Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, as such terms are used in, and construed under, Rule 12b-2 promulgated under the Securities Exchange A

Section 1.2 — Interpretation. In this Agreement, unless the context otherwise requires: (a) the headings of articles, sections, and subsections are included for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit

Section 2.1 — Appointment of Mutually Agreed Independent Director. (a) Within twenty (20) Business Days of the Effective Date, the Board shall appoint one (1) new independent director mutually agreed upon by the Company and Pinnacle Harbor (the "Mutual Director"). The Mutual Director shall be selected from a pool of no fewer than three (3) Independent Director Candidates identified by a joint committee (the "Selectio

Section 2.2 — Board Composition. (a) During the Standstill Period, the Company shall not increase the size of the Board to more than eleven (11) directors without the prior written consent of Pinnacle Harbor, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, this provision shall not restrict the Board from decreasing the size of the Board below ten (10) directors,

Section 2.3 — Withdrawal of Nominations. (a) Immediately upon execution of this Agreement, Pinnacle Harbor shall irrevocably withdraw the Nomination Notice and all director nominations submitted thereunder for the Annual Meeting, including the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson. Such withdrawal shall be unconditional and shall be delivered in writing to the Company's Corporate Secretary, Pat

Section 2.4 — Committee Appointments. The Mutual Director shall be appointed to at least one (1) standing committee of the Board, as determined by the Board's Nominating and Corporate Governance Committee in its discretion, consistent with applicable Nasdaq listing rules, SEC regulations, and the committee's charter. The Parties acknowledge that committee assignments are subject to the Mutual Director's qualification

ARTICLE III — STANDSTILL PROVISIONS

Section 3.1 — Standstill Restrictions. During the Standstill Period, neither Pinnacle Harbor nor any other member of the Investor Group shall, directly or indirectly, and each member of the Investor Group shall cause its respective Affiliates and Associates not to, take any of the following actions: (a) acquire, offer to acquire, agree to acquire, or seek to acquire, whether by purchase, tender offer, exchange, merge

Section 3.2 — Ownership Cap. (a) The Ownership Cap shall be 9.9% of Outstanding Shares at any time during the Standstill Period. For purposes of calculating the Investor Group's Beneficial Ownership relative to the Ownership Cap, the number of Outstanding Shares shall be determined based on the most recently publicly reported number of shares of Company Common Stock issued and outstanding, as disclosed in the Company

Section 3.3 — Permitted Activities. Notwithstanding anything to the contrary in Section 3.1, nothing in this Agreement shall prevent or restrict the Investor Group from: (a) voting all shares of Company Common Stock Beneficially Owned by any member of the Investor Group at any annual or special meeting of stockholders in accordance with the provisions of Article V; (b) tendering or exchanging shares of Company Common

ARTICLE IV — STRATEGIC REVIEW OF INTERACTIVE GAMING DIVISION

Section 4.1 — Commitment to Conduct Strategic Review. (a) The Board shall cause the Company's management to conduct a comprehensive internal review of the strategic alternatives available with respect to the Interactive Gaming Division (the "Strategic Review"). The Parties acknowledge that the Interactive Gaming Division represents a significant and growing business segment of the Company, and that a rigorous evaluat

Section 4.2 — Timeline and Completion. (a) The Strategic Review shall be completed no later than the Strategic Review Completion Date, which is one hundred twenty (120) days after the Effective Date. If the Effective Date is March 10, 2023, the Strategic Review Completion Date is anticipated to be July 8, 2023. The Board may, in its discretion, complete the Strategic Review at any time prior to the Strategic Review C

Section 4.3 — No Obligation to Share Conclusions. (a) The Company shall have no obligation to share the conclusions, findings, recommendations, analyses, or other output of the Strategic Review with Pinnacle Harbor, any other member of the Investor Group, or any other stockholder of the Company. All materials, analyses, reports, and deliberations related to the Strategic Review shall constitute confidential business

Section 4.4 — Board Discretion. Nothing in this Article IV shall be construed to limit, modify, or otherwise affect the fiduciary duties of the Board or any individual director under applicable law, including the duty of care and the duty of loyalty under Delaware law. Without limiting the generality of the foregoing, nothing in this Article IV shall require the Board to take, or refrain from taking, any action that

ARTICLE V — VOTING COMMITMENTS

Section 5.1 — Voting in Favor of Management Nominees. During the Standstill Period, each member of the Investor Group shall vote, or cause to be voted, all shares of Company Common Stock Beneficially Owned by such member of the Investor Group (including the 7,119,600 shares currently held by the Investor Group and any additional shares acquired up to and including the Ownership Cap) in favor of the Company's full man

Section 5.2 — Voting on Other Proposals. (a) During the Standstill Period, each member of the Investor Group shall vote, or cause to be voted, all shares of Company Common Stock Beneficially Owned by such member of the Investor Group in accordance with the recommendation of the Board (as set forth in the Company's definitive proxy statement or other soliciting materials filed with the SEC) on all other proposals subm

Section 5.3 — Proxy Cards. At each annual or special meeting of stockholders during the Standstill Period, each member of the Investor Group shall deliver, or cause to be delivered, its proxy card, voting instruction form, or other evidence of its vote to Continental Share Services, Inc. (the Company's transfer agent) or the Company's proxy solicitor, Whitfield Morrow Partners, LLC, no later than five (5) Business Da

ARTICLE VI — NON-DISPARAGEMENT AND PUBLIC STATEMENTS

Section 6.1 — Mutual Non-Disparagement. (a) During the Standstill Period, neither Party shall, and each Party shall cause its respective Affiliates, directors, officers, employees, agents, and representatives not to, directly or indirectly, publicly disparage, or make or publish any public statement or communication (whether oral, written, electronic, or otherwise) that is critical of, or that is or could reasonably

Section 6.2 — Joint Press Release. (a) Promptly following execution of this Agreement, and in any event within two (2) Business Days of the Effective Date, the Parties shall issue a mutually agreed joint press release (the "Joint Press Release") announcing the material terms of this Agreement, including the appointment of the Mutual Director, the withdrawal of Pinnacle Harbor's director nominations, and the Company's

Section 6.3 — SEC Filings. (a) Each Party shall have the right to review and comment on any filing to be made by the other Party with the SEC that references this Agreement, the terms hereof, or the transactions contemplated hereby, prior to such filing being submitted to the SEC. The filing Party shall provide the other Party with a copy of any such filing and a reasonable opportunity to review and comment thereon n

Section 6.4 — Permitted Communications. (a) Nothing in this Article VI shall prevent either Party from making factual statements as required by applicable law, regulation, judicial or administrative process, subpoena, or other legal compulsion, or from responding to any inquiry, investigation, or request from a governmental authority, regulatory body, or self-regulatory organization, including the SEC, the Nasdaq Sto

ARTICLE VII — EXPENSE REIMBURSEMENT

Section 7.1 — Reimbursement of Pinnacle Harbor's Legal Expenses. (a) Within thirty (30) days of the Effective Date, the Company shall reimburse Pinnacle Harbor for its reasonable, documented, out-of-pocket legal fees and expenses actually incurred in connection with the negotiation, drafting, and execution of this Agreement and the matters leading to this Agreement, including fees and expenses of Hargrove Sloane & Bi

Section 7.2 — No Other Reimbursement. Except as expressly provided in Section 7.1, each Party shall bear its own costs, fees, and expenses (including the fees and expenses of its legal counsel, financial advisors, and other representatives) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 8.1 — Termination Events. This Agreement shall automatically terminate, without any further action by any Party, upon the earliest to occur of the following events (each, a "Termination Event"): (a) the expiration of the Standstill Period (i.e., the date that is eighteen (18) months after the Effective Date, which is anticipated to be September 10, 2024, if the Effective Date is March 10, 2023); (b) a materia

Section 8.2 — Effect of Termination. (a) Upon termination of this Agreement, whether by expiration of the Standstill Period or upon the occurrence of a Termination Event, the obligations of the Parties under this Agreement shall cease and be of no further force or effect; provided, however, that the following provisions shall survive any such termination and shall continue in full force and effect in accordance with

Section 8.3 — Notice of Termination. (a) Any Party seeking to terminate this Agreement pursuant to Section 8.1(b) shall provide written notice to the other Party (the "Breach Notice") specifying in reasonable detail the nature of the alleged material breach, including the specific provision(s) of this Agreement that have been breached, the facts and circumstances giving rise to the alleged breach, and the actions tha

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to each member of the Investor Group as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry

Section 9.2 — Representations and Warranties of the Investor Group. Each member of the Investor Group hereby represents and warrants to the Company, severally and not jointly, as follows: (a) Organization and Good Standing. Pinnacle Harbor Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Harbor Capital Management, LL

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof that would require or permit the application of the laws of any other jurisdiction.

Section 10.2 — Jurisdiction and Venue. (a) Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any action, suit, or proceeding, any state or federal court of competent jurisdiction located in the State of Delaware) for any action,

Section 10.3 — Specific Performance. (a) The Parties acknowledge and agree that the rights of each Party under this Agreement are unique and that irreparable harm would result if this Agreement were not specifically enforced, and that money damages would be an insufficient remedy for any breach or threatened breach of this Agreement by any Party. (b) Accordingly, each Party shall be entitled to seek an injunction, sp

Section 10.4 — Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given or made (a) when delivered by hand, (b) one (1) Business Day after being sent by reputable overnight courier service (with tracking and confirmation of delivery), or (c) when sent by email (with confirmation of receipt by the recipient, including by read

Section 10.5 — Entire Agreement. This Agreement (including any exhibits and schedules attached hereto, each of which is incorporated herein by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subje

Section 10.6 — Amendments and Waivers. (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No amendment, modification, or supplement shall be effective unless it is in writing and signed by each Party. (b) No waiver of any provision of this Agreement, and no consent to any departure by any Party from the terms hereof, shall be ef

Section 10.7 — Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties, and any purported assignment in violation of this Section 10.7 shall be null and void and of no force or effect. Notwithstanding the foregoing, the Company may assign its rights and obligations under this Agreement to a succes

Section 10.8 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In such event, the Parties shall negotiate in good

Section 10.9 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution of this Agreement by electronic signature (including by means of DocuSign, Ashford Health IT, or similar electronic signature technology) or by transmission of a signed counterpart by email in portable doc

Section 10.10 — No Third-Party Beneficiaries. (a) This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. (b) Notwithstanding the foregoing, the Mutual Director

Section 10.11 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFI

Section 10.12 — Construction. This Agreement has been negotiated by the Parties hereto and their respective legal counsel, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. This Agreement shall be construed and interpreted in accordance with its fair meaning and shall not be strictly construed against any Party as the drafter hereof.

Section 10.13 — Further Assurances. Each Party shall, upon the reasonable request of any other Party, execute and deliver such additional documents, instruments, and agreements, and take such additional actions, as may be reasonably necessary or desirable to effectuate the purposes and carry out the terms and provisions of this Agreement. [Signature Pages Follow] IN WITNESS WHEREOF, each of the Parties has caused thi