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 specified person, any other person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common contr

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires: (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (c) All references to statutes,

Section 2.1 Appointment of Mutually Agreed Director. (a) Within Business Days following the Effective Date, the Board shall appoint one (1) new Independent Director (the "Mutually Agreed Director") to serve as a member of the Board, effective as of the date of such appointment. (b) The Mutually Agreed Director shall be selected from a pool of no fewer than three (3) candidates identified through a joint selection pro

Section 2.2 Committee Assignments. (a) Within days following the appointment of the Mutually Agreed Director, the Governance and Nominating Committee of the Board shall cause the Mutually Agreed Director to be appointed to at least one (1) standing committee of the Board . (b) The selection of the specific committee or committees to which the Mutually Agreed Director shall be appointed shall be determined by the Gove

Section 2.3 Board Size. (a) As of the Effective Date, the Board consists of nine (9) directors, of whom seven (7) are Independent Directors and two (2) are members of management (Gerald R. Whitmore, Chief Executive Officer, and Diane K. Sheridan, Board Chair and former Chief Executive Officer). Following the appointment of the Mutually Agreed Director in accordance with Section 2.1, the Board shall consist of ten (10

Section 2.4 Withdrawal of Nominations. (a) Effective simultaneously with the execution and delivery of this Agreement, Pinnacle Harbor hereby the Nomination Notice dated January 9, 2023, and all nominations of the Nominees (Dr. Sandra Trevelyan and Hugh Desmond Grayson) for election to the Board at the 2023 Annual Meeting or at any other annual or special meeting of stockholders of the Company. (b) Promptly following

ARTICLE III STANDSTILL PROVISIONS

Section 3.1 Standstill Obligations of the Investor Group. During the Standstill Period (commencing on the Effective Date and continuing through the Standstill Termination Date), no member of the Investor Group shall, and each member of the Investor Group shall cause its controlled Affiliates and Associates not to, directly or indirectly, in any manner, alone or in concert with any other person: (a) acquire, offer or

Section 3.2 Ownership Cap. (a) The Investor Group shall not acquire Beneficial Ownership of shares of Common Stock if, after giving effect to such acquisition, the Investor Group would Beneficially Own in the aggregate more than of the then-outstanding shares of Common Stock (the "Ownership Cap"). (b) As of the Effective Date, the Investor Group Beneficially Owns 7,119,600 shares of Common Stock, which represents app

Section 3.3 Disposition of Shares. Nothing in this Agreement shall prohibit or restrict any member of the Investor Group from selling, transferring, or otherwise disposing of any or all shares of Common Stock Beneficially Owned by the Investor Group

Section 4.1 Interactive Gaming Division Strategic Review. (a) The Board shall cause the Company to conduct a comprehensive review of the strategic alternatives available for the Interactive Gaming Division (the "Strategic Review"). The Strategic Review shall include an evaluation of, at a minimum, the following alternatives: (i) continued operation of the Interactive Gaming Division as a wholly-owned division of the

Section 4.2 Timeline for Completion. (a) The Strategic Review shall be commenced promptly following the Effective Date and shall be completed no later than days following the Effective Date (the "Strategic Review Deadline"). If the Effective Date is March 10, 2023, the Strategic Review Deadline shall be (b) Upon completion of the Strategic Review, the Board or the committee overseeing the Strategic Review shall cause

Section 4.3 No Obligation to Disclose or Act. (b)

Section 4.4 Confidentiality of Strategic Review. All information regarding the Strategic Review, including without limitation its existence, scope, process, participants, analyses, findings, conclusions, and recommendations, shall be treated as strictly confidential by each Party and shall not be disclosed by any Party or any of their respective representatives, officers, directors, employees, agents, or advisors to

Section 5.1 Voting in Favor of Board Recommendations. During the Standstill Period, at each Annual Meeting and at any special meeting of stockholders of the Company, the Investor Group shall, and shall cause each of its controlled Affiliates and Associates to, appear in person or by proxy at such meeting and vote, or cause to be voted, all shares of Common Stock Beneficially Owned by the Investor Group as of the appl

Section 5.2 No Withhold / Against Campaigns. During the Standstill Period, no member of the Investor Group shall, and each member of the Investor Group shall cause its controlled Affiliates and Associates not to, directly or indirectly, publicly or privately: (a) initiate, encourage, support, participate in, or assist in any "withhold" or "vote no" campaign with respect to any director nominee recommended by the Boar

Section 6.1 Mutual Non-Disparagement. (a) During the Standstill Period and for a period of six (6) months following the termination or expiration of this Agreement (the "Non-Disparagement Period"), neither Party nor any of its respective officers, directors, employees, agents, Affiliates, or representatives shall, directly or indirectly, make, cause to be made, or encourage any other person to make, any public statem

Section 6.2 Scope. The non-disparagement obligations set forth in Section 6.1 apply to all public statements, whether written or oral, made to the press, media, analysts, investors, stockholders, the Proxy Advisory Firms (including Centurion Governance Services, Inc. and Hartley Shareholder Advisory Group, LLC), social media platforms, blogs, podcasts, or any other public forum or third party. Each Party shall use re

ARTICLE VII PUBLIC ANNOUNCEMENTS

Section 7.1 Joint Press Release. (a) Promptly following the execution and delivery of this Agreement (and in no event later than the first Business Day following the Effective Date), the Parties shall issue a mutually agreed joint press release announcing the material terms of this Agreement, substantially in the form attached hereto as Exhibit A (the "Joint Press Release"). The Joint Press Release shall be finalized

Section 7.2 SEC Filings. (a) Pinnacle Harbor shall, within Business Days following the Effective Date, file or cause to be filed an amendment to its Schedule 13D with the SEC reflecting the entry into this Agreement, the withdrawal of all director nominations as described in Section 2.4, and the standstill and voting commitments undertaken by the Investor Group hereunder. A copy of this Agreement shall be filed as an

ARTICLE VIII REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to each member of the Investor Group as follows: (a) Organization and 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 necessary corporate power and authority to own, operate, and lease its properties and to carry on its

Section 8.2 Representations and Warranties of the Investor Group. Each member of the Investor Group hereby represents and warrants, jointly and severally, to the Company as follows: (a) Organization and Standing. Each of Pinnacle Harbor and PHCM is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all necessary organizational power and authority to own its propert

ARTICLE IX EXPENSE REIMBURSEMENT

Section 9.1 *Reimbursement of Investor Group Expenses.* (a) Within thirty (30) days following the Effective Date, the Company shall reimburse Pinnacle Harbor for its documented, reasonable, and actual out-of-pocket fees and expenses incurred in connection with: (i) the negotiation, drafting, and execution of this Agreement; and (ii) the activist campaign giving rise to this Agreement, including the preparation and su

Section 10.1 Expiration. This Agreement shall expire automatically upon the Standstill Termination Date (i.e., the date that is months after the Effective Date), unless earlier terminated in accordance with this Article X. For the avoidance of doubt, if the Effective Date is March 10, 2023, this Agreement shall expire automatically on

Section 10.2 Termination for Material Breach. (a) Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and such breach remains uncured for a period of Business Days following written notice of such breach from the non-breaching Party to the breaching Party, specifying in reasonable detail the nature of the breach and th

Section 10.3 Termination upon Change of Control. This Agreement shall terminate automatically, without the requirement of any action or notice by either Party, upon the of a Change of Control of the Company . For the avoidance of doubt, the mere announcement

Section 10.4 Termination upon Ownership Decline. This Agreement shall terminate automatically, without the requirement of any action or notice by either Party, if at any time the Investor Group's Beneficial Ownership of Common Stock falls below of the then-outstanding shares of Common Stock, calculated in the manner set forth in Section 3.2(c). In the event that the Investor Group's Beneficial Ownership falls below a

Section 10.5 Effect of Termination. (a) Upon the termination or expiration of this Agreement pursuant to this Article X, neither Party shall have any further obligation to the other Party hereunder, except as expressly provided in this Section 10.5. (b) Notwithstanding the foregoing, the following provisions shall survive the termination or expiration of this Agreement: (i) Section 6.1 (Mutual Non-Disparagement) shal

Section 11.1 Governing Law. This Agreement shall be governed by and construed 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 cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.2 Jurisdiction and Venue. (a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over such matter is vested exclusively in the federal courts, the United States

Section 11.3 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, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHE

Section 11.4 Specific Performance. Each Party acknowledges and agrees that a breach of any provision of this Agreement would cause irreparable harm to the other Party for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, each Party shall be entitled to seek and obtain specific performance, injunctive relief, and any other e

Section 11.5 Notices. All notices, requests, demands, claims, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (i) when delivered by hand; (ii) one (1) Business Day after being sent by nationally recognized overnight courier service (with tracking capability); or (iii) when sent by email (with confirmation of receipt by

Section 11.6 Entire Agreement. This Agreement, including all Exhibits and Schedules hereto, 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 written or oral, between the Parties or any of their representatives with respect to such subject matter, including, with

Section 11.7 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 signed by the Company, Pinnacle Harbor, PHCM, and Kessler. (b) No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by

Section 11.8 Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement to any person without the prior written consent of the other Party . Any attempted assignment in violation of this Section 11.8 shall be null and void and of no force or effect.

Section 11.9 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law, regulation, or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of such provision) or any other jurisdiction, and the remaining provisions of this Agreeme

Section 11.10 Counterparts. This Agreement may be executed in two (2) or more counterparts (including by means of facsimile, electronic signature, or portable document format (PDF)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email (including PDF), or o

Section 11.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall be construed to confer upon any other person or entity any legal or equitable right, benefit, claim, cause of action, or remedy of any nature whatsoever under or by reason of this Agreement. Witho

Section 11.12 Construction. The Parties acknowledge that each Party and its counsel have reviewed, negotiated, and participated in the drafting of this Agreement, and accordingly the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed or applied in the construction or interpretation of this Agreement. Each Party represents that it has been advised by

Section 11.13 Expenses (General). Except as expressly provided in Article IX, each Party shall bear its own costs and expenses (including attorneys' fees, financial advisory fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the transactions contemplated hereby. [Signature Pages Follow] IN WITNESS WHEREOF, the Parties