of 2020, as a result of the COVID-19 pandemic and all venues offering land-based gaming, including our
products, were closed for an indeterminate period of time in the jurisdictions in which we operate through governmental mandate, the
Company concluded these triggering events could indicate possible impairment of its goodwill and indefinite-lived intangible assets in
the Server Based Gaming and Acquired Businesses reporting units. The Company performed a quantitative and qualitative impairment analysis
and determined that goodwill within the Acquired Businesses reporting unit was fully impaired. In addition, the Company determined that
all its asset groups within Server Based Gaming and Acquired businesses had a triggering event. As a result, the Company performed a
recoverability test and determined all asset groups were recoverable under the undiscounted cash flow recoverability test other than
Playnation. As a result, step 2 was performed and resulted in a $ 1.3 million and $ 0.5 million impairment for customer relationships and
trademarks intangible assets, respectively. The Company recorded $ 22.4 million in total impairments on its consolidated statement of
earnings (loss) for the year ended December 31, 2020.

 The
impairment analysis required management to make estimates about future operating results, valuation multiples and discount rates and
assumptions based on historical data and consideration of future market conditions. Changes in the assumptions can materially affect
these estimates. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used,
or conditions may change, which could result in additional impairment charges in the future. Such impairments could be material.

 F- 34

 NOTES

 AS

 The
following tables present certain information regarding our intangible assets. Amortizable intangible assets are being amortized on a
straight-line basis over their estimated useful lives of ten to thirteen years with no estimated residual values, which materially approximates
the expected pattern of use.

of Intangible Assets

 Trademarks

 $
 19.4

 $
 21.6

 Customer relationships

 28.7

 31.5

 Intangible assets, gross

 48.1

 53.1

 Less: accumulated amortization

 ( 33.5
)

 ( 35.7
)

 Intangible assets, net

 $
 14.6

 $
 17.4

 Aggregate
intangible asset amortization expense amounted to $ 1.5 million, $ 0.7 million and $ 2.3 million for the years ended December 31, 2022,
2021 and 2020, respectively.

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

of Estimated Intangible Asset Amortization Expense

 Year ending December 31, (in millions)

 2023

 $
 1.6

 2024

 1.6

 2025

 1.6

 2026

 1.6

 2027

 1.5

 Thereafter

 6.7

 Total

 $
 14.6

is summarized as follows:

of Goodwill

 Balance at beginning of period, gross

 $
 82.7

 $
 83.5

 Accumulated goodwill impairment losses

)

 (- 20.5
)

 Balance at beginning of period, net

 62.2

 63.0

 (- 6.7
)

 ( 0.8
)

 Ending balance, net

 $
 55.5

 $
 62.2

 F- 35

 NOTES

 AS

 10. Other Assets, as restated

 Other
assets consist of the following:

of Other Assets

 Long term finance lease receivable

 $
 0.6

 $
 0.3

 Pension asset

 —

 3.0

 Long term receivables

 3.0

 3.5

 Long term prepaid expenses and other assets

 0.2

 0.1

 Total

 $
 3.8

 $
 6.9

 11. Accrued Expenses, as restated

 Accrued
expenses consist of the following:

of Accrued Expenses

 Payroll and related costs

 $
 10.3

 $
 8.1

 Cost of sales including inventory

 9.2

 12.6

 Non-current asset costs

 2.2

 0.7

 Interest payable - cash

 1.8

 2.0

 Selling, general and administrative costs

 2.0

 2.5

 Tax and professional fees

 1.7

 2.8

 Asset retirement obligations and other property related costs

 1.5

 3.5

 Other creditors

 0.3

 0.7

 Accrued expenses, net

 $
 29.0

 $
 32.9

 The
analysis of the prior year expenses has been recharacterized to ensure consistency with the current year categorization. The recharacterization
has no impact on the previously reported total accrued expenses as of December 31, 2021.

 12. Contract Liabilities and Other Disclosures, as restated

 The
following table summarizes contract related balances:

of Contract Related Balances

 Receivable

 Unbilled
 Receivable

 Prepayments
 and Deposits

 At December 31, 2022

 $
 44.6

 $
 18.0

 $
 ( 7.4
)

 $
 ( 2.4
)

 At December 31, 2021

 $
 36.2

 $
 17.4

 $
 ( 12.2
)

 $
 ( 3.9
)

 At December 31, 2020

 $
 30.2

 $
 8.7

 $
 ( 19.8
)

 $
 ( 1.6
)

 Unbilled
accounts receivable are a form of contract asset and primarily result from revenue being recognized when or as control of a solution
or service is transferred to the customer, but where invoicing is contingent upon the completion of other performance obligations or
payment terms differ from the provisioning of services. The current portion of unbilled accounts receivable is reported within prepaid
expenses and other current assets in the consolidated balance sheet, and the non-current portion is included in other assets. Contract
liabilities (deferred income and customer prepayments and deposits) primarily relate to consideration received from customers in advance
of delivery of the related goods and services to the customer. Contract balances are reported in a net contract asset or liability position
on a contract-by-contract basis at the end of each reporting period.

recognized that was included in the deferred income balance at the beginning of the period amounted to $ 7.0 million, $ 10.2 million and
$ 8.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.

 For
the year ended December 31, 2022 and 2021 there was no significant amounts of revenue recognized as a result of changes in contract transaction
price related to performance obligations that were satisfied in the respective prior periods.

 The
Company capitalizes certain costs incurred in obtaining or fulfilling a customer contract. The following table summarizes amounts capitalized
on the Consolidated Balance Sheets at December 31, 2022 and 2021, net of accumulated amortization.

of Customer Contract

 Costs to obtain contracts with customers, net

 $
 0.4

 $
 1.0

 Customer contract fulfillment costs, net

 6.6

 6.7

 Total costs of obtaining and fulfilling customer contracts, net

 $
 7.0

 $
 7.7

 Amortization
of capitalized contract costs was $ 7.0 million, $ 6.4 million, and $ 6.2 million during the years ended December 31, 2022, 2021, and 2020,
respectively. We did no t recognize any impairment losses on such costs during the years ended December 31, 2022, 2021, or 2020.

 F- 36

 NOTES

 AS

 Transaction
Price Allocated to Remaining Performance Obligations

 At
December 31, 2022, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one
year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to
the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with
the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, is approximately $ 31.9 million. Of
this amount, we expect to recognize as revenue approximately 51 % within the next 12 months, approximately 44 % between 13 and 36 months,
approximately 5 % between 37 and 60 months, and the remaining balance through December 31, 2029.

 13. Other Liabilities

 Other
liabilities consist of the following:

of Other Liabilities

 Customer prepayments and deposits

 $
 2.4

 $
 3.9

 Foreign exchange contract liabilities

 0.2

 —

 Total other liabilities, current

 2.6

 3.9

 Asset retirement obligations

 1.1

 1.8

 Other creditors

 0.8

 1.3

 Pension liability

 2.1

 —

 Total other liabilities, long-term

 4.0

 3.1

 Total other liabilities

 $
 6.6

 $
 7.0

 14. Long Term and Other Debt

 Senior
Secured Notes

 On
May 20, 2021, Inspired Entertainment (Financing) PLC, a wholly owned subsidiary of the Company, issued 235.0 million ($ 282.9 million,
as translated at December 31, 2022) aggregate principal amount of its 7.875 % senior secured notes due 2026 (the "Senior Secured
Notes"). The Senior Secured Notes bear interest at a rate of 7.875 % per annum and mature on June 1, 2026. Interest is payable on
the Senior Secured Notes on June 1 and December 1 of each year, commencing on December 1, 2021

 The
Senior Secured Notes and related guarantees were issued under an indenture (the "Indenture"), among Inspired Entertainment
(Financing) PLC, as issuer, the Company and certain English and U.S. subsidiaries of the Company, as guarantors (collectively and together
with the Company, the "Guarantors"), GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited, as security agent
and GLAS Trust Company LLC as paying agent, transfer agent and registrar. The terms of the Senior Secured Notes and related guarantees
are governed by the Indenture.

 The
Senior Secured Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and
several basis. The Senior Secured Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority
basis by substantially all assets of the Guarantors and all claims of the Inspired Entertainment (Financing) PLC under an intercompany
loan to Gaming Acquisitions Limited, a private limited liability company incorporated under the laws of England and Wales and an indirect
wholly-owned subsidiary of the Company ("GAL"), of the proceeds of the offering of the Senior Secured Notes.

 F- 37

 NOTES

 AS

 The
Indenture contains incurrence covenants that limit the ability of the Company and the Company's restricted subsidiaries to, among
other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur
certain liens; (iii) make restricted payments, including dividends or distributions to the Company's stockholders or repurchase
the Company's stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures;
(vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets,
or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company's assets
or those of the Company's subsidiaries on a consolidated basis; (ix) engage in certain transactions with affiliates; and (x) create
unrestricted subsidiaries. Certain of these covenants will be suspended if and for so long as the Senior Secured Notes have investment
grade ratings from any two of Moody's Investors Service, Inc., Standard & Poor's Investors Ratings Services and Fitch
Ratings, Inc. These covenants are subject to exceptions and qualifications as set forth in the Indenture.

 Inspired
Entertainment (Financing) PLC may redeem the Senior Secured Notes, in whole or in part, at any time and from time to time prior to June
1, 2023, at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium as set forth in
the Indenture and form of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Inspired Entertainment (Financing) PLC may also redeem the Senior Secured Notes, in whole or in part, at any time and from time to time
on or after June 1, 2023, at the redemption prices set forth in the Indenture and form of the Senior Secured Notes, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 1, 2023, Inspired Entertainment
(Financing) PLC may redeem up to 40% of the original aggregate principal amount of the Senior Secured Notes with the net cash proceeds
of one or more equity offerings, as described in the Indenture, at a redemption price equal to 107.875% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 1, 2023, Inspired Entertainment
(Financing) PLC may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes within each 12-month period at a redemption
price equal to 103% of the aggregate principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.

 Revolving
Credit Facility

 In
connection with the issuance of the Senior Secured Notes on May 20, 2021, the Company and certain of our direct and indirect wholly-owned
subsidiaries, entered into a Super Senior Revolving Credit Facility Agreement (the "RCF Agreement") with Global Loan Agency
Services Limited, as agent, Barclays Bank plc ("Barclays") and Macquarie Corporate Holdings Pty Limited (UK Branch) ("Macquarie
UK" and together with Barclays, the "Arrangers") as arrangers and each lender party thereto (the "Lenders"),
pursuant to which the Lenders agreed to provide, subject to certain conditions, a secured revolving facility loan in an original principal
amount of 20 million ($ 24.1 million) under which certain of our subsidiaries are able to draw funds (the "RCF Loan").
The RCF Loans will terminate on November 20, 2025.

 The
funding of the RCF Loan is subject to customary conditions set forth in the RCF Agreement. The undrawn commitment of each Lender under
the RCF Loan will automatically terminate, unless previously terminated by the Company, on October 20, 2025.

 The
RCF Loans will bear interest at a rate per annum equal to (i) SONIA for borrowings in sterling, (ii) LIBOR (or, on and after December
31, 2021, SOFR) for borrowings in dollars, or (iii) EURIBOR for borrowings in Euro, as applicable, plus, in each case, a margin (based
on the Company's consolidated senior secured net leverage ratio) ranging from 4.25 % to 4.75 % per annum. With respect to the RCF
Loan, a commitment fee of 30 % of the then applicable margin is payable at any time on any unutilized portion of the RCF Loan.

 The
RCF Agreement contains various covenants (which include restrictions regarding the incurrence of liens, the incurrence of indebtedness
by the Company's subsidiaries and fundamental changes, subject in each case to certain exceptions), representations, warranties,
limitations and events of default (which include non-payment, breach of obligations under the financing documents, cross-default, insolvency
and litigation) customary for similar facilities for similarly rated borrowers and subject to customary carve-outs and grace periods.
Following the occurrence of an event of default which has not been waived or remedied, the Lenders who represent more than 66.67 % of
total commitments under the RCF may, subject to the terms of an intercreditor agreement (which governs the relationship between the Lenders
and the holders of the Senior Secured Notes), instruct the agent to (i) accelerate the RCF Loans, (ii) instruct the security agent to
enforce the transaction security and/or (iii) exercise any other remedies available to the Lenders.

 F- 38

 NOTES

 AS

 The
RCF Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for
the relevant period ending June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024
and thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated senior
secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense,
interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly
on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF
Agreement does not include a minimum interest coverage ratio or other financial covenants.

 The
outstanding principal amount of each advance under the RCF Loans is payable on the last day of the interest period relating to such advance,
unless such advance is rolled over on a cashless basis in accordance with customary rollover provisions contained in the RCF Agreement,
with a final repayment on November 20, 2025.

 Termination
of Prior Financing

 The
Company's previous debt consisted of two tranches of senior secured term loans in a principal amount of 145.8 million ($ 175.5
million) with a cash interest rate of 8.25 % plus 3-month LIBOR and 93.1 million ($ 99.4 million) with a cash interest rate of 7.75 %
plus 3-month EURIBOR, respectively and a secured revolving facility loan in a principal amount of 20.0 million ($ 24.1 million)
with a cash interest rate on any utilization of 6.50% plus 3-month LIBOR (the "Prior Financing")..

 In
connection with the issuance of the Senior Secured Notes and the entry into the RCF Agreement, on May 20, 2021, the Prior Financing was
repaid in full and the senior facilities agreement (dated September 27, 2019, as amended and restated on June 25, 2020, (the "Prior
SFA) see below) relating to the Prior Financing was terminated. No prepayment premium applied to the repayment (although customary break
cost provisions applied). Debt fees of $ 14.4 million were expensed to the Consolidated Statements of Operations and Consolidated Income
(Loss) within Interest Expense as part of the repayment. In addition, on May 19, 2021, we terminated the interest rate swaps relating
to the Prior Financing and applicable termination fees were settled on May 20, 2021 (see Note 15).

 Senior
Facilities Agreement

 The
Company's Prior SFA (which was with Lucid Agency Services Limited, as agent, Nomura International plc and Macquarie Corporate Holdings
Pty Limited (UK Branch) as arrangers and/or bookrunners) was entered into in connection with the Company's acquisition of the Gaming
Technology Group of Novomatic UK Ltd on October 1, 2019, and, provided for, subject to certain conditions, two tranches of senior secured
term loans, in an original principal amount of 140.0 million ($ 168.6 million) and 90.0 million ($ 96.1 million), respectively
and a secured revolving facility loan in an original principal amount of 20.0 million ($ 24.1 million). The term loans, which were
funded on October 1, 2019, were used to, among other things, pay the purchase price of the NTG Acquisition and refinance the Company's
prior indebtedness.

 The
term loan for 140.0 million ($ 168.6 million) initially carried a cash interest rate of 7.25 % plus 3-month LIBOR, and the term
loan for 90.0 million ($ 96.1 million) initially carried a cash interest rate of 6.75 % plus 3-month EURIBOR. The 20.0 million
($ 24.1 million) revolving credit facility initially carried a cash interest rate on any utilization at 5.50 % plus 3-month LIBOR, with
any unutilized amount initially carrying a cash interest cost at 30 % of the applicable margin on the revolving credit facility loan.

 F- 39

 NOTES

 AS

 The
provisions from the June 2020 amendments to the Prior SFA included, among other things, (i) capitalizing certain interest payments that
fell due on April 1, 2020, (ii) resetting the applicable leverage and capital expenditure financial covenants, removing certain applicable
rating requirements, (iii) allowing the Company and its subsidiaries to incur additional indebtedness under the UK Coronavirus Large
Business Interruption Loan Scheme under a stand-alone facility, which may rank pari passu or junior to the facilities under the
Prior SFA, in an amount not exceeding 10.0 million ($ 12.0 million), (iv) removing certain applicable rating requirements, (v)
limiting the ability of the Company and its subsidiaries to incur additional indebtedness, including by reducing the amount of general
indebtedness the Company and its subsidiaries are permitted to incur and removing the ability to incur senior secured, second lien and
unsecured indebtedness in an amount not exceeding the aggregate of (A) an unlimited amount, as long as, pro forma for the utilization
of such indebtedness, the consolidated total net leverage ratio does not exceed the lower of 3.4:1 and the then applicable ratio with
respect to the consolidated total net leverage financial covenant summarized further below, plus (B) an amount equal to the greater of
 16.0 million ($19.2 million) and 25% of the consolidated pro forma EBITDA of the Company and its subsidiaries for the relevant
period (as defined, but disregarding, for the purposes of calculating the usage of such cap, any financial indebtedness applied to refinancing
other financial indebtedness, together with any related interest, fees, costs and expenses), (vi) increasing the margin applicable to
the Facilities (as defined) by 1 %, and adding an additional payment-in-kind margin of 0.75 % payable on any principal amounts outstanding
under Facility B (as defined in the Prior SFA) after September 24, 2021 (the "Relevant Date"), (vii) adding an exit fee payable
by the Company with respect to any repayment or prepayment of Facility B after the Relevant Date at the time of such repayment or prepayment
in an amount equal to 0.75 % of the principal amount of Facility B being repaid or prepaid, (viii) removing any ability to carry forward
or carry back any unused allowance under the applicable capital expenditure financial covenant and (ix) granting certain additional information
rights to the lenders under the Prior SFA, including the provision of a budget, and certain board observation rights until December 31,
2022. All other material terms of the SFA remained unchanged in all material respects.

 In
consideration for the amendments listed above, the Company agreed to pay the lenders an amendment fee equal to 1% of the Total Commitments
(as defined in the Prior SFA).The amendment fee was payable to the lenders pro rata to their commitments under the Prior SFA.

 The
modification to the Prior SFA was not considered to be substantial in accordance with Topic 470-50 and was therefore not treated as a
debt extinguishment. The amendment fees, amounting to $ 3.1 million, were associated with the modified debt instrument and were to be
amortized along with the existing unamortized debt issuance costs. Fees payable to third parties were expensed as incurred, resulting
in $ 1.0 million charged to interest expense for the year ended December 31, 2020.

 F- 40

 NOTES

 AS

 Outstanding
Debt and Finance Leases

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

of Outstanding Debt and Finance Leases

 Principal

 Unamortized
 deferred
 financing
 charge

 Book value,
 2022

 Senior bank debt

 $
 282.9

 $
 ( 5.3
)

 $
 277.6

 Finance lease liabilities

 2.2

 —

 2.2

 Total long-term debt outstanding

 285.1

 ( 5.3
)

 279.8

 Less: current portion of long-term debt

 ( 1.0
)

 —

 ( 1.0
)

 Long-term debt, excluding current portion

 $
 284.1

 $
 ( 5.3
)

 $
 278.8

 Principal

 Unamortized
 deferred
 financing
 charge

 Book value,
 2021

 Senior bank debt

 $
 316.7

 $
 ( 7.7
)

 $
 309.0

 Finance lease liabilities

 2.8

 —

 2.8

 Total long-term debt outstanding

 319.5

 ( 7.7
)

 $
 311.8

 Less: current portion of long-term debt

 ( 0.9
)

 —

 ( 0.9
)

 Long-term debt, excluding current portion

 $
 318.6

 $
 ( 7.7
)

 $
 310.9

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

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

 Schedule of Maturities of Long-term Debt

 Fiscal period:

 Senior bank
 debt

 Finance
 leases

 Total

 2023

 $
 —

 $
 1.0

 $
 1.0

 2024

 —

 0.7

 0.7

 2025

 —

 0.5

 0.5

 2026

 282.9

 —

 282.9

 2027

 —

 —

 —

 Total

 $
 282.9

 $
 2.2

 $
 285.1

 15. Derivatives and Hedging Activities

 On
January 15, 2020, the Company entered into two interest rate swaps with UBS AG designed to protect the Company against adverse fluctuations
in interest rates by reducing its exposure to variability in cash flows on a portion of the previous floating rate debt facilities. The
swaps fixed the variable interest rate of the debt facilities and provided protection over potential interest rate increases by providing
a fixed rate of interest payment in return. The interest rate swaps were for 95.0 million ($ 114.4 million) at a fixed rate of
 0.9255 % based on the 6-month LIBOR rate and for 60.0 million ($ 64.1 million) at a fixed rate of 0.102 % based on the 6-month EURIBOR
rate.

 In
connection with the issuance of the Senior Secured Notes and the entry into the RCF Agreement, on May 19, 2021, the Company terminated
its two interest rate swaps. The termination fees were settled on May 20, 2021, for 1.3 million ($ 1.9 million) and 0.1 million
($ 0.2 million), respectively.

 F- 41

 NOTES

 AS

 Hedges
of Multiple Risks

 The
Company's objectives in using interest rate derivatives were to add stability to interest and to manage its exposure to interest
rate movements. To accomplish this objective, the Company primarily used interest rate swaps as part of its interest rate risk management
strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange
for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

 For
derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in
Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged
transaction affects earnings. Amounts reported in Accumulated Other Comprehensive Income related to derivatives will be reclassified
to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company
estimates that an additional $ 0.3 million will be reclassified as an increase to interest expense.

 As
of December 31, 2022 and 2021, the Company did not have any derivatives. Losses reclassified from accumulated other comprehensive income
into interest expense in the consolidated statements of operations and income (loss) for the year ended December 31, 2022 amounted to
$ 0.7 million.

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

 Schedule of Outstanding Derivatives Designated as Cash Flow Hedges

 Rate Derivative

 of

 Instruments

 Notional

 rate swaps

 95.0
 million ($ 114.4 million) at a fixed rate of 0.9255 % based on the 6-month LIBOR rate and 60.0 million ($ 64.1 million) at a fixed
 rate of 0.102 % based on the 6 month EURIBOR rate

 F- 42

 NOTES

 AS

 The
table below presents the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the year ended
December 31, 2021.

 Schedule of Accumulated Other Comprehensive Income

 Amount of
 Gain/(Loss)
 Recognized in
 Other
 Income on Derivative

 Location of
 Gain/(Loss)
 Reclassified from
 Accumulated Other
 Income into Income

 Interest Rate Products

 $
 0.3

 Interest Expense

 $
 ( 1.5
)

 Total

 $
 0.3

 $
 ( 1.5
)

 The
table below presents the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the year ended
December 31, 2020.

 Amount of
 Gain/(Loss)
 Recognized in
 Other
 Income on Derivative

 Location of
 Gain/(Loss)
 Reclassified from
 Accumulated Other
 Income into Income

 Interest Rate Products

 $
 ( 2.9
)

 Interest Expense

 $
 ( 1.5
)

 Total

 $
 ( 2.9
)

 $
 ( 1.5
)

 The
table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations
for the year ended December 31, 2021.

 Schedule of Consolidated Statements of Operations

 Expense

 Total amounts of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value or cash flow hedges are recorded

 $
 39.8

 Gain/(loss) on cash flow hedging relationships in Subtopic 815-20

 $
 ( 1.5
)

 The
table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations
for the year ended December 31, 2020.

 Expense

 Total amounts of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value or cash flow hedges are recorded

 $
 36.1

 Gain/(loss) on cash flow hedging relationships in Subtopic 815-20

 $
 ( 1.5
)

 F- 43

 NOTES

 AS

 16. Fair Value Measurements, as restated

 Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset and liability in an orderly transaction between market participants at the measurement date.
We estimate the fair value of our assets and liabilities utilizing an established three-level hierarchy. The hierarchy is based upon
the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

 Level
 1:

 Quoted
 prices in active markets for identical assets or liabilities.

 Level
 2:

 Observable
 inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient
 volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable
 or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.
 Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as
 quoted prices that were adjusted for security-specific restrictions.

 Level
 3:

 Unobservable
 inputs that are supported by little or no market activity that are significant to the fair value of the asset or liability. Level
 3 inputs also include non-binding market consensus prices or non-binding broker quotes that are unable to be corroborated with observable
 market data.

 The
fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate.
We believe the fair value of our financial instruments approximates their recorded values.

 For
each period, derivative financial instrument assets and liabilities measured at fair value on a recurring basis are included in the financial
statements as per the table below.

 Schedule of Derivative Financial Instrument Assets and Liabilities Measured at Fair Value on Recurring Basis

 Level

 Long term receivable (included in other assets)

 $
 3.0

 $
 3.5

 F- 44

 NOTES

 AS

 The
fair value of our long-term senior debt as of December 31, 2022, was $ 261.0 million, based upon quoted prices in the marketplace, which
are considered Level 2 inputs.

 Level
3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company's
principal financial officer, who reports to the principal executive officer, determines its valuation policies and procedures. The development
and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of
the Company's Principal Financial Officer and approved by the Principal Executive Officer.

 At
December 31, 2022 and December 31, 2021, there were no Level 3 inputs, and no transfers in or out of Level 3 from other levels in the
fair value hierarchy.

Measured on a Nonrecurring Basis

that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation
of long-lived assets, goodwill and other intangible assets for impairment. The Company's estimates of fair value required it to
use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to
future circumstances that might directly impact each of the relevant asset groups' operations in the future and are therefore uncertain.
The carrying value of the assets after any impairment approximates fair value.

 In
accordance with ASC 360, Property, Plant, and Equipment, the Company assesses the carrying amount of long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. In accordance
with ASC 350, Intangibles – Goodwill and Other, the Company assesses the carrying amount of goodwill held at the reporting
units for impairment. The Company assesses the fair value of the reporting units using the income approach. Inputs used to calculate
the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the
cost of capital of a market participant.

the first quarter of 2020, the Company recorded $ 20.5 million, $ 1.3 million, and $ 0.5 million to Impairment of goodwill and intangibles
on its consolidated statement of earnings (loss) for the year ended December 31, 2020 related to the impairment of its goodwill and customer
relationships and trademarks intangible assets, respectively, to the Acquired Businesses reporting unit and Playnation asset group. See
Note 9 – Intangible Asssets and Goodwill for additional information.

 17. Stockholders' Deficit

 Preferred
Stock

 The
Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share in one or more series. The Company's
Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December
31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

 F- 45

 NOTES

 AS

 Common
Stock

 The
Company is authorized to issue 49,000,000 shares of common stock, par value $ 0.0001 per share. Holders of the Company's common
stock are entitled to one vote for each common share.

 Warrants

 As
of December 31, 2020, the Company had 19,079,130 outstanding warrants to purchase an aggregate of 9,539,565 shares of the Company's
common stock, which included 7,999,900 warrants originally issued as part of the initial public offering (the "IPO") (the
"Public Warrants") and 11,079,230 warrants issued in private placements in connection with the IPO and the Merger (the "Private
Placement Warrants"). The warrants became exercisable 30 days after the closing of the Merger and had an expiration date of December
23, 2021. Each warrant entitled its holder to purchase one-half of one share of the Company's common stock at an exercise price
of $ 11.50 per whole share. The warrants were able to be exercised only for a whole number of shares of common stock.

 As
of December 31, 2020, the warrants met the definition of a derivative under ASC 815 and were classified as a liability measured at fair
value, with changes in fair value each period reported in earnings.

the year ending December 31, 2021, (i) an aggregate of 2,651,129 shares of common stock were issued pursuant to the exercise of 5,302,258
Public Warrants and (ii) an aggregate of 1,027,836 shares of common stock were issued pursuant to the exercise (on a cashless basis)
of 9,049,230 Private Warrants. There were no warrants outstanding as of December 31, 2022 or 2021.

 18. Stock-Based Compensation

 The
Company's stock-based compensation plans authorize awards of restricted stock units ("RSUs"), stock options and other
equity-related awards. The Company's 2021 Omnibus Incentive Plan ("2021 Plan") was adopted by the Company's Board
of Directors on April 12, 2021 and approved by our stockholders on May 11, 2021. The 2021 Plan succeeds the Company's 2018 Omnibus
Incentive Plan (the "2018 Plan") such that shares subject to the 2018 Plan's unused reserve (e.g., as a result of termination
or forfeiture of awards) are instead rolled over to the 2021 Plan. The Company has two other predecessor plans, the 2016 Long-Term Incentive
Plan and the Second Long-Term Incentive Plan (collectively, the "Prior Plans"), whose available balances were terminated
in connection with approval of the 2018 Plan. Although outstanding awards under the Prior Plans remain governed by the terms of the Prior
Plans, no new awards may be granted or become available for grant under the Prior Plans.

 As
of December 31, 2022, there were (i) 1,857,036 shares subject to outstanding awards under the 2021 Plan, including 341,647 shares subject
to performance-based target awards, 232,500 shares subject to market-price vesting conditions, 311,558 shares subject to awards that
were previously subject to performance criteria that were determined to have been met for the applicable performance year which awards
continue to remain subject to a time-based vesting schedule and 259,492 shares subject to awards as to which the applicable vesting conditions
have been met which remain subject to deferred settlement; (ii) 174,964 shares subject to outstanding awards under the 2018 Plan, including
 25,000 shares subject to performance-based target awards and 124,964 shares subject to awards as to which the applicable vesting conditions
have been met which remain subject to deferred settlement; and (iii) 1,318,686 shares subject to outstanding awards under the Prior Plans
as to which the applicable vesting conditions have been met which remain subject to deferred settlement. As of December 31, 2022, there
were 1,002,805 shares available for new awards under the 2021 Plan (which includes shares rolled over from the 2018 Plan) and no shares
available for new awards under the Prior Plans. All awards outstanding as of December 31, 2022 consisted of RSUs (including time-based
RSUs, performance-based RSUs and stock price based RSUs).

 F- 46

 NOTES

 AS

 The
Company also has an employee stock purchase plan ("ESPP") that authorizes the issuance of up to an aggregate of 500,000 shares
of common stock pursuant to purchases thereunder by employees. The ESPP, which was approved by stockholders in July 2017, is administered
by the Compensation Committee which has discretion to designate the length of offering periods and other terms subject to the requirements
of the ESPP. Offerings may also be under the ESPP's subplan for UK-based employees (the "Subplan") which was adopted
in June 2022 and is designed to meet the requirements of a sharesave scheme under UK law. The terms applicable to the offerings approved
in 2022 under the ESPP and Subplan are described below. Based on enrollments in these offerings, the Company estimates that approximately
 76,000 shares will be purchased ( 4,000 shares under the ESPP and 72,000 under the Subplan).

 The
offering period approved in 2022 for the ESPP is for a period of twelve months (ending in October 2023), eligible employees may contribute
up to 10 % of base compensation, a maximum of 1,000 shares may be purchased per participant, the purchase price will be equal to 85 % of
the lower of the closing price of the common stock at the beginning of the offering period (the applicable closing price was $ 10.20)
and the end of the offering period and shares will be purchased on the last day of the offering period. Under the offering approved for
the Subplan, eligible employees may contribute a maximum amount of 350 per month through payroll deductions over a period of three
years (through October 2025), the purchase price will be equal to 85 % of the closing price of the common stock on the day prior to commencement
of the enrollment window for the offering (the applicable closing price was $ 11.53), and participants have a period of six months following
the end of the offering to elect to purchase shares or receive a refund.

 As
of December 31, 2022, a total of 467,751 shares remained available for purchase under the ESPP. A total of 7,649 shares were issued under
the ESPP in 2020 (at a purchase price of $ 3.2215 per share) and no shares were issued under the ESPP in 2021 or 2022.

 A
summary of the Company's RSU activity is as follows:

 Schedule of Restricted Stock Unit Activity

 Number of
 Shares

 Weighted Average
 Grant Date Fair

 Value Per Share

 Unvested Outstanding at January 1, 2022

 2,039,254

 $
 8.60

 Granted (1)

 543,178

 $
 14.36

 Forfeited

 ( 55,198
)

 $
 ( 11.06
)

 Vested (2)

 ( 879,690
)

 $
 ( 7.18
)

 Unvested Outstanding at December 31, 2022

 1,647,544

 $
 11.11

 (1)

 The
 RSUs that were granted during the year ended December 31, 2022 included: (a) 48,716 RSUs under the Board's compensation program
 for non-employee directors which vest during the year of grant and, at the election of the participant, may remain unsettled until
 the director leaves the Company; and (b) 450,882 RSUs under an incentive program for management and other personnel, as to which
 one-half was in the form of performance-based RSUs that are conditioned on attainment of performance criteria for fiscal year 2022
 and subject to a time-based service period through December 31, 2024 and the other one-half vests in installments through December
 31, 2024.

 (2)

 The
 RSUs that vested during the year ended December 31, 2022 included: (a) 119,492 RSUs that are
 subject to deferred settlement terms; and (b) 682,474 RSUs that were settled on a net share basis on or about December 30,
 2022, resulting in 374,546 shares being issued in and 307,928 withheld for taxes (the processing of the issuance and delivery of
 such 374,546 shares occurred partially in December 2022 (as to 42,319 shares) and partially in January 2023 (as to 332,227 shares)).

 The
Company issued a total of 543,294 shares during the year ended December 31, 2022 in net settlement of RSUs which included an aggregate
of 442,817 shares in settlement of RSUs that vested during the prior year on December 31, 2021.

 The
weighted average grant date fair value of awards granted for years ended December 31, 2022, December 31, 2021 and December 31, 2020 amounted
to $ 14.36, $ 10.15 and $ 4.13, respectively. The vesting date value of RSUs vesting for years ended December 31, 2022, December 31, 2021
and December 31, 2020 amounted to $ 10.8 million, $ 16.1 million and $ 2.5 million, respectively. There
was no income tax benefit recognized related to awards that vested during the years ended December 31, 2022, 2021, and 2020,
respectively as there is a full valuation allowance in place against the RSU scheme 's deferred
tax asset.

 Stock-based
compensation is recognized as an expense over the requisite service period, which is generally the vesting period. For performance awards
that are contingent upon the Company achieving certain pre-determined financial performance targets, compensation expense is calculated
based on the number of shares expected to vest after assessing the probability that the performance criteria will be met. Determining
the probability of achieving a performance target requires estimates and judgment. For market-based awards that are contingent upon the
Company's stock achieving certain pre-determined price targets, compensation expense is calculated based upon the determination
of the fair value of the awards as derived through multiple running of the Monte Carlo valuation model, with the fair value recognized
on a straight-line basis over the requisite service period. The requisite service period for awards to employees is generally satisfied
over a vesting period of three years (and one year for non-employee directors). The Company accounts for forfeitures as they occur. For
stock purchase rights under the Company's ESPP (including its subplan), the Company estimates fair value using the Black-Scholes
option pricing model on the dates of grant, with the compensation expense recognized over the requisite service period.

 F- 47

 NOTES

 AS

 The
Company recognized stock-based compensation expense as follows:

of Stock Based Compensation Expense

 2022

 2020

 Restricted Stock and RSUs

 $
 10.1

 $
 11.9

 $
 4.6

 Payroll taxes on vesting of RSUs

 0.7

 1.1

 0.2

 $
 10.8

 $
 13.0

 $
 4.8

 Total
unrecognized compensation expense related to unvested stock awards and unvested RSUs at December 31, 2022 amounts to $ 8.8 million and
is expected to be recognized over a weighted average period of 1.6 years.

 19. Accumulated Other Comprehensive Loss (Income), as restated

 The
accumulated balances for each classification of comprehensive loss (income) are presented below:

 Schedule of Accumulated Other Comprehensive Loss (Income)

 Foreign Currency Translation Adjustments

 Change in Fair Value of Hedging Instrument

 Unrecognized Pension Benefit Costs

 Accumulated Other Comprehensive (Income)

 Balance at January 1, 2020

 $
 ( 76.5
)

 $
 1.4

 $
 30.0

 $
 ( 45.1
)

 Change during the period

 5.7

 1.4

 7.2

 14.3

 Balance at December 31, 2020

 ( 70.8
)

 2.8

 37.2

 ( 30.8
)

 Change during the period

 ( 0.7
)

 ( 1.8
)

 ( 10.5
)

 ( 13.0
)

 Balance at December 31, 2021

 ( 71.5
)

 1.0

 26.7

 ( 43.8
)

 Change during the period

 ( 12.7
)

 ( 0.7
)

 6.4

 ( 7.0
)

 Balance at December 31, 2022

 $
 ( 84.2
)

 $
 0.3

 $
 33.1

 $
 ( 50.8
)

 Included
within accumulated other comprehensive income is an amount of $ 0.3 million relating to the change in fair value of discontinued hedging
instruments. This amount will be amortized as a charge to income over the life of the original instruments, in accordance with US GAAP.

 20. Net Income (Loss) per Share, as restated

 Basic
income/loss per share ("EPS") is computed by dividing net income/loss attributable to common stockholders by the weighted
average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted
EPS gives effect to all dilutive potential shares of common stock outstanding during the period, including stock options, restricted
stock, RSUs and warrants, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted
method, unless the inclusion would be anti-dilutive.

 The
computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were either
contingently issuable shares or because their inclusion would be anti-dilutive:

 Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share

 2022

 2020

 RSUs

 382,500

 2,039,254

 2,051,956

 Unvested Restricted Stock

 —

 —

 624,116

 Stock Warrants

 —

 —

 9,539,565

 Anti-dilutive
 securities

 382,500

 2,039,254

 12,215,637

 The
following table reconciles the numerators and denominators of the basic and diluted EPS computations for the year ended December 31,
2022. There were no reconciling items for the years ended December 31, 2021 or December 31, 2020, respectively.

of Numerators and Denominators of the Basic and Diluted EPS Computations

 Income (Numerator)

 Shares (Denominator)

 Per-Share Amount,

 Basic EPS

 Income available to common stockholders

 $
 20.6

 28,049,918

 $
 0.73

 Effect of Dilutive Securities

 RSUs

 1,042,937

 ( 0.02
)

 Diluted EPS

 Income available to common stockholders

 $
 20.6

 $
 29,092,855

 $
 0.71

 The calculation
of Basic EPS includes the effects of 1,703,142, 1,583,650 and 1,373,022 shares for the years ended December 31 2022, 2021 and 2020, respectively,
with respect to RSU awards that have vested but have not yet been issued.

 F- 48

 NOTES

 AS

 21. Repurchase of Common Stock

 On
May 10, 2022, the Board of Directors authorized the Company to use up to $ 25.0 million to repurchase Inspired common shares (such amount
being exclusive of any fees, commissions or other expenses), subject to repurchases being effected on or before May 10, 2025 (the "Share
Repurchase Program"). Management has discretion as to whether to repurchase shares of the Company.

the year ended December 31, 2022, the Company repurchased 1,067,340 shares under the Share Repurchase Program for gross payments of approximately
$ 10.4 million, which were canceled and retired during the year ended December 31, 2022. As of December 31, 2022, approximately $ 14.6
million remained available for future repurchases under the Share Repurchase Program.

 Refer
Part II, Item 5 of this report for further details regarding shares repurchased during the three months ended December 31, 2022.

 22. Other Finance (Expense) Income

 Other
finance (expense) income consisted of the following:

 Schedule of Other Finance Income (expense)

 2022

 2020

 Pension interest cost

 $
 ( 2.2
)

 $
 ( 1.7
)

 $
 ( 2.2
)

 Expected return on pension plan assets

 3.3

 2.8

 3.1

 Foreign currency translation on senior bank debt

 —

 4.6

 ( 5.6
)

 Other finance income (Costs)

 $
 1.1

 $
 5.7

 $
 ( 4.7
)

 23. Income Taxes, as restated

 The
effective tax rates for the years ended December 31, 2022, 2021 and 2020 were 9.2 %, 3.8 %
and ( 0.6 %) respectively. For the year ended December 31, 2022, the Company's effective tax rate differs from the federal
statutory rate primarily due to losses in certain jurisdictions where the Company presently has recorded a valuation allowance
against the related tax benefit as well as an inclusion for global intangible low-taxed income. For the year ended December 31,
2021, the Company's effective tax rate differs from the federal statutory rate primarily due to losses in certain
jurisdictions where the Company presently has recorded a valuation allowance against the related tax benefit and non-deductible
officer's compensation.

 The
components of earnings (loss) before income taxes on the Company's consolidated statement of operations by the United States and
foreign jurisdictions were as follows:

of Earnings (Loss) Before Income Tax

31, 2020

 United States

 $
 ( 8.1
)

 $
 ( 13.5
)

 $
 ( 14.4
)

 Foreign jurisdictions

 30.8

 ( 28.7
)

 ( 42.0
)

 Total earnings (loss) before income taxes

 $
 22.7

 $
 ( 42.2
)

 $
 ( 56.4
)

tax provision (benefit), as reflected in the Company's consolidated statement of operations, consists of the following:

of Provision for Income Taxes

31, 2020

 Current provision (benefit)

 Federal

 $
 0.7

 $
 —

 $
 —

 State

 —

 —

 —

 1.4

 ( 1.6
)

 0.4

 Total current

 $
 2.1

 $
 ( 1.6
)

 $
 0.4

 Year
 Ended

 Year
 Ended

 Year
 Ended
 December 31, 2020

 (in
 millions)

 provision (benefit)

 Federal

 $
 —

 $
 —

 $
 —

 State

 —

 —

 —

 —

 —

 —

 Total
 deferred

 $
 —

 $
 —

 $
 —

 F- 49

 NOTES

 AS

 The
differences between the federal statutory tax rate and our effective rate are reflected in the following table for the years ended December
31, 2022, 2021 and 2020:

 Schedule of Differences Between the Federal Statutory Tax Rate and our Effective Rate

 December 31, 2020

 Statutory income tax

 21.0
 %

 21.0
 %

 21.0
 %

 State taxes (net of federal)

 0.4
 %

 0.0
 %

 0.0
 %

 Non-deductible officers' compensation

 7.5
 %

 ( 4.9
)%

 0.0
 %

 Global intangible low-taxed income

 33.1
 %

 0.0
 %

 0.0
 %

 Goodwill impairment

 0.0
 %

 0.0
 %

 ( 9.0
)%

 Other permanent differences

 0.3
 %

 ( 2.2
)%

 ( 2.8
)%

 Effect of rates different than statutory

 ( 2.2
)%

 ( 0.7
)%

 0.3
 %

 Non-creditable withholding taxes

 4.7
 %

 0.0
 %

 0.0
 %

 Foreign tax true ups

 ( 0.1
)%

 4.2
 %

 0.1
 %

 Research and development tax credits

 ( 1.2
)%

 0.3
 %

 0.0
 %

 Change in valuation allowance

 ( 54.3
)%

 ( 13.9
)%

 ( 10.2
)%

 Effective income tax rate

 9.2
 %

 3.8
 %

 ( 0.6
)%

 The
net deferred tax assets and liabilities arising from temporary differences are as follows:

of Deferred Tax Assets and Liabilities

 $
 52.3

 $
 71.4

 Net operating losses

 23.4

 30.9

 Other temporary differences

 2.5

 1.8

 Intangible Assets

 4.8

 5.0

 Right of Use Liability

 4.1

 5.1

 Total gross deferred tax assets

 87.1

 114.2

 Valuation allowance balance

 ( 83.1
)

 ( 109.2
)

 Gross deferred tax assets

 4.0

 5.0

 Intangible assets

 —

 —

 Other temporary differences

 —

 —

 Right of Use Asset

 ( 4.0
)

 ( 5.0
)

 Gross deferred tax liabilities

 ( 4.0
)

 ( 5.0
)

 Net deferred tax assets

 $
 —

 $
 —

in the valuation allowance are as follows:

 Schedule of Changes in the Valuation Allowance

 Beginning balance

 $
 109.2

 $
 79.8

 (Decrease) increase

 ( 26.1
)

 29.4

 Reversal of allowance

 —

 —

 Ending balance

 $
 83.1

 $
 109.2

 As
of December 31, 2022 and 2021, the Company has $ 3.8 million and $ 36.6 million, respectively, of gross federal net operating loss carry
forwards, these losses have an unlimited carry forward. The cumulative state net operating losses as of December 31, 2022 are $ 58.4 million,
which begin to expire in 2026. The utilization of both the Company's federal and state net operating losses may be subject to a
limitation in the future due to the "change of ownership provisions" under Section 382 of the Internal Revenue Code. As of
December 31, 2022, the Company has not had an ownership change under Section 382.

 As
of December 31, 2022 and 2021, the Company also has gross net operating losses in foreign jurisdictions, primarily the United Kingdom,
totaling $ 82.2 million and $ 84.7 million, respectively. The majority of these net operating losses have an unlimited carry forward period.

 The
Company recorded a valuation allowance against all of our deferred tax assets as of both December 31, 2022, and December 31, 2021. We
intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the
reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe
that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us
to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance
would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.
However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability
that we are able to actually achieve. The valuation allowance we recorded as of December 31, 2022 and December 31, 2021 was $ 83.1 million
and $ 109.2 million, respectively.

 The
Company has not recognized deferred tax liabilities in respect of unremitted earnings that are considered indefinitely reinvested in
foreign subsidiaries. We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been previously
taxed because we intend to invest such undistributed earnings indefinitely outside of the United States.

 Currently,
there are no federal, state or foreign jurisdiction tax audits pending. The Company's corporate federal and state tax returns from
2019 to 2021 remain subject to examination by tax authorities and the Company's foreign tax returns from 2014 to 2021 remain subject
to examination by tax authorities.

 In
accordance with ASC 740, the Company has evaluated its tax positions to determine if there are any uncertain tax positions. As of December
31, 2021 and 2022, the Company has no unrecognized tax benefits for uncertain tax positions and has no accrued interest or penalties
related to uncertain tax positions. The Company does not anticipate any material change in the total amount of unrecognized tax benefits
will occur within the next twelve months.

 F- 50

 NOTES

 AS

 24. Related Parties

 Macquarie
Corporate Holdings Pty Limited (UK Branch) ("Macquarie UK"), (an arranger and lending party under our RCF Agreement), and
Macquarie Capital (Europe) Limited ("Macquarie EUR"), (an arranger and initial purchaser of our Senior Secured Notes), are
affiliates of MIHI LLC, which beneficially owned approximately 11.7 % of our common stock as of December 31, 2022, and 11.4 % of our common
stock as of December 31, 2021. Macquarie UK was also one of the lending parties with respect to the Prior Financing and its associated
revolving credit facility. Macquarie UK did not hold any of the Company's aggregate senior debt at December 31, 2022 or December
31, 2021. Interest expense payable to Macquarie UK for the years ended December 31, 2022, 2021 and 2020 amounted to $ 0.0 million, $ 0.9
million and $ 2.2 million, respectively. In addition, Macquarie EUR received $ 0.6 million of $ 5.5 million of fees paid in connection with
the issuance of the Senior Secured Notes and the RCF in the year ended December 31, 2021, and Macquarie UK received $ 0.3 million of a
total $ 3.1 million of amendment fees paid with respect to the Prior Financing in the year ended December 31, 2020. MIHI LLC is also a
party to a stockholders agreement with the Company and other stockholders, dated December 23, 2016, pursuant to which, subject to certain
conditions, MIHI LLC, jointly with Hydra Industries Sponsor LLC, are permitted to designate two directors to be nominated for election
as directors of the Company at any annual or special meeting of stockholders at which directors are to be elected, until such time as
MIHI LLC and Hydra Industries Sponsor LLC in the aggregate hold less than 5 % of the outstanding shares of the Company.

 HG
Vora Special Opportunities Master Fund Limited ("HG Vora") (a purchaser of our Senior Secured Notes issued on May 20, 2021)
was a significant stockholder until October 12, 2021. Interest expense payable to HG Vora while a related party for the year ended December
31, 2021 amounted to $ 1.7 million.

 On
December 31, 2021, the Company entered into a consultancy agreement with Richard Weil, the brother of A. Lorne Weil, our Executive Chairman,
under which he received a success fee in the amount of $ 0.1 million for services he provided in connection with our acquisition of Sportech
Lotteries, LLC. The success fee was paid during the year ended December 31, 2022. Under the agreement, as extended in November 2022,
he will provide consulting services relating to the lottery in the Dominican Republic through to June 30, 2023 at a rate of $ 10,000 per
month and, with respect to such services, the aggregate amount incurred by the Company in consulting fees for the year ended December
31, 2022 was $ 0.1 million.

 We
incurred certain offering expenses in connection with an underwritten public offering of shares held by a significant stockholder, the
Landgame Trust, which closed on June 1, 2021, as to which our expenses were reimbursed by the stockholder. For the year ended December
31, 2021, the aggregate amount invoiced for reimbursement was $ 0.2 million. The stockholder sold an aggregate of 6,217,628 shares in
the offering (including 810,995 shares subject to an over-allotment option that was exercised in full) at an offering price of $ 9.25
per share, less underwriting discounts and commissions of $ 0.4625 per share. One of the participating underwriters in the offering was
Macquarie Capital (USA) Inc., an affiliate of MIHI LLC (see paragraph above), pursuant to which it purchased 870,468 of the shares including
 113,539 shares subject to the over-allotment option.

 The
Company held a 40 % non-controlling equity interest in Innov8 Gaming Limited ("Innov8") from October 2019 until April 2020
when the Company disposed of its interest. Revenue earned from Innov8 while a related party for the year ended December 31, 2020 amounted
to $ 0.6 million and purchases from Innov8 while a related party for the year ended December 31, 2020 amounted to $ 0.2 million. The value
of the investment was impaired by $ 0.7 million to $ Nil in March 2020 prior to disposal.

 25. Leases, as restated

 The
Company as Lessee

 The
Company is party to operating leases with third parties with respect to various real estate and vehicle assets. Both real estate and
vehicle leases typically include a lease (of the property or vehicle) and a non-lease (provision of services) component which are accounted
for separately. Payment terms are typically fixed, however, certain leases may contain various provisions for increases in rental rates
based either on changes in a specific price index (such as the published Consumer Price Index CPI), a predetermined escalation schedule
or rate, or as a percentage of sales. Such variable lease payments are recognized as lease expense as they are incurred. We initially
measure the present value of the lease payments using the index at the lease commencement date. Additional payments based on the future
subsequent change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate
taxes and insurance, are recorded when incurred as variable payments.

 The
lease term begins on the commencement date, which is the date the Company takes possession of the property. The Company's lease
terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis,
and the ROU assets and lease liabilities are adjusted when it is reasonably certain that the option to extend or terminate will be exercised.
The lease term is used to determine lease classification as an operating or finance lease and is used to calculate straight-line expense
for operating leases. The operating leases have remaining terms of 1 to 10 years.

the years to December 31, 2021 and 2020, certain concessions were granted with respect to the Company's operating leases in light
of Covid-19. These took the form of lease extensions, where nothing was paid for a period of time with that same period of time and payments
added onto the lease at the end, payment holidays, where payments were deferred until a later date, but with no lease extension, and
discounted payments, where payments were reduced and not repaid either at a later date or through lease extensions. The Company elected
to use the practical expedient granted by the FASB and account for the concessions as if they were part of the enforceable rights and
obligations of the parties under the existing lease contract for all affected operating leases. Lease extensions and discounted payments
were accounted using the 'cash basis' approach, with the lease liability and right-of-use asset continuing to be accounted
for as if payments were still being made under the original terms of the lease. Payment holidays were accounted for using the 'remeasurement
consistent with resolving a contingency' approach, which involved remeasuring the liability and the right-of-use asset and continuing
to recognize the total cost of the lease on a straight line basis over the period to which it relates.

 F- 51

 NOTES

 AS

 The
Company is also party to finance leases with third parties with respect to gaming machines. The leases have remaining terms of between
 24 and 36 months.

 The
components of lease expense were as follows:

of Lease Expense

 2020

 Finance lease costs:

 $
 0.9

 $
 0.5

 $
 0.1

 0.2

 0.2

 0.1

 Operating lease costs

 5.8

 6.4

 5.8

 Short-term lease costs

 1.2

 1.3

 1.5

 Variable lease costs

 2.5

 1.0

 0.1

 Total

 $
 10.6

 $
 9.4

 $
 7.6

 Weighted average remaining lease term – finance leases

 29.8 months

 39.1 months

 Weighted average remaining lease term – operating leases

 68.1 months

 74.0 months

 Weighted average discount rate – finance leases

 9.0
 %

 8.9
 %

 Weighted average discount rate – operating leases

 8.7
 %

 8.6
 %

leased under finance leases had a cost of $ 2.3 million and $ 4.2 million at December 31, 2022 and 2021, respectively, and accumulated
depreciation associated with these assets was $ 1.2 million and $ 0.6 million at December 31, 2022 and 2021, respectively.

 Future
minimum finance lease payments as of December 31, 2022 were as follows:

of Future Minimum Finance Lease Payments

 Year ending December 31, (in millions)

 2023

 $
 1.2

 2024

 0.9

 2025

 0.5

 2026

 —

 2027

 —

 Thereafter

 —

 Total future minimum lease payments

 2.6

 Less: imputed interest

 ( 0.4
)

 Total

 $
 2.2

 Future
minimum operating lease payments as of December 31, 2022 were as follows:

of Future Minimum Operating Lease Payments

 Year ending December 31, (in millions)

 2023

 $
 4.6

 2024

 4.2

 2025

 3.1

 2026

 2.6

 2027

 1.3

 Thereafter

 5.9

 Total future minimum lease payments

 21.7

 Less: imputed interest

 ( 5.5
)

 Total

 $
 16.2

 The
Company as Lessor

of our arrangements include leases for equipment installed at customer locations. As the lessor, we combine lease and non-lease components
for all classes of underlying assets in arrangements that involve operating leases. The single combined component is accounted for under
ASC 606, Revenue from Contracts with Customers based on the consideration that the non-lease components are the predominant items
in the arrangements. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease
component based on relative standalone selling price. The lease component is accounted for under ASC 842, Leases and the non-lease
component is accounted for under ASC 606.

 Lease
income from operating leases and from sales type leases is not material for any of the years presented.

 F- 52

 NOTES

 AS

 26. Commitments and Contingencies

 Employment
Agreements

 We
are party to employment agreements with our executive officers and other employees of the Company and our subsidiaries which contain,
among other terms, provisions relating to severance and notice requirements.

 Legal
Matters

 From
time to time, the Company may become involved in lawsuits and legal matters arising in the ordinary course of business. While the Company
believes that, currently, it has no such matters that are material, there can be no assurance that existing or new matters arising in
the ordinary course of business will not have a material adverse effect on the Company's business, financial condition or results
of operations.

 27. Pension Plan, as restated

 We
operate a defined contribution plan in the US and both defined benefit and defined contribution pension schemes in the UK. The defined
contribution scheme assets are held separately from those of the Company in an independently administered fund. The defined contribution
pension cost charge represents contributions payable by the Company and amounted to $ 2.9 million, $ 2.4 million and $ 2.3 million for the
year ended December 31, 2022, 2021 and 2020, respectively. Contributions totaling $ 1.2 million and $ 0.8 million were payable to the fund
as at December 31, 2022 and 2021, respectively.

 The
defined benefit scheme has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the
Company for the entire financial statement periods presented in these consolidated financial statements. Retirement benefits are generally
based on a portion of an employee's pensionable earnings during years prior to 2010.

 The
latest triennial actuarial valuation of the scheme as at March 31, 2021 was finalized in June 2022. The actuarial valuation revealed
that the statutory funding objective was not met, i.e. there were insufficient assets to cover the Scheme's Technical Provisions
and there was a funding shortfall of 8.2 million ($ 9.9 million) at the valuation date. Under the Recovery Plan and Schedule of
Contributions agreed between the Trustee and the Company on June 28, 2022, it was agreed that the shortfall will be met by contributions
of 0.9 million ($1.1 million) for each the years ended December 31 2021, 2022, 2023 and 2024, of 0.7 million ($0.8 million)
for the year ended December 31, 2025 and of 0.5 million ($0.6 million) for the period January 1, 2026 to October 31, 2026. The
Company will also make expense contributions of 0.3 million ($ 0.4 million) per annum for the period covered by the Recovery Plan
and Schedule of Contributions.

 F- 53

 NOTES

 AS

 The
trustee has made an allowance for the pension scheme liability profile when deciding the investment strategy of the pension scheme. Since
the pension scheme is closed to new entrants and ceased future accrual with effect from March 31, 2010, it has continued to mature gradually.
Therefore, the trustee reviews the investment strategy regularly to check whether any changes are needed. When considering the investment
strategy, the trustee has taken into account the effect of any possible increases in the deficit reduction contributions on the financial
position of the Company, and the extent to which the Company will be able to bear these changes.

 The
scheme's investment policy is to maximize long-term financial return commensurate with security and minimizing risk, with an objective
of achieving a return of around 3% per annum above the return on UK Government bonds. This is achieved by holding a portfolio of marketable
investments that avoids over-concentration of investment and spreads assets both over industries and geographies. In setting investment
strategy, the trustees considered the lowest risk strategy that they could adopt in relation to the scheme's liabilities and designed
an asset allocation to achieve a higher return while maintaining a cautious approach to meeting the scheme's liabilities. The trustees
undertake periodic reviews of the investment strategy and take advice from their investment advisors. They consider a full range of asset
classes, the risks and rewards of a range of alternative asset allocation strategies, the suitability of each asset class and the need
for appropriate diversification. The current strategy is to hold 12% in a diversified growth fund, 24% in diversified credit, 18% in
a equity-linked liability-driven investment funds, 6% in credit-linked liability-driven investment funds and 40% in a buy-in policy.

 The
Company recognizes gains or losses on pension settlements if the cost of the settlements exceeds the sum of service and interest cost
for the year. Lump-sum settlements are monitored at the end of every quarter to determine whether settlement amounts have exceeded the
defined thresholds. In instances where the Company determines that it is probable that the lump settlements could exceed the sum of interest
and service cost for the year, the Company accounts for the settlements as they occur.

 Our
pension benefit costs are calculated using various actuarial assumptions and methodologies. These assumptions include discount rates,
inflation, expected returns on plan assets, mortality rates and other factors. The assumptions used in recording the obligations under
our plans represent our best estimates, and we believe that they are reasonable, based on information as to historical experience and
performance as well as other factors that might cause future expectations to differ from past trends. Differences in actual experience
or changes in assumptions may affect our pension obligations and future expense. The principal factors contributing to actuarial gains
and losses each year are (1) changes in the discount rate used to value pension benefit obligations as of the measurement date and (2)
differences between the expected and the actual return on plan assets.

 Our
valuation methodologies used for pension assets measured at fair value are as follows. There have been no changes in the methodologies
used at December 31, 2022 and December 31, 2021.

 The
diversified fund is valued at fair value by using the net asset value ("NAV") of shares held by the plan at the year end.
The NAV of the diversified fund is not publicly quoted. The majority of the underlying securities have observable Level 1 or 2 pricing
inputs, including quoted prices for similar assets in active or non-active markets.. ASC 820 states that where NAV is allowed to be used
as an estimate of fair value, if the reporting entity has the ability to redeem its investment at NAV as of the measurement date, that
investment shall be categorized as a Level II fair value measurement. If the investment cannot be redeemed at the measurement date, but
may be redeemable in the future, but at an uncertain date, the investment shall be categorized as a Level 3 fair value measurement.

 As
of December 31, 2022 and December 31, 2021, the diversified fund was redeemable at NAV as of the measurement dates.

 With
respect to the buy-in contract, it was agreed during the year ended September 27, 2014, that 281 pensioners of the plan would be insured
by means of a pensioner buy-in. The pensioner buy-in contract is similar to an annuity contract, which matches cash flows with future
benefit payments for a specific group of pensioners, with the obligation remaining with the plan. The liabilities and assets in respect
of insured pensioners are assumed to match for the purposes of ASC 715, Pensions - Retirement Benefits, disclosures (i.e. the full benefits
have been insured). The approach adopted has therefore been to include within the total value of assets, an amount equal to the fair
value of the buy-in assets and to set the buy-in portion of the total liability (pension benefit obligation) equal to the fair value
of the buy-in based on the actuarial assumptions adopted for ASC 715 purposes at each measurement date. The buy-in contract is valued
on an insurer pricing basis, reflecting assumptions on the purchase price adjusted for changes in discount rates and other actuarial
assumptions, which approximates fair value and is, therefore, classified as Level 3.

 F- 54

 NOTES

 AS

 The
following table sets forth the combined funded status of the pension plans and their reconciliation to the related amounts recognized
in our consolidated financial statements at the respective measurement dates:

 Schedule of Pension Plans and their Reconciliation

 Change in benefit obligation:

 Benefit obligation at beginning of period

 $
 122.7

 $
 134.6

 Interest cost

 2.2

 1.7

 Actuarial (gain) loss

 ( 39.0
)

 ( 8.6
)

 Benefits paid

 ( 3.5
)

 ( 3.5
)

 ( 11.2
)

 ( 1.5
)

 Benefit obligation at end of period

 $
 71.2

 $
 122.7

 Change in plan assets:

 Fair value of plan assets at beginning of period

 $
 125.7

 $
 125.5

 Actual (loss) gain on plan assets

 ( 42.4
)

 3.8

 Employer contributions

 1.4

 1.5

 Benefits paid

 ( 3.5
)

 ( 3.5
)

 ( 12.1
)

 ( 1.6
)

 Fair value of assets at end of period

 $
 69.1

 $
 125.7

 Amount recognized in the consolidated balance sheets:

 (Unfunded) Overfunded status (non-current)

 $
 ( 2.1
)

 $
 3.0

 Net amount recognized

 $
 ( 2.1
)

 $
 3.0

 The
following table presents the components of our net periodic pension (benefit) cost:

 Schedule of Defined Benefit Plans

 2020

 Components of net periodic pension (benefit) cost:

 Interest cost

 $
 2.2

 $
 1.7

 $
 2.2

 Expected return on plan assets

 ( 3.3
)

 ( 2.8
)

 ( 3.1
)

 Amortization of net loss

 0.5

 0.9

 0.6

 Net periodic (benefit) cost

 $
 ( 0.6
)

 $
 ( 0.2
)

 $
 ( 0.3
)

 The
accumulated benefit obligation for all defined benefit pension plans was $ 71.2 million and $ 122.7 million as of December 31, 2022 and
December 31, 2021, respectively. The (underfunded) overfunded status of our defined benefit pension plans recorded as a (liability) asset
in our consolidated balance sheets as of December 31, 2022 and December 31, 2021 was $ ( 2.1) million and $ 3.0 million, respectively.

 The
estimated net loss, net transition asset (obligation) and prior service cost for the plan that will be amortized from accumulated other
comprehensive income into net periodic pension cost over the next fiscal year are $ 0.9 million, $ nil and $ nil, respectively.

 The
fair value of the plan assets at December 31, 2022 by asset category is presented below:

of Fair Value of Plan Assets

 Level 1

 Level 2

 Level 3

 Total

 Diversified fund

 $
 —

 $
 40.7

 $
 —

 $
 40.7

 Buy-in contract

 —

 —

 28.1

 28.1

 Cash and other current assets

 0.3

 —

 —

 0.3

 Total

 $
 0.3

 $
 40.7

 $
 28.1

 $
 69.1

 F- 55

 NOTES

 AS

 The
fair value of the plan assets at December 31, 2021 by asset category is presented below:

 Level 1

 Level 2

 Level 3

 Total

 Diversified fund

 $
 —

 $
 79.1

 $
 —

 $
 79.1

 Buy-in contract

 —

 —

 46.1

 46.1

 Cash

 0.5

 —

 —

 0.5

 Total

 $
 0.5

 $
 79.1

 $
 46.1

 $
 125.7

 The
table below presents the weighted-average actuarial assumptions used to determine the benefit obligation and net periodic benefit cost
for the Plan.

of Benefit Obligation and Net Periodic Benefit Cost for Plan

 Discount rate

 5.00
 %

 2.00
 %

 Expected return on assets

 5.70
 %

 3.00
 %

 RPI inflation

 3.13
 %

 3.25
 %

 CPI inflation – pre 2030

 2.13
 %

 2.25
 %

 CPI inflation – post 2030

 2.93
 %

 3.05
 %

 Pension increases – pre-2006 service

 2.90
 %

 3.15
 %

 Pension increases – post-2006 service

 1.89
 %

 2.20
 %

 Pension increases – post 1988 GMP – pre 2030

 1.83
 %

 2.10
 %

 Pension increases – post 1988 GMP – post 2030

 2.21
 %

 2.60
 %

 The
following benefit payments are expected to be paid:

of Benefit Payments are Expected to Be Paid

 2023

 $
 3.2

 2024

 $
 2.8

 2025

 $
 3.2

 2026

 $
 3.3

 2027

 $
 3.6

 2028 to 2032

 $
 20.5

 28. Segment Reporting and Geographic Information, as restated

segments are identified as components of an enterprise for which separate and discrete financial information is available and is used
by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance.
The Company's chief decision-maker is the Office of the Executive Chairman.

 The
Company's chief decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information
about revenue and operating profit by reporting unit. This information is used for purposes of allocating resources and evaluating financial
performance.

 The
Company operates its business along four operating segments, which are segregated on the basis of revenue stream: Gaming, Virtual Sports,
Interactive and Leisure. The Company believes this method of segment reporting reflects both the way its business segments are managed
and the way the performance of each segment is evaluated.

 The
accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies."

 F- 56

 NOTES

 AS

 The
following tables present revenue, cost of sales, excluding depreciation and amortization, selling, general and administrative expenses,
depreciation and amortization, stock-based compensation expense and acquisition related transaction expenses, operating profit/(loss),
total assets and total capital expenditures for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively,
by business segment. Certain unallocated corporate function costs have not been allocated to the Company's reportable operating
segments because these costs are not allocable and to do so would not be practical. Corporate function costs consist primarily of selling,
general and administrative expenses, depreciation and amortization, capital expenditures, right of use assets, cash, prepaid expenses
and property and equipment and software development costs relating to corporate/shared functions. All acquisition and integration related
transaction expenses are allocated as corporate function costs.

 Schedule of Segment Reporting Information by Segment

 Year
Ended December 31, 2022

 Sports

 Functions

 Total

 $
 80.4

 $
 54.2

 $
 20.6

 $
 93.2

 $
 —

 $
 248.4

 Product sales

 30.9

 —

 —

 2.3

 —

 33.2

 111.3

 54.2

 20.6

 95.5

 —

 281.6

 Cost of sales, excluding depreciation and amortization:

 ( 23.7
)

 ( 1.8
)

 ( 1.3
)

 ( 44.6
)

 —

 ( 71.4
)

 ( 20.4
)

 —

 —

 ( 1.5
)

 —

 ( 21.9
)

 ( 23.8
)

 ( 8.0
)

 ( 8.0
)

 ( 25.4
)

 ( 25.9
)

 ( 91.1
)

 ( 1.6
)

 ( 0.7
)

 ( 0.7
)

 ( 0.6
)

 ( 7.2
)

 ( 10.8
)

 —

 —

 —

 —

 ( 0.5
)

 ( 0.5
)

 ( 19.6
)

 ( 2.7
)

 ( 2.0
)

 ( 13.5
)

 ( 2.1
)

 ( 39.9
)

 Segment operating income (loss)

 22.2

 41.0

 8.6

 9.9

 ( 35.7
)

 46.0

 Net operating income

 $
 46.0

 Total assets at December 31, 2022

 $
 104.3

 $
 56.6

 $
 12.0

 $
 68.3

 $
 46.0

 $
 287.2

 Total goodwill at beginning of period (1)

 $
 13.0

 47.2

 2.0

 20.5

 —

 82.7

 Accumulated goodwill impairment losses (2)

 —

 —

 —

)

 —

)

 Total goodwill at beginning of period, net

 13.0

 47.2

 2.0

 —

 —

 62.2

 ( 1.4
)

 ( 5.1
)

 ( 0.2
)

 —

 —

 ( 6.7
)

 Total goodwill at December 31, 2022, net

 $
 11.6

 $
 42.1

 $
 1.8

 $
 —

 $
 —

 $
 55.5

 Total capital expenditures for the year ended December 31, 2022

 $
 13.1

 $
 1.7

 $
 3.2

 $
 10.9

 $
 3.6

 $
 32.5

 Year
Ended December 31, 2021

 Sports

 Functions

 Total

 $
 58.8

 $
 35.0

 $
 20.7

 $
 65.7

 $
 —

 $
 180.2

 Product sales

 22.6

 —

 —

 3.0

 —

 25.6

 81.4

 35.0

 20.7

 68.7

 —

 205.8

 Cost of sales, excluding depreciation and amortization:

 ( 17.3
)

 ( 1.2
)

 ( 1.8
)

 ( 31.5
)

 —

 ( 51.8
)

 ( 15.0
)

 —

 —

 ( 2.8
)

 —

 ( 17.8
)

)

 ( 7.7
)

 ( 6.8
)

 ( 19.5
)

 ( 20.9
)

 ( 77.3
)

 ( 1.8
)

 ( 0.8
)

 ( 0.6
)

 ( 0.6
)

 ( 9.2
)

 ( 13.0
)

 —

 —

 —

 —

 ( 1.6
)

 ( 1.6
)

 ( 24.6
)

 ( 3.8
)

 ( 2.7
)

 ( 15.9
)

 ( 1.8
)

 ( 48.8
)

 Segment operating income (loss)

 0.3

 21.5

 8.8

 ( 1.6
)

 ( 33.5
)

 ( 4.5
)

 Net operating loss

 $
 ( 4.5
)

 Total assets at December 31, 2021

 $
 95.9

 $
 59.1

 $
 9.3

 $
 72.5

 $
 71.9

 $
 308.7

 Total goodwill at beginning of period (1)

 $
 13.2

 $
 47.8

 $
 2.0

 $
 20.5

 $
 —

 $
 83.5

 Accumulated goodwill impairment losses (2)

 —

 —

 —

)

 —

)

 Total goodwill at beginning of period, net

 13.2

 47.8

 2.0

 —

 —

 63.0

 ( 0.2
)

 ( 0.6
)

 —

 —

 —

 ( 0.8
)

 Total goodwill at December 31, 2021, net

 $
 13.0

 $
 47.2

 $
 2.0

 $
 —

 —

 $
 62.2

 Total capital expenditures for the year ended December 31, 2021

 $
 8.7

 $
 2.1

 $
 2.4

 $
 8.8

 $
 1.4

 $
 23.4

 F- 57

 NOTES

 AS

 Year
Ended December 31, 2020

 Sports

 Functions

 Total

 $
 92.2

 $
 31.4

 $
 12.2

 $
 40.8

 $
 —

 $
 176.6

 Product sales

 18.9

 —

 —

 2.8

 —

 21.7

 111.1

 31.4

 12.2

 43.6

 —

 198.3

 Cost of sales, excluding depreciation and amortization:

 ( 21.9
)

 ( 2.2
)

 ( 1.5
)

 ( 20.3
)

 —

 ( 45.9
)

 ( 13.0
)

 —

 —

 ( 2.0
)

 —

 ( 15.0
)

 ( 16.9
)

 ( 5.4
)

 ( 4.0
)

 ( 20.1
)

 ( 21.2
)

 ( 67.6
)

 ( 0.8
)

 ( 0.4
)

 ( 0.3
)

 ( 0.1
)

 ( 3.2
)

 ( 4.8
)

 —

 —

 —

 —

 ( 7.0
)

 ( 7.0
)

 ( 29.5
)

 ( 3.9
)

 ( 1.6
)

 ( 16.8
)

 ( 1.8
)

 ( 53.6
)

 Impairment of goodwill and other intangible assets

 —

 —

 —

)

 —

)

 Segment operating income (loss)

 29.0

 19.5

 4.8

 ( 38.1
)

 ( 33.2
)

 ( 18.0
)

 Net operating loss

 $
 ( 18.0
)

 Total capital expenditures for the year ended December 31, 2020

 $
 5.9

 $
 3.1

 $
 1.5

 $
 8.7

 $
 4.9

 $
 24.1

 (1)
 As
 a result of the October 1, 2019 acquisition of the Acquired Businesses, the Company recognized
 26.1 million of Goodwill from the completion of the acquisition. In accordance with
 ASC 350-20, Intangibles—Goodwill and Other—Goodwill, we assessed the synergies
 that were expected at the time of acquisition and reallocated 9.6 million and 1.4
 million of goodwill from the Acquired Businesses reporting unit to Server Based Gaming and
 Interactive reporting units, respectively.

 (2)
 the first quarter of 2020, as a result of a triggering event caused by the impacts of the
 COVID-19 pandemic, we completed a qualitative and quantitative impairment analysis and determined
 that goodwill within the Acquired Businesses (now Leisure) reporting unit was fully impaired.
 Refer to Note 9, "Intangible Assets and Goodwill" for more information.

 Geographic

 Geographic
information for revenue is set forth below:

 Schedule of Geographic Information

 2022

 2020

 UK

 $
 208.6

 $
 148.6

 $
 151.9

 Greece

 22.4

 18.2

 16.8

 Rest of world

 50.6

 39.0

 29.6

 Total

 $
 281.6

 $
 205.8

 $
 198.3

 Total
 revenue

 $
 281.6

 $
 205.8

 $
 198.3

 UK
revenue includes revenue from customers headquartered in the UK, but whose revenue is generated globally.

 Geographic
information of our non-current assets excluding goodwill is set forth below:

 UK

 $
 82.7

 $
 91.4

 Greece

 5.8

 11.7

 Rest of world

 16.3

 19.3

 Total

 $
 104.8

 $
 122.4

 Total
 non- current assets excluding goodwill

 $
 104.8

 $
 122.4

 Software
development costs are included as attributable to the market in which they are utilized.

 29. Customer Concentration, as restated

the year ended December 31, 2022, one customer represented at least 10% of revenues, accounting for 13 % of the Company's revenues.
This customer was served by the Virtual Sports and Interactive segments. During the year ended December 31, 2021, no customers represented
at least 10 % of revenues. During the year ended December 31, 2020, one customer represented at least 10% of revenues, accounting for
 21 % of the Company's revenues. This customer was served by the Gaming, Virtual Sports and Interactive segments.

 At
December 31, 2022, there was one customer that represented at least 10% of the Company's accounts receivable, accounting for 24 %
of the Company's accounts receivable. At December, 2021, there were no customers that represented at least 10 % of the Company's
accounts receivable.

 30. Subsequent Events

 The
Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements
were issued. The Company did not identify subsequent events that would have required adjustment or disclosure in the consolidated financial
statements.

 F- 58

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

of Prior Period Financial Statements

 As
previously reported by the Company in a Form 8-K filed with the SEC on November 8, 2023, the Audit Committee (the "Audit Committee")
of the Board of Directors of the Company, in consultation with the Company's management, determined that the Company's previously
issued audited consolidated financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended
December 31, 2022 and associated reports of the Company's independent registered public accounting firm included in the Company's
Annual Report on Form 10-K as well as the Company's previously issued unaudited condensed consolidated financial statements during
those years, as well as for the first and second quarters of 2023 included in the Company's Quarterly Reports on Form 10-Q (the
"Subject Periods") contained accounting errors relating to compliance with U.S. GAAP. The errors related primarily to the
application of the relevant accounting standards to projects, including the categories of projects available for capitalization, the
types of costs eligible for capitalization and the timing of capitalization with respect to software development projects. Additional
significant errors in the application of accounting were identified for goodwill and intangible assets, costs to fulfill and obtain a
contract, revenue, pensions, inventory, leases and basic and diluted EPS. As a result of these errors, the Audit Committee determined
that the Company's consolidated financial statements for the Subject Periods should no longer be relied upon and should be restated.
Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications
of the Company describing the Company's financial results or other financial information relating to the Subject Periods should
no longer be relied upon. Additionally, the reports of Marcum LLP, the Company's independent registered public accounting firm,
on the Company's consolidated financial statements for 2022 and 2021 likewise should no longer be relied upon.

 Evaluation
of Disclosure Controls and Procedures.

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Executive Chairman
and our Chief Financial Officer (together, the "Certifying Officers"), or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including
our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Certifying Officers concluded
that the Company's disclosure controls and procedures at December 31, 2022 were not effective, due to the material weaknesses described
below.

 In
light of these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were
prepared in accordance with U.S. generally accepted accounting principles.

believes that the consolidated financial statements as of as of December 31, 2022 and 2021, and for each of the three years in the period
ended December 31, 2022, and related notes, as restated, thereto included in this Annual Report on Form 10-K/A fairly present, in all
material aspects, the Company's financial condition, results of operations and cash flows for the periods presented and restated.

 Management's
Report on Internal Control Over Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 ("SOX")

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Insofar as the Company
is subject to Section 404(b) of SOX, this Annual Report on Form 10-K/A includes an opinion by our external auditors on the effectiveness
of our internal control over financial reporting at December 31, 2022 in addition to management's assessment of the effectiveness
of internal control over financial reporting under the requirements of Section 404(a) of SOX. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated
financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes
those policies and procedures that:

 (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of our Company;

 (2)
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements
in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and

 (3)
provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets
that could have a material effect on the consolidated financial statements.

 Internal
control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate.

has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022 based on the
criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on that assessment, our internal control over financial reporting at December 31, 2022 was not effective, based upon the material
weaknesses discussed below.

 A
material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected
and corrected on a timely basis.

 Remediation
effort of Previously Reported Material Weakness

 As
previously disclosed in Item 9A of our Annual Report on Form10-K for the year ended December 31, 2021, management identified a material
weakness in internal control over financial reporting relating to an ineffective risk assessment and response process (the "Risk
Assessment and Response Material Weakness"). Namely, the Company had not established an effective control environment due to the
ineffective design and implementation of management review controls. These controls pertain to approval processes of accounting estimates
and account reconciliations of some of the Company's significant accounts. These deficiencies represented material weaknesses in
the Company's internal control over financial reporting as there was a reasonable possibility that a material misstatement with
respect to certain of the Company's significant accounts and disclosures would not be prevented or detected on a timely basis.
Factors contributing to the Risk Assessment and Response Material Weakness included the fact that during 2021, the Company centralized
all its finance functions into one location and implemented a new Enterprise Resource Planning ("ERP") system which went
live much later in the year than initially planned, as it had to be put on hold due to the impact that the COVID-19 pandemic had on the
Company. As a result, there was insufficient time prior to year-end to implement or operate certain controls which were newly designed
or re-designed as a result of the impact of the ERP implementation. The Company had also been without its Chief Financial Officer for
a period of time due to illness, which required a redistribution of roles and responsibilities, including those related to controls.

 As
of December 31, 2022, the Company was of the position that their remediation efforts were successful with respect to remediating previously
reported Risk Assessment and Response Material Weakness by (1) establishing an executive steering committee to monitor the remediation
of the underlying control deficiencies, (2) hiring an additional SOX specialist in June 2022 to support the Chief Financial Officer and
Director of Finance, (3) increasing the use our outsourced SOX service provider to assist in all aspects of our SOX program, (4) providing
one-on-one training to control owners who are part of our broader accounting and operations teams on control execution and related documentation
and evidence, (5) re-mapping internal control over financial reporting to risks and financial statement assertions, (6) remediating previously
identified control gaps or deficient controls by implementing newly designed controls and/or enhancing the operation and/or underlying
evidence of existing controls, (7) expanding business process narratives with enhanced details of process flows and controls, and (8)
enhancing the documentation of the execution of management review controls. The Company completed its testing of the effectiveness of
the remediated, newly designed, and re-designed controls and, other than those relating to the material weaknesses identified below,
initially noted no material control deficiencies. However, because of the significant errors identified below, Management concluded that
the Risk Assessment and Response Material Weakness remained unremediated as of December 31, 2022.

 Newly
Identified Material Weaknesses and Remediation

 Risk
Assessment and Controls Design and Accounting Competency

 The
Company has identified additional areas of material weakness in internal controls over financial reporting relating to an ineffective
risk assessment and appropriate design of controls process (the "Risk Assessment and Controls Design Material Weakness")
as well as inadequate monitoring controls (the "Monitoring Controls Material Weakness"). Namely, the Company had not established
an effective control environment due to not effectively identifying risks in the process and then had an ineffective design and implementation
of certain process controls including but not limiting the following areas: (i) Preparation, review and approval of account analyses,
summaries and reconciliations; (ii) documenting accounting policies and design procedures and controls to ensure compliance with Company
accounting policies and US GAAP; (iii) review and approval of journal entries; (iv) accuracy of information input into and output from
the financial reporting and accounting systems; (v) accuracy and completeness of the financial statement disclosures and presentations
in accordance with GAAP.. The Company also did not maintain an effective program for monitoring the design and operational effectiveness
of internal controls over the financial close and reporting process including identification, evaluation, and timely remediation of control
deficiencies over financial reporting deficiencies throughout interim and annual financial periods. The above deficiencies represented
material weaknesses in the Company's internal control over financial reporting as there was a reasonable possibility that a material
misstatement with respect to certain of the Company's significant accounts and disclosures would not be prevented or detected.
Additionally, the Company has identified a material weakness in Accounting and Reporting Competencies. These controls relate to the Company's
Finance function including individuals with public accounting and reporting experience, along with competency and training on U.S. GAAP
and SEC reporting to ensure compliance with reporting requirements. These controls represent a material weakness as there is a reasonable
possibility that without the appropriate level of knowledge, a material misstatement with respect to certain of the Company's significant
accounts or disclosures could not be prevented or detected.

 Factors
contributing to these material weaknesses included the acquisition of Novomatic UK Gaming Technology in October, 2019, which approximately
doubled the size of the Company. A new Finance and Accounting team was formed based on the acquisition with decentralized locations,
processes, and technology. SOX controls and documentation were not reviewed and standardized across the departments in a timely manner
following the acquisition. Additionally, sufficient personnel with U.S. GAAP experience were not in place across the organization.

remediation for these material weaknesses includes (1) effectiveness risk assessments along with development, enhancement and implementation
of processes and controls in designated areas to evaluate, record and report transactions according to U.S. GAAP with supporting controls.
Risk and gap assessment has commenced in all accounting areas to enhance 2024 SOX remediation program. (2) Documentation of U.S. GAAP
accounting policies with corresponding process flows and controls. New policy documentation covering critical areas has been developed
and new corresponding flows and controls will be documented as part of 2024 SOX remediation program. (3) Automation and monitoring of
critical accounting transaction processing and controls to facilitate compliance. Key changes in the financial ERP have commenced and
implementation of new revenue and lease systems is commencing. (4) Continued advisory support from outsourced technical accounting provider
on significant and complex transactions and introduction of new SOX provider to assist in implementation, (5) Recruitment in key accounting
leadership roles of Chief Financial Officer, Global Financial Controller, and Director of Audit, SOX and Accounting Policy all with U.S.
GAAP experience. Individuals in certain roles are already in place with needed expertise (6) Training of accounting team in relevant
U.S. GAAP areas (7) establishment of monitoring procedures for identification of control deficiencies over financial reporting throughout
interim and annual financial periods.

 Despite
this deficiency, Management has corrected the resulting financial statement misstatements and Management is planning to remediate the
material weakness during 2024 by implementing the remediation plan above.

 Segregation
of Duties

has identified internal control deficiencies due to IT program and data changes affecting the Company's financial IT applications
and underlying accounting records, not being identified, tested, authorized, and implemented appropriately to validate that data produced
by its relevant IT system(s) was complete and accurate. Automated process-level controls and manual controls that are dependent upon
the information derived from such financially relevant systems were also determined to be ineffective, as a result of such deficiency
and there was not appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant
systems and data to the appropriate Company personnel. Management has concluded that these deficient controls could fail to prevent or
detect a material misstatement and as such rise to a material weakness in the aggregate.

is planning to continue remediating the design of segregation of duties during 2024 by changing access levels, and reviewers, and updating
policies. Despite this deficiency, Management is not aware of any resulting financial statement misstatements and, additionally, management
has undertaken a retrospective analysis of 2022 transactions of individuals with such incompatibilities and our analysis indicates that
none of the changes made was incorrect or inappropriate.

 With
respect to all deficiencies identified above, management has begun the remediation process, however the material weaknesses cannot be
considered fully remediated until it is demonstrated that the new or enhanced controls and other impacted or dependent controls have
operated effectively for a sufficient period of time.

in Internal Control Over Financial Reporting

 Except
for the changes noted above in connection with the initiatives to remediate material weaknesses, there have been no other changes in
our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the
most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

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

 To the Shareholders and Board of Directors of

 Inspired Entertainment, Inc. and Subsidiaries

 Adverse
Opinion on Internal Control over Financial Reporting

 We
have audited Inspired Entertainment, Inc. and Subsidiaries' (the "Company") internal control over financial reporting
as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in
the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal
control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 A
material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. The following material weaknesses have been identified and are included in "Management's Annual
Report on Internal Control Over Financial Reporting":

controls relating to IT change management: The Company did not design and/or implement program change management controls to ensure
the IT program and data changes affecting the Company's financial IT applications & underlying accounting records, are identified,
tested, authorized and implemented appropriately to validate that data produced by its relevant IT systems were complete and accurate.
Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems
were also determined to be ineffective as a result of such deficiency.

controls relating to IT user access controls: The Company did not design and/or implement user access controls to ensure that appropriate
segregation of duties would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate
Company personnel. Automated process-level controls and manual controls that are dependent upon the information derived from such financially
relevant systems were also determined to be ineffective as a result of such deficiency.

controls relating to Risk Assessments: The Company has not established an effective control environment related to the Company's
Risk Assessment and Response due to the ineffective design and implementation of process controls, including effective management review
controls. These controls include but are not limited to accounting estimates, account reconciliations and approval processes of some
of the Company's accounts.

documentation of accounting policies and procedures and staff training: The Company lacks a sufficient level of formal documentation
of accounting policies and procedures that define how transactions should be initiated, recorded, processed, and reported. The Company
has not established effective controls related to the Company's finance function including individuals with appropriate level of
accounting and reporting experience, along with competency and training on U.S. GAAP and SEC reporting. In addition, the Company did
not maintain adequate segregation of duties or the appropriate level of review procedures to record amounts appropriately.

controls relating to the financial reporting and closing process: The Company's internal controls were not adequately designed
in a manner to effectively support the requirement of the financial reporting and closing process. The material weakness is an aggregation
of deficiencies including but not limiting the following areas: (i) Preparation, review and approval of account analyses, summaries and
reconciliations (including matters related to cash collections and contract approvals as previously reported); (ii) documenting accounting
policies and design procedures and controls to ensure compliance with Company accounting policies and US GAAP; (iii) review and approval
of journal entries; (iv) accuracy of information input into and output from the financial reporting and accounting systems; (v) accuracy
and completeness of the financial statement disclosures and presentations in accordance with GAAP. Due to the significance of the financial
closing and reporting process to the preparation of reliable financial statements, and the potential pervasiveness of the deficiencies
to the Company's account balances and disclosures, there is a reasonable possibility that a material misstatement to the annual
or interim financial statements will not be prevented or detected on a timely basis.

monitoring controls: The Company did not maintain an effective program for monitoring the design and operational effectiveness of
internal controls over the financial close and reporting process including identification, evaluation, and timely remediation of control
deficiencies over financial reporting deficiencies throughout interim and annual financial periods.

 These
deficiencies represent material weaknesses in the Company's internal control over financial reporting as there is a reasonable
possibility that a material misstatement with respect to the Company's significant accounts and disclosures will not be prevented
or detected on a timely basis.

 These
material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the December
31, 2022 consolidated financial statements, and this report does not affect our report on such financial statements.

 We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the Company's consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations
and comprehensive (loss) income, stockholders' deficit and cash flows for each of the three years in the period ended December
31, 2022 and our report dated March 16, 2023, except for the effects of the restatement as discussed in Note 2 to the consolidated financial
statements, and the critical audit matters related to the final bullet related to the accounting for Revenue Recognition, the final four
bullets related to the Capitalization of Internally and Externally Developed Software, and Goodwill, as to which the date is February
27, 2024, on those financial statements.

 Basis
for Opinion

 The
Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying " Management Annual Report
on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

 Definition
and Limitations of Internal Control over Financial Reporting

 A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that degree of compliance with the policies or procedures may deteriorate.

 Marcum
 llp

 New
York, NY

 March
16, 2023, except for the effect of the material weaknesses described in the last sentence of the fourth paragraph as well as the fifth,
sixth, seventh and eighth paragraphs above, as to which the date is February 27, 2024

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 Part
iii

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2023 Annual
Meeting of Stockholders, which was filed with the SEC on April 12, 2023 (the 2023 Proxy Statement").

 Item
11. Executive Compensation.

 The
information called for by this item is incorporated herein by reference to our 2023 Proxy Statement.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
information called for by this item is incorporated herein by reference to our 2023 Proxy Statement.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 The
information called for by this item is incorporated herein by reference to our 2023 Proxy Statement.

 Item
14. Principal Accountant Fees and Services.

 The
information called for by this item is incorporated herein by reference to our 2023 Proxy Statement.

 Part
iv

 Item
15. Exhibits and Financial Statement Schedules.

 (a)

 The
 following documents are filed as part of this report:

 (1)

 Financial
 Statements. The required consolidated financial statements and notes thereto are presented starting on page F-1 of this report.

 (2)

 Financial
 Statement Schedules. All financial statement schedules are omitted because they are not applicable or the amounts are immaterial
 and not required, or the required information is presented in the consolidated financial statements and notes thereto presented starting
 on page F-1 of this report.

 (3)

 Exhibits.

 Exhibit

 Description

 2.1

 Share Sale Agreement, dated July 13, 2016, by and among Hydra Industries Acquisition Corp., the Vendors, Target Parent, DMWSL 632 Limited and Gaming Acquisitions Limited (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on July 19, 2016).

 2.2

 Completion Arrangements Agreement, dated December 23, 2016, between Hydra Industries Acquisition Corp. and the Vendors listed in schedule 1 to the Share Sale Agreement (incorporated herein by reference to Exhibit 10.18 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 2.3

 Share Purchase Agreement, dated as of June 11, 2019, by and between Inspired Gaming (UK) Limited and Novomatic UK Ltd. (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K of the Company, filed with the SEC on June 11, 2019).

 3.1(a)

 Second Amended and Restated Certificate of Incorporation of Inspired Entertainment, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 3.1(b)

 Certificate of Elimination of Series A Junior Participating Preferred Stock, dated August 13, 2020 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K of the Company, filed with the SEC on August 14, 2020).

 3.2

 Amended
 and Restated Bylaws of Inspired Entertainment, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form
 8-K of the Company, filed with the SEC on November 11, 2019).

 4.1

 Registration Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp. and certain security holders (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company, filed with the SEC on October 29, 2014).

 4.2

 Registration Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp. and the Vendors (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 4.3

 Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company, filed with the SEC on March 31, 2022).

 4.4

 Indenture, dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

 4.5

 Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.4).

 10.1

 Super Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment (Financing) PLC and Inspired Gaming (UK) Limited as original borrowers, the subsidiaries of the Company named therein as original guarantors, Global Loan Agency Services Limited as agent, GLAS Trust Corporation Limited as security agent and Barclays Bank plc and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

 Exhibit

 Description

 10.2

 Form of Director and Officer Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 10.3

 Stockholders Agreement, dated December 23, 2016, by and among the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 10.4#

 Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K of the Company, filed with the SEC on December 4, 2017).

 10.5#

 Inspired Entertainment, Inc. Second Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

 10.6#

 Inspired Entertainment, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K of the Company, filed with the SEC on December 10, 2018).

 10.7#

 Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K of the Company, filed with the SEC on March 31, 2022).

 10.8#*

 Forms of Grant Agreements for fiscal year 2022 under the Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (Time-Based Form of Agreement and Performance-Based Form of Agreement).

 10.9#*

 Inspired Entertainment, Inc. 2022 Short-Term Incentive Bonus Plan.

 10.10#

 Employment Agreement, dated as of October 9, 2020, by and between the Company and A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 13, 2020).

 10.11#

 Letter, dated April 21, 2021, from the Company to A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on May 14, 2021).

 10.12#

 Addendum, effective June 21, 2021, to the Employment Agreement dated October 9, 2020 by and between the Company and A. Lorne Weil (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the Company on June 24, 2021).

 Exhibit

 Description

 10.13#

 Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between the Company and A. Lorne Weil (incorporated herein by reference to Exhibit 10.2 to the Current Report on form 8-K of the Company, filed with the SEC on January 17, 2023).

 10.14#

 Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of the Company, filed with the SEC on March 30, 2020).

 10.15#

 Letter Agreement, dated July 21, 2021, by and between the Company and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on July 23, 2021).

 10.16#

 Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between the Company and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on form 8-K of the Company, filed with the SEC on January 17, 2023).

 10.17#

 Employment Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

 10.18#

 Amendment, dated December 22, 2017, to the Employee Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.13 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).

 10.19#

 Amendment effective January 31, 2020, to the Employment Agreement dated December 14, 2016 (as amended) by and between the Company and Daniel B. Silvers (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 6, 2020).

 10.20#*

 Separation and Release Agreement, dated January 10, 2023, between the Company and Daniel B. Silvers.

 10.21#

 Employment Agreement, dated August 3, 2021, by and between IG UK and Stewart F.B. Baker (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

 10.22#

 Employment Agreement, dated August 3, 2021, by and between IG UK and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

 10.23#

 Inspired Entertainment, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of the Company, filed with the SEC on July 14, 2017).

 Exhibit

 Description

 10.24#

 Inspired Entertainment Sharesave Plan (U.K. Appendix) (adopted as a subplan to the Inspired Entertainment Employee Stock Purchase Plan) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on November 9, 2022).

 10.25#

 Non-Employee Director Compensation Policy (as amended and restated) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on May 10, 2022).

 21.1*

 Subsidiaries of the Company.

 23.1**

 Consent of Marcum LLP.

 31.1**

 Section 302 Certification of Principal Executive Officer.

 31.2**

 Section 302 Certification of Principal Financial Officer.

 32.1***

 Section 906 Certification of Principal Executive Officer.

 32.2***

 Section 906 Certification of Principal Financial Officer.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 #

 Indicates
 management contract or compensatory plan.

 *

 Filed
 as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as originally filed with the
 SEC on March 16, 2023.

 **

 Filed
 herewith.

 ***

 Furnished herewith.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURE

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 ENTERTAINMENT, INC.

 Date:
 February 27, 2024

 By:

 /s/
 A. Lorne Weil

 A.
 Lorne Weil

 Executive
 Chairman

 (Principal
 Executive Officer)