Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. For purposes of this Agreement, no member of the Investor Group shall be deemed an Affiliate of the Company, and the Company shall not be deemed an Affiliate of any me

Section 2.1 Withdrawal of Nominations. (a) Pinnacle Harbor hereby irrevocably withdraws the Nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson for election as directors at the Company's 2023 Annual Meeting of Stockholders. Such withdrawal is effective as of the date of this Agreement and shall be unconditional and irrevocable during the Standstill Period. (b) Pinnacle Harbor shall promptly take all actions

Section 2.2 Appointment of Mutually Agreed Director. (a) The Company agrees to appoint one (1) new independent director, mutually agreed upon by the Company and Pinnacle Harbor, to the Board. The Parties acknowledge and agree that the mutually agreed independent director shall be neither a nominee originally proposed by Pinnacle Harbor (i.e., neither Dr. Sandra Trevelyan nor Hugh Desmond Grayson) nor a current inside

Section 2.3 Board Size. (a) As of the date hereof, the Board consists of nine (9) directors. Following the appointment of Franklin Chu in accordance with Section 2.2, the Board shall consist of ten (10) directors. (b) 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 unr

Section 2.4 No Additional Board Representation. Except as expressly provided in Section 2.2, neither Pinnacle Harbor nor any member of the Investor Group shall have the right to designate, nominate, recommend, or request the appointment of any person to the Board during the Standstill Period. The Investor Group acknowledges that the appointment of the Mutually Agreed Director constitutes the sole and exclusive Board

ARTICLE III — STRATEGIC REVIEW

Section 3.1 Interactive Gaming Division Strategic Review. (a) The Board agrees to cause an internal review of strategic alternatives with respect to the Company's interactive gaming division (the "Interactive Gaming Division") to be conducted in accordance with this Section 3.1. The Parties acknowledge that the Interactive Gaming Division generated revenue of approximately $412 million in the Company's fiscal year en

Section 3.2 Reporting. (a) Upon completion of the Strategic Review, the Board (or a committee thereof) shall receive a comprehensive summary report of the findings, analyses, and recommendations resulting from the Strategic Review, prepared by the Company's management and its financial advisor(s). (b) The Company shall have no obligation to disclose the conclusions, recommendations, analyses, or any details of the St

Section 3.3 No Obligation to Transact. (a) Nothing in this Article III shall be construed as an obligation of the Company to effect any sale, spin-off, joint venture, or other strategic transaction with respect to the Interactive Gaming Division or any other division, business unit, subsidiary, or asset of the Company. The Company retains full discretion to determine, in its sole judgment, whether to pursue any strat

ARTICLE IV — STANDSTILL PROVISIONS

Section 4.1 Standstill Period. The standstill provisions set forth in this Article IV shall be effective during the Standstill Period, commencing on March 10, 2023 and ending at 11:59 p.m. Eastern Time on September 10, 2024 (eighteen (18) months from the date hereof), unless earlier terminated pursuant to Article VII. Upon expiration or termination of the Standstill Period, all restrictions and prohibitions set forth

Section 4.2 Ownership Cap. (a) During the Standstill Period, the Investor Group shall not, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase, tender, exchange, or otherwise, Beneficial Ownership of any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (including warrants, options, rights, convertible notes, and other

Section 4.3 Prohibited Activities. During the Standstill Period, the Investor Group shall not, directly or indirectly, and shall not encourage, advise, assist, finance, or knowingly provide information to, any other person to: (a) solicit proxies or written consents, or become a "participant" in a "solicitation" (as such terms are defined under Regulation 14A promulgated under the Exchange Act), with respect to any m

Section 4.4 Short Sales and Hedging. During the Standstill Period, the Investor Group shall not, directly or indirectly, (a) engage in any short sale (as defined in Regulation SHO promulgated under the Exchange Act) of Common Stock, (b) acquire any put options, equity swaps, total return swaps, contracts for difference, or other derivative instruments with respect to Common Stock that are designed to, or that would r

ARTICLE V — VOTING COMMITMENTS

Section 5.1 Voting in Favor of Company Nominees. During the Standstill Period, at each Annual Meeting and at any special meeting of stockholders of the Company at which directors are to be elected, the Investor Group shall vote (or cause to be voted) all shares of Common Stock Beneficially Owned by the Investor Group as of the record date for such meeting in favor of all Company Nominees recommended by the Board for

Section 5.2 Voting on Other Matters. (a) During the Standstill Period, at each Annual Meeting and any special meeting of stockholders of the Company, the Investor Group shall vote (or cause to be voted) all shares of Common Stock Beneficially Owned by the Investor Group as of the record date for such meeting in accordance with the Board's recommendations on all proposals submitted to a vote of stockholders at such me

Section 5.3 Quorum. During the Standstill Period, the Investor Group shall cause all shares of Common Stock Beneficially Owned by the Investor Group as of the record date for each Annual Meeting and any special meeting of stockholders of the Company to be present, in person or by proxy, at each such meeting so that such shares are counted for purposes of determining the presence of a quorum in accordance with the Cer

ARTICLE VI — NON-DISPARAGEMENT AND CONFIDENTIALITY

Section 6.1 Mutual Non-Disparagement. (a) During the Standstill Period, neither the Company (including its directors, officers, employees, and authorized spokespersons acting in their official capacity) nor any member of the Investor Group shall make, or cause to be made, any public statement, announcement, communication, or publication (whether written, oral, electronic, or otherwise) that constitutes an ad hominem

Section 6.2 Confidentiality. (a) Each Party shall keep confidential, and shall cause its respective directors, officers, employees, partners, agents, and representatives to keep confidential, the specific terms of this Agreement, the negotiations leading to this Agreement (including any term sheets, draft agreements, correspondence, and communications exchanged between the Parties or their advisors), and any non-publ

Section 7.1 Expiration. This Agreement shall terminate automatically, without any action by either Party, upon the expiration of the Standstill Period at 11:59 p.m. Eastern Time on September 10, 2024, unless earlier terminated pursuant to Section 7.2, Section 7.3, or Section 7.4 of this Article VII.

Section 7.2 Termination for Material Breach. (a) Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and such breach remains uncured for a period of fifteen (15) Business Days after written notice of such breach is delivered to the breaching Party in accordance with Section 8.3 hereof. (b) Any notice of breach

Section 7.3 Termination Upon Change of Control. This Agreement shall terminate automatically, without any action by either Party, upon the closing (or other consummation) of a Change of Control of the Company. For the avoidance of doubt, the mere announcement or execution of a definitive agreement providing for a Change of Control shall not, by itself, trigger termination under this Section 7.3; termination shall occ

Section 7.4 Termination Upon Investor Group Ownership Decrease. (a) This Agreement shall terminate automatically, without any action by either Party, if the Investor Group's aggregate Beneficial Ownership of Common Stock decreases to below 3.5% of the outstanding shares of Common Stock (the "Minimum Ownership Threshold") at any time during the Standstill Period. (b) For purposes of this Section 7.4, the Investor Grou

Section 7.5 Effect of Termination. Upon termination or expiration of this Agreement, all rights and obligations of the Parties hereunder shall immediately cease and be of no further force or effect, except that: (i) Article VI (Non-Disparagement and Confidentiality) shall survive the termination or expiration of this Agreement for a period of twelve (12) months following the date of such termination or expiration; (i

Section 8.1 Representations and Warranties. (a) Each Party hereby represents and warrants to each other Party, as of the date hereof, as follows: (i) Such Party has full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. (ii) The execution, delivery, and performance of this Agreement by such Party has been duly authorized by all

Section 8.2 Specific Performance. The Parties acknowledge and agree that irreparable harm would result from a breach of any provision of this Agreement and that monetary damages alone would be an inadequate remedy for any such breach. Accordingly, in addition to all other remedies available at law or in equity, each Party shall be entitled to seek and obtain specific performance, temporary and permanent injunctive re

Section 8.3 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by nationally recognized overnight courier service, (b) on the date of delivery if sent by email (with confirmation of receipt), or (c) on the third (3rd) Business Day after

Section 8.4 Entire Agreement. This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, among the Parties with respect to such

Section 8.5 Amendments and Waivers. (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by the Company and Pinnacle Harbor Capital Partners, LP (acting through its General Partner). No amendment shall be effective unless it expressly references this Section 8.5 and states that it is an amendment to this Agreement. (b) No waiver of any provision of th

Section 8.6 Expense Reimbursement. (a) The Company shall reimburse the Investor Group for its reasonable, documented, out-of-pocket legal fees and expenses actually incurred in connection with the matters that are the subject of this Agreement, including the fees and disbursements of Hargrove Sloane & Birch LLP, in an aggregate amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). (b) Pinnacle Harbor

Section 8.7 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the substantive laws of any jurisdiction other than the State of Delaware.

Section 8.8 Jurisdiction and Venue. (a) Each Party hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if neither state court accepts jurisdiction, the United States District Court for the D

Section 8.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including portable document format (PDF), DocuSign, or similar electronic signature technology) shall be deemed original sig

Section 8.10 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, to any other person without the prior written consent of the other Party,

Section 8.11 Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Agreement, and the remaining provisions of this Agreement (and any remaining portion

Section 8.12 Construction. (a) The headings, captions, and section references in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. (b) Unless the context otherwise requires, references herein to "include," "includes," "including," and similar terms shall be deemed to be followed by the words "without limitation." (c) The

Section 8.13 Public Announcements. (a) The Company and Pinnacle Harbor shall issue a joint press release in the form mutually agreed upon by the Parties, substantially in the form attached hereto as Exhibit A, on or about March 13, 2023, announcing the execution of this Agreement, the withdrawal of the Nominations, and the appointment of Franklin Chu to the Board effective April 1, 2023 (the "Joint Press Release"). (

Section 8.14 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Agreement, whether express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any kind whatsoever under or by reason of this Agreement. Without limiting the generality of the foregoing,