{"id":2383394,"date":"2026-04-21T21:14:16","date_gmt":"2026-04-21T21:14:16","guid":{"rendered":"https:\/\/celebrity.land\/en\/?p=2383394"},"modified":"2026-04-21T21:14:16","modified_gmt":"2026-04-21T21:14:16","slug":"inspired-entertainment-sets-2026-virtual-shareholder-meeting","status":"publish","type":"post","link":"https:\/\/celebrity.land\/en\/inspired-entertainment-sets-2026-virtual-shareholder-meeting\/","title":{"rendered":"Inspired Entertainment sets 2026 virtual shareholder meeting"},"content":{"rendered":"

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\u00a0<\/span><\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

UNITED
\nSTATES<\/b><\/span><\/p>\n

SECURITIES
\nAND EXCHANGE COMMISSION<\/b><\/span><\/p>\n

Washington,
\nD.C. 20549<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

SCHEDULE
\n14A<\/span><\/span><\/b><\/span><\/p>\n

PROXY
\nSTATEMENT PURSUANT TO SECTION 14(a) OF THE<\/b><\/span><\/p>\n

SECURITIES
\nEXCHANGE ACT OF 1934<\/b><\/span><\/p>\n

(Amendment
\nNo.\u00a0\u00a0\u00a0\u00a0)<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Filed
\nby the Registrant \u2612<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Filed
\nby a Party other than the Registrant \u2610<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Check
\nthe appropriate box:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nPreliminary
\n Proxy Statement<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nConfidential,
\n for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2612<\/span><\/td>\nDefinitive
\n Proxy Statement<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nDefinitive
\n Additional Materials<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nSoliciting
\n Materials under 14a-12<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

INSPIRED
\nENTERTAINMENT, INC.<\/nonnumeric><\/span><\/b><\/span><\/p>\n

(Name
\nof Registrant as Specified in Its Charter)<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Payment
\nof Filing Fee (check the appropriate box):<\/span><\/p>\n

\u00a0<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nFee
\n computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(1)<\/span><\/td>\nTitle
\n of each class of securities to which transaction applies:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(2)<\/span><\/td>\nAggregate
\n number of securities to which transaction applies:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(3)<\/span><\/td>\nPer
\n unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
\n filing fee is calculated and state how it was determined):<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(4)<\/span><\/td>\nProposed
\n maximum aggregate value of transaction:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(5)<\/span><\/td>\nTotal
\n fee paid:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nFee
\n paid previously with preliminary materials.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u2610<\/span><\/td>\nCheck
\n box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
\n fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
\n filing.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(1)<\/span><\/td>\nAmount
\n Previously Paid:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(2)<\/span><\/td>\nForm,
\n Schedule or Registration Statement No.:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(3)<\/span><\/td>\nFiling
\n Party:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n
\u00a0<\/span><\/td>\n(4)<\/span><\/td>\nDate
\n Filed:<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

<\/span><\/p>\n

\u00a0<\/span><\/p>\n

INSPIRED
\nENTERTAINMENT, INC.<\/b><\/span><\/p>\n

250
\nWest 57th Street, Suite 415<\/b><\/span><\/p>\n

New
\nYork, New York 10107<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

LETTER
\nFROM THE EXECUTIVE CHAIRMAN<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Dear
\nStockholders of Inspired Entertainment, Inc.:<\/span><\/p>\n

\u00a0<\/span><\/p>\n

You
\nare cordially invited to attend the 2026 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) of Inspired Entertainment,
\nInc. (the \u201cCompany\u201d) to be held on Wednesday, May 27, 2026 at 10:00 A.M., Eastern Time.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nAnnual Meeting will be held in a virtual meeting format at www.cstproxy.com\/inseinc\/2026<\/span>.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Attending
\nthe Virtual Meeting:<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\norder to attend the virtual Annual Meeting, you must register in advance at www.cstproxy.com\/inseinc\/2026<\/span>. Registration will start
\nbeginning May 20, 2026 at 10:00 A.M., Eastern Time. Please see page 1 of the accompanying proxy statement for detailed instructions.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nBoard has fixed the close of business on April 8, 2026 as the record date for the determination of Company stockholders entitled to notice
\nof, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Details regarding voting and the business to be considered
\nat the Annual Meeting can be found in the accompanying notice of Annual Meeting and proxy statement.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Your
\nvote is important. Whether or not you are able to attend the Annual Meeting, please vote as soon as possible to make sure your shares
\nare represented at the Annual Meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\nSincerely,<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\/s\/
\n A. Lorne Weil<\/i><\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\nA.
\n Lorne Weil<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\nExecutive
\n Chairman<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

April
\n21, 2026<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

INSPIRED
\nENTERTAINMENT, INC.<\/b><\/span><\/p>\n

250
\nWest 57th Street, Suite 415<\/b><\/span><\/p>\n

New
\nYork, New York 10107<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

NOTICE
\nOF<\/b><\/span><\/p>\n

ANNUAL
\nMEETING OF STOCKHOLDERS<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

To
\nBe Held On<\/b><\/span><\/p>\n

Wednesday,
\nMay 27, 2026<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

To
\nthe Stockholders of Inspired Entertainment, Inc.:<\/span><\/p>\n

\u00a0<\/span><\/p>\n

You
\nare hereby given notice of the 2026 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) of Inspired Entertainment, Inc.
\n(the \u201cCompany\u201d), to be held on Wednesday, May 27, 2026 at 10:00 A.M., Eastern Time in virtual format via the internet at
\nwww.cstproxy.com\/inseinc\/2026. Please refer to page 1 of the proxy statement for detailed instructions on how to attend the Annual Meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

At
\nthe Annual Meeting, the Company\u2019s stockholders will be asked to consider and vote upon the following proposals:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n1.<\/span><\/td>\nTo
\n elect seven directors to serve on the Company\u2019s Board of Directors (the \u201cBoard\u201d) until the 2027 Annual Meeting
\n of Stockholders or until their respective successors are duly elected and qualified (Proposal No. 1);<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n2.<\/span><\/td>\nTo
\n approve, on an advisory basis, the compensation of the Company\u2019s named executive officers (\u201cSay-on-Pay\u201d) (Proposal
\n No. 2);<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n3.<\/span><\/td>\nTo
\n approve, on an advisory basis, the frequency of the advisory vote on Say-on-Pay (\u201cSay-on-Frequency\u201d) in future years
\n (Proposal No. 3);<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n4.<\/span><\/td>\nTo
\n ratify the appointment of CBIZ CPAs P.C. as the independent auditor of the Company for the fiscal year ending December 31, 2026 (Proposal
\n No. 4); and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n5.<\/span><\/td>\nTo
\n consider and vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

The
\nBoard has fixed the close of business on April 8, 2026 as the record date (the \u201cRecord Date\u201d) for the determination of Company
\nstockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of record
\nas of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Your
\nvote is important, regardless of the number of shares you own. Please read the accompanying proxy statement and vote as promptly as possible
\nto ensure your shares are represented at the Annual Meeting.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\nBy
\n Order of the Board,<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\/s\/
\n A. Lorne Weil<\/i><\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\nA.
\n Lorne Weil<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\nExecutive
\n Chairman<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

April
\n21, 2026<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\naccompanying proxy statement and other materials are being mailed to stockholders beginning on or about April 23, 2026.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

IMPORTANT
\nINFORMATION<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Unless
\nthe holders of a majority of the outstanding shares of common stock entitled to be voted at the Annual Meeting are present or represented
\nby proxy, we will not have a quorum for the Annual Meeting and no business may be transacted. Therefore, we request that you promptly
\nvote your shares by following the instructions on the enclosed proxy card or voting instruction form. We request you do this even if
\nyou plan to attend the Annual Meeting, in order to ensure that your shares will be represented if you are unable to attend.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Important
\nNotice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 27, 2026<\/span>: The Proxy
\nStatement and 2025 Annual Report on Form 10-K of the Company are available through the Investors link on our website at www.inseinc.com<\/span>.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

Table
\nof Contents<\/span><\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\nPage<\/b><\/span><\/td>\n<\/tr>\n
Questions and Answers About These Proxy Materials<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n1<\/span><\/td>\n<\/tr>\n
Directors, Executive Officers and Corporate Governance<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n5<\/span><\/td>\n<\/tr>\n
Executive Compensation<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n14<\/span><\/td>\n<\/tr>\n
Summary Compensation Table<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n20<\/span><\/td>\n<\/tr>\n
Outstanding Equity Awards at 2025 Fiscal Year-End<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n21<\/span><\/td>\n<\/tr>\n
Pay Versus Performance<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n23<\/span><\/td>\n<\/tr>\n
Director Compensation<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n26<\/span><\/td>\n<\/tr>\n
Equity Compensation Plan\u00a0Information<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n27<\/span><\/td>\n<\/tr>\n
Security Ownership of Certain Beneficial Owners and Management<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n28<\/span><\/td>\n<\/tr>\n
Certain Relationships and Related Transactions<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n30<\/span><\/td>\n<\/tr>\n
Proposals to be Voted on:<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n31<\/span><\/td>\n<\/tr>\n
Proposal Number One\u2014Election of Directors<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n31<\/span><\/td>\n<\/tr>\n
Proposal Number Two\u2014Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n32<\/span><\/td>\n<\/tr>\n
Proposal Number Three\u2014Approval, on an Advisory Basis, the Frequency of the Advisory Vote on Approval of Named Executive Officer Compensation<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n33<\/span><\/td>\n<\/tr>\n
Proposal Number Four\u2014Ratification of the Appointment of Independent Auditor<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n34<\/span><\/td>\n<\/tr>\n
Other Matters<\/span><\/span><\/td>\n\u00a0<\/span><\/td>\n35<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

INSPIRED
\nENTERTAINMENT, INC.<\/b>\u00a0<\/span><\/p>\n

\u00a0<\/span><\/p>\n

2026
\nANNUAL MEETING OF STOCKHOLDERS<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

PROXY
\nSTATEMENT<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

QUESTIONS
\nAND ANSWERS ABOUT THESE PROXY MATERIALS<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Why
\nam I receiving these proxy materials?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

These
\nproxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors (the \u201cBoard\u201d)
\nof Inspired Entertainment, Inc. (the \u201cCompany,\u201d \u201cInspired,\u201d \u201cwe\u201d or \u201cus\u201d) for use at
\nthe 2026 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) to be held on Wednesday, May 27, 2026 at 10:00 A.M., Eastern
\nTime, and at any adjournment or postponement thereof. This proxy statement provides you with information regarding the proposals to be
\npresented at the Annual Meeting so that you can make an informed voting decision.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

What
\nis included in these materials?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

These
\nmaterials include:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nthis
\n proxy statement;<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nthe
\n Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission
\n (the \u201cSEC\u201d) on March 10, 2026 (the \u201cAnnual Report\u201d); and<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\na
\n proxy card (if you are a stockholder of record) or a voting instruction form (if you are a beneficial owner of shares held in street
\n name).<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

How
\ndo I attend the Annual Meeting?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\norder to attend the virtual Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote online, you
\nmust register in advance at www.cstproxy.com\/inseinc\/2026<\/span>. Registration will start beginning May 20, 2026 at 10:00 A.M., Eastern
\nTime. If your shares are held in your name (not in a \u201cstreet account\u201d through a brokerage firm or other nominee), enter the
\ncontrol number printed on your proxy card on the virtual meeting site and follow the instructions to register to attend the meeting.
\nPrior to the start of the Annual Meeting, you will need to log into the meeting site using your control number.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

If
\nyou are the beneficial owner of your shares (e.g., your shares are held in an account with a brokerage firm or other nominee) and wish
\nto attend the virtual Annual Meeting, you must obtain a legal proxy by contacting your brokerage firm or other nominee that holds the
\nshares and then obtain a control number for the meeting from Continental Stock Transfer & Trust Company (Phone: +1-917-262-2373;
\nE-mail: proxy@continentalstock.com). Continental will ask you to provide a copy of your legal proxy and complete a brief form, following
\nwhich you will receive an email that contains your control number and a link and instructions for attending the virtual meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholders
\nwishing to dial into the Annual Meeting by telephone can call 1-800-450-7155 (within the United States and Canada) or +1-857-999-9155
\n(outside the United States and Canada; standard rates apply) and use the passcode 1243757#<\/span>
\nbeginning ten minutes before the start of the Annual Meeting. However, those dialing into the Annual Meeting through this means will
\nnot be able to submit questions or to vote online during the Annual Meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

What
\nitems of business will be voted on at the Annual Meeting?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nitems of business scheduled to be voted on at the Annual Meeting are as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n1.<\/span><\/td>\nTo
\n elect seven directors to serve on the Company\u2019s Board of Directors (the \u201cBoard\u201d) until the 2027 Annual Meeting
\n of Stockholders or until their respective successors are duly elected and qualified;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n2.<\/span><\/td>\nTo
\n approve, on an advisory basis, the compensation of the Company\u2019s named executive officers (\u201cSay-on-Pay\u201d);<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n3.<\/span><\/td>\nTo
\n approve, on an advisory basis, the frequency of the advisory vote on Say-on-Pay (\u201cSay-on-Frequency\u201d) in future years;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n4.<\/span><\/td>\nTo
\n ratify the appointment of CBIZ CPAs P.C. as the independent auditor of the Company for the fiscal year ending December 31, 2026;
\n and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n5.<\/span><\/td>\nTo
\n consider and vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/b><\/span><\/p>\n

Who
\ncan vote at the Annual Meeting?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Holders
\nof record of our common stock, par value $0.0001 per share (\u201cCommon Stock\u201d), at the close of business on April 8, 2026 (the
\n\u201cRecord Date\u201d) are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date,
\nthere were 26,675,355 shares of Common Stock issued and outstanding.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

How
\ndoes the Board recommend that I vote?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nBoard unanimously recommends a vote:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\n\u201cFOR\u201d
\n the election of each of the director nominees named in this proxy statement; <\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\n\u201cFOR\u201d
\n the approval, on an advisory basis, of the compensation of the named executive officers;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\n\u201cFOR\u201d
\n holding future say-on-pay advisory votes every \u201cTHREE YEARS\u201d; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\n\u201cFOR\u201d
\n the ratification of the appointment of CBIZ CPAs P.C. as the independent auditor of the Company for the fiscal year ending December
\n 31, 2026.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

How
\nmany votes am I entitled to per share?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Each
\nshare of Common Stock entitles the record holder thereof to one vote.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

What
\nis the difference between a stockholder of record and a beneficial owner of shares held in street name?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholder
\nof Record<\/i>. If your shares are registered directly in your name with the Company\u2019s transfer agent, Continental Stock Transfer
\n& Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials (including a
\nproxy card) were sent directly to you by the transfer agent.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Beneficial
\nOwner of Shares Held in Street Name<\/i>. If your shares are held in an account at a brokerage firm, bank, custodian or other nominee
\nholder, then you are the beneficial owner of shares held in \u201cstreet name,\u201d and the proxy materials (including voting instructions)
\nwere sent to you by or on behalf of that organization. The organization holding your account is considered the stockholder of record
\nfor purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization as to how to vote
\nyour shares.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

How
\ndo I vote?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholder
\nof Record<\/i>. If you are a stockholder of record, you may submit your proxy over the Internet or by mail. Alternatively, you may vote
\nyour shares at the Annual Meeting if you attend the virtual meeting by following the instructions at www.cstproxy.com\/inseinc\/2026<\/span>
\n(as described above, you will need to register in advance to attend the Annual Meeting). You will not be able to vote at the virtual
\nmeeting if you attend via telephone only. If you submit your vote by proxy, the individuals whose names are listed on the proxy card
\naccompanying this proxy statement will act as your proxies and vote your shares as you direct. If a proposal comes up for vote at the
\nAnnual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Beneficial
\nOwner of Shares Held in Street Name<\/i>. If you are a beneficial owner of shares held in street name (e.g., in a brokerage or other nominee
\naccount), please refer to the voting instruction form provided by your brokerage firm or other nominee for instructions on the voting
\nmethods they offer, which typically include Internet and telephone voting options. If you would like to vote at the virtual Annual Meeting
\ninstead of by proxy, you will need to obtain a \u201clegal proxy\u201d from your brokerage firm or other nominee and a control number
\nfrom Continental Stock Transfer & Trust Company which can be requested by email at proxy@continentalstock.com once you have obtained
\na legal proxy, as discussed further above.<\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

I
\nshare an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional
\ncopy of the proxy materials?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

We
\nhave adopted a procedure approved by the SEC called \u201chouseholding.\u201d Under this procedure, multiple stockholders who share
\nthe same address may receive a single set of proxy materials unless we are provided with contrary instructions. This procedure reduces
\nthe volume of duplicate information distributed to any one household and helps reduce our printing costs, mailing costs, and other expenses.
\nUnder householding, stockholders continue to receive separate proxy cards but only one proxy statement and Annual Report. If you are
\na stockholder of record and would like another set of proxy materials or if you would like to request a change in your delivery preferences,
\nplease contact us as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Inspired
\nEntertainment, Inc.<\/span><\/p>\n

250
\nWest 57th Street, Suite 415<\/span><\/p>\n

New
\nYork, New York 10107<\/span><\/p>\n

Attention:
\nCorporate Secretary<\/span><\/p>\n

+1
\n(646) 565-3861<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholders
\nwho are beneficial owners of shares held in street name should contact their brokerage firm, bank, custodian or other nominee holder
\nto request information about householding or request additional copies of the proxy materials.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Can
\nI change my vote after I have voted?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

You
\nmay revoke your proxy and change your vote at any time before the final vote on each proposal at the Annual Meeting by submitting a new
\nproxy with a later date. Stockholders of record may also revoke their proxy by virtually attending the Annual Meeting and voting or by
\nsending written notice of revocation to the Corporate Secretary at 250 West 57th Street, Suite 415, New York, New York 10107. If you
\nare a beneficial owner of shares held in street name, your brokerage firm, bank, custodian or other nominee can provide you with instructions
\non how to change your vote.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

How
\nmany shares must be present or represented to conduct business at the Annual Meeting?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nquorum requirement for holding the Annual Meeting and transacting business is that holders of at least a majority of the outstanding
\nshares of Common Stock entitled to be voted at the Annual Meeting must be present or represented by proxy. \u201cBroker non-votes\u201d
\n(described below) and \u201cwithhold\u201d or \u201cabstain\u201d responses are included when determining the presence of a quorum.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

What
\nare broker non-votes?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

A
\nbroker non-vote occurs when a brokerage firm holding shares for a beneficial owner does not vote on a proposal because the brokerage
\nfirm has not received voting instructions from the owner and does not have discretionary voting authority on the matter. These matters
\nare often referred to as \u201cnon-routine\u201d matters. Only the proposal concerning ratification of the appointment of the Company\u2019s
\nindependent auditor is a routine matter.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

What
\nare my voting choices?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nregard to the election of directors, you may vote \u201cfor\u201d or \u201cwithhold\u201d authority to vote for each of the nominees
\nfor the Board. In regard to the Say-on-Frequency proposal, you may vote \u201cthree years,\u201d \u201ctwo years,\u201d \u201cone
\nyear\u201d or \u201cabstain.\u201d In regard to the other proposals, you may vote \u201cfor,\u201d \u201cagainst,\u201d or \u201cabstain\u201d
\non the proposal.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

How
\nmany votes are required to approve each of the proposals?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nregard to the election of directors, assuming there is a quorum, directors will be elected by a plurality of the votes cast in person
\nor by proxy at the Annual Meeting. Broker non-votes and \u201cwithhold\u201d votes will have no effect on the election results.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Approval
\nof the Say-on-Pay proposal (Proposal No. 2) requires the affirmative vote of the majority of the votes cast in person or by proxy at
\nthe Annual Meeting, which means the number of shares voted \u201cfor\u201d the proposal must exceed the number voted
\n\u201cagainst\u201d the proposal. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the result.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nregard to the Say-on-Frequency proposal (Proposal No. 3), the frequency that receives the highest number of votes cast will be deemed
\nto be the frequency selected by stockholders. Broker non-votes and abstentions will not be counted as votes cast and will have no
\neffect on the result.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Approval
\nof the proposal to ratify the appointment of the Company\u2019s independent auditor (Proposal No. 4) requires the affirmative vote of
\nthe majority of the votes cast in person or by proxy at the Annual Meeting. Your broker may vote your shares for this proposal if you
\ndo not provide voting instructions. Abstentions will have no effect on the result.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

What
\nhappens if I sign, date and return my proxy card or voting instruction form, but do not indicate how to vote on the particular proposals?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

If
\nyou duly sign, date and return the enclosed proxy card or voting instruction form but do not indicate how you wish to vote on the particular
\nproposals, your proxy will follow the Board\u2019s recommendations and vote in favor of the proposals.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Is
\nmy vote kept confidential?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Proxies,
\nballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to
\nmeet legal requirements.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Where
\ndo I find the voting results of the Annual Meeting?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfinal voting results will be tallied by the inspector of election. We will announce preliminary or final voting results at the Annual
\nMeeting and we will publish final results in a Current Report on Form 8-K, which the Company is required to file with the SEC within
\nfour business days following the Annual Meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Who
\nbears the cost of soliciting proxies?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\ncost of preparing, assembling, printing and mailing this proxy statement and the accompanying proxy card, and the cost of soliciting
\nproxies relating to the Annual Meeting, will be borne by the Company. We will reimburse the banks, brokerage firms, custodians and other
\nnominees for their expenses in forwarding these materials to stockholders. Our officers, directors and employees may assist in soliciting
\nproxies or votes by telephone, electronic and personal communications, but no additional compensation will be paid to such individuals
\nin connection with such activities.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Who
\ncan help answer my additional questions?<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

You
\ncan contact our Corporate Secretary with any additional questions you have, including questions about how to execute your vote, by calling
\n+1 (646) 565-3861 or by sending a letter to our Corporate Secretary at the offices of the Company at 250 West 57th Street, Suite 415,
\nNew York, New York 10107 or emailing us at legal@inseinc.com.<\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

DIRECTORS,
\nEXECUTIVE OFFICERS AND CORPORATE GOVERNANCE<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Directors
\nand Executive Officers<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\ncurrent directors and executive officers are as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
Name<\/b><\/span><\/td>\n\u00a0<\/span><\/td>\nAge
\n *<\/b><\/span><\/td>\n		\u00a0<\/span><\/td>\nPosition<\/b><\/span><\/td>\n<\/tr>\n
A.
\n Lorne Weil<\/span><\/td>\n		\u00a0<\/span><\/td>\n80<\/span><\/td>\n\u00a0<\/span><\/td>\nExecutive
\n Chairman of the Board of Directors<\/span><\/td>\n<\/tr>\n
Michael
\n R. Chambrello<\/span><\/td>\n		\u00a0<\/span><\/td>\n68<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
Ira
\n H. Raphaelson<\/span><\/td>\n		\u00a0<\/span><\/td>\n72<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
Desir\u00e9e
\n G. Rogers<\/span><\/td>\n		\u00a0<\/span><\/td>\n66<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
Steven
\n M. Saferin<\/span><\/td>\n		\u00a0<\/span><\/td>\n77<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
Katja
\n Tautscher<\/span><\/td>\n		\u00a0<\/span><\/td>\n54<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
John
\n M. Vandemore<\/span><\/td>\n		\u00a0<\/span><\/td>\n52<\/span><\/td>\n\u00a0<\/span><\/td>\nDirector<\/span><\/td>\n<\/tr>\n
Brooks
\n H. Pierce<\/span><\/td>\n		\u00a0<\/span><\/td>\n64<\/span><\/td>\n\u00a0<\/span><\/td>\nPresident
\n and Chief Executive Officer<\/span><\/td>\n<\/tr>\n
James
\n Richardson<\/span><\/td>\n		\u00a0<\/span><\/td>\n50<\/span><\/td>\n\u00a0<\/span><\/td>\nExecutive
\n Vice President and Chief Financial Officer<\/span><\/td>\n<\/tr>\n
Simona
\n Camilleri<\/span><\/td>\n		\u00a0<\/span><\/td>\n45<\/span><\/td>\n\u00a0<\/span><\/td>\nExecutive
\n Vice President and General Counsel<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

\u00a0<\/span><\/p>\n

A.
\nLorne Weil <\/b>has served as our Executive Chairman since the consummation of the business combination that created the current Inspired
\nEntertainment, Inc. in December 2016. Mr. Weil was the co-sponsor and founder of Inspired\u2019s predecessor, Hydra Industries Acquisition
\nCorp, and served as its Chairman and Chief Executive Officer since its formation in 2014. Mr. Weil has been a principal of Hydra Management,
\nan investment vehicle he formed, since September 2014. Mr. Weil was Chairman of the Board of Scientific Games Corporation, since renamed
\nLight and Wonder, Inc. (and its predecessor, Autotote Corporation) from October 1991 to November 2013. Light and Wonder is a supplier
\nof technology-based products, systems and services to gaming markets worldwide. Mr. Weil also served as the Chief Executive Officer of
\nScientific Games Corporation from 1992 to 2008 and from November 2010 to November 2013 and as the President from August 1997 to June
\n2005. Under Mr. Weil\u2019s stewardship, the company made a number of significant acquisitions and joint ventures, including the privatization
\nof the off-track betting operations of the State of Connecticut, and the acquisitions of Scientific Games Holdings Corp., IGT Online
\nEntertainment Systems, Global Draw, Games Media and WMS Industries, and the privatization of the Illinois, New Jersey and Italian lotteries.
\nPrior to joining Scientific Games, Mr. Weil was President of Lorne Weil, Inc., a firm he founded which provided strategic planning and
\ncorporate development services to technology-based industries, a role he maintained from 1979 to November 1992. From 1974 to 1979, Mr.
\nWeil was Vice President \u2014 Corporate Development at General Instrument Corporation. From 1970 to 1974, Mr. Weil was a manager with
\nthe Boston Consulting Group. Mr. Weil received his undergraduate degree from the University of Toronto, an M.S. degree from the London
\nSchool of Economics and an M.B.A. from Columbia University, where he served for more than 10 years on the Board of Overseers. In 2012,
\nMr. Weil was the sponsor and Chairman of the Board of Andina Acquisition Corp., a NASDAQ-listed blank check company, and served as the
\nChairman of its successor entity, Tecnoglass Inc., until December 2024. Mr. Weil served as Executive Chairman of Leisure Acquisition
\nCorp., a blank check company from September 2017 until it completed a business combination in June 2021. We believe Mr. Weil is well
\nqualified to serve as a member of our Board due to his extensive business and leadership experience, particularly in the gaming industry.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Michael
\nR. Chambrello<\/b> has been a director since January 2019. Mr. Chambrello is principal of Wickford Strategic Investment, LLC. Mr. Chambrello
\nserved as the Chief Executive Officer of North America Lottery for International Game Technology PLC from March 2015 until December 2017,
\nwhere he was responsible for the development and delivery of all lottery technology solutions globally, the strategic development and
\nmanagement of the lottery business in the U.S. and Canada and the global instant ticket printing business. From July 2005 to December
\n2013, Mr. Chambrello served in various roles at Scientific Games Corporation, including Chief Operating Officer, President and Chief
\nExecutive Officer, and Chief Executive Officer\u2013Asia-Pacific Region. He served as President and CEO of Environmental Systems Products
\nHoldings from November 2000 to June 2005 and as CEO of Transmedia Asia Pacific, Inc. and Transmedia Europe Inc. from 1998 to 1999. He
\nserved in various roles at GTECH Holdings Corporation and its subsidiaries, most recently as President of GTECH Corporation and Executive
\nVice President of GTECH Holdings Corporation, from 1981 to 1998. Mr. Chambrello has served on the board of directors of various public
\nand private companies, most recently as chairman of the board of directors of Meridian Lightweight Technologies. He has also served on
\nthe board of numerous not-for-profit organizations, and currently sits on the executive committees of the Petit Family Foundation and
\nis an emeritus member of the Southern Connecticut State University Foundation. Mr. Chambrello earned a Bachelor of Science degree in
\nEconomics from Southern Connecticut State University. We believe Mr. Chambrello is well qualified to serve as a member of our Board due
\nto his extensive business experience, including significant operational experience with public companies in the gaming industry.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Ira
\nH. Raphaelson <\/b>has been a director since December 2016. Mr. Raphaelson, as well as serving as a member and past Chair of the Northwestern
\nUniversity School of Law Board for over two decades, was previously a Senior Counsel at the international law firm of White & Case
\nLLP, in Washington, D.C and Chicago, Illinois from January 2019 until June 2023. Mr. Raphaelson also served as an adjunct professor of
\nlaw at Northwestern University\u2019s Pritzker School of Law from September 2017 to February 2023. Mr. Raphaelson served as Executive
\nVice President and Global General Counsel of Las Vegas Sands Corp. from November 2011 and as the company\u2019s Secretary from January
\n2015 until August 2016. Mr. Raphaelson served as Vice President and General Counsel of Scientific Games Corp. from February 2006 until
\nOctober 2011 and as its secretary from June 2006 until October 2011. Mr. Raphaelson was a partner in and helped manage the Washington
\nD.C. office of the law firm of O\u2019Melveny & Myers LLP for ten years and a partner in the Washington D.C. office of Shaw Pittman
\nfor three years. Prior to entering private practice, he was a state and federal prosecutor for 15 years, serving the last two years as
\na Presidentially appointed Special Counsel for Financial Institutions Crime within the Department of Justice. Mr. Raphaelson earned an
\nundergraduate degree and a law degree from Northwestern University. We believe Mr. Raphaelson is well-qualified to serve as a member
\nof our Board due to his extensive legal and business experience, including his experience with public companies and advising with respect
\nto legal and regulatory compliance.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Desir\u00e9e
\nG. Rogers <\/b>has been a director since August 2018. Ms. Rogers is the Chief Executive Officer and Co-Owner of Black Opal, LLC, a cosmetics
\ncompany with two separate brands, Fashion Fair and Black Opal specifically designed for the ethnic market. From August 2010 until May
\n2017, Ms. Rogers was the Chief Executive Officer of Johnson Publishing Company, LLC, a lifestyle company inspired by the African American
\nexperience. Ms. Rogers served as the Chair of the Chicago tourism bureau, Choose Chicago from 2013 until 2019. Ms. Rogers was the White
\nHouse Social Secretary for President Obama from January 2009 to April 2010. She served as President of Social Networking for Allstate
\nFinancial, a business unit of the Allstate Corporation, from July 2008 to December 2008; as President of Peoples Gas and North Shore
\nGas, two utility companies owned by Peoples Energy Corporation (a public company acquired by Integrys Energy Group), from 2004 to July
\n2008; as Senior Vice President and Chief Marketing Officer and Vice President of Peoples Energy Corporation from 1997 to 2004; and as
\na Director of the Illinois Lottery from 1991 to 1997. In addition, Ms. Rogers served on the Board of Trustees of Equity Residential,
\na public real estate investment trust, Blue Cross Blue Shield and Pinnacle Entertainment, Inc. She currently serves on the boards of
\nNorthwestern Memorial Foundation, The American Cancer Society and Stagwell Inc., a publicly listed marketing services business. Ms. Rogers
\nhas an undergraduate degree from Wellesley College and an M.B.A. from Harvard Business School. We believe Ms. Rogers is well qualified
\nto serve as a member of our Board due to her extensive experience as a senior executive in the public and private sectors.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Steven
\nM. Saferin <\/b>has been a director since August 2018. Mr. Saferin is Managing Director of Entertainment and Sports Gaming Network, LLC,
\na gaming licensing consultancy firm he founded in 2019. Mr. Saferin previously founded Media Drop-In Productions (later named MDI Entertainment),
\na licensed lottery games and promotions business in 1986, where he served as President and Chief Executive Officer until 2003, when he
\nsold the company to Scientific Games Corporation. Following the sale, Mr. Saferin continued to lead MDI as a division president and also
\nassumed the position of Chief Creative Officer for Scientific Games in 2009 until his retirement in 2016. Prior to founding MDI, Mr.
\nSaferin was the Director of Program Acquisitions at ESPN from 1982 to 1986 and served as a vice president with both Viacom Communications
\nand Warner Amex Cable from 1978 to 1982. Mr. Saferin was an attorney for the Federal Communications Commission and for Viacom International
\nInc. between 1974 and 1978. He has a journalism degree from American University and was a sportswriter at the Washington Post. Mr. Saferin
\nendowed the Sports Communication Program at American University. He holds a law degree from the University of Maryland. He has been recognized
\nby the Lottery Hall of Fame for innovations in lottery advertising and the invention and implementation of licensed games in the lottery
\nindustry. We believe Mr. Saferin is well qualified to serve as a member of our Board due to his extensive experience in business, brand
\nmarketing and as a lottery products innovator.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Katja
\nTautscher<\/b> has been a director since February 2021. Ms. Tautscher has served as the General Counsel of OMV Group, an Austrian multinational
\nintegrated oil, gas and petrochemical company, which is headquartered in Vienna, Austria, and listed on the Vienna Stock Exchange, since
\nJune 2022. In this capacity, Ms. Tautscher leads the legal team and provides respective services to the senior management and the different
\nbusiness units and functions. Prior to that, Ms. Tautscher was the Chief Legal and Compliance Officer of Borealis AG, one of the world\u2019s
\nleading providers of advanced and circular polyolefin solutions and a European market leader in base chemicals, fertilizers and the mechanical
\nrecycling of plastics. Ms. Tautscher joined Borealis AG in 2008 as General Counsel and served as Chief Legal and Procurement Officer
\nto the Borealis Group, where she, next to her responsibilities to oversee all legal activities of the group, was also accountable for
\nthe cost-efficient sourcing of all technical goods and services, raw materials and business services for the entire group, from 2014
\nto 2020. Prior to joining Borealis AG, Ms. Tautscher worked as Assistant General Counsel to Scientific Games Inc, a global leader in
\nthe gaming and lottery industries, from 2006. In this capacity, she conducted EU gaming regulatory work and supervised U.K. legal operations.
\nBefore that, Ms. Tautscher worked as an associate and partner in Austrian and European magic circle law firms focusing on regulatory
\ntopics, including gaming and betting laws as well as competition and antitrust matters. Ms. Tautscher was previously a supervisory board
\nmember of Borealis Agrolinz Melamine GmbH. Ms. Tautscher currently serves as director of OMV Petrom S.A., a company based in Bucharest,
\nRomania and listed on the Romanian Stock Exchange, as chairwoman of OMV Downstream GmbH and OMV Exploration and Production GmbH, both
\nbased in Vienna, Austria. In March 2026, Ms Tautcher has been appointed to the Supervisory Board and Responsible Gaming Committee of
\nCasinos Austria AG, a company founded in 1967 and based in\u00a0Vienna, Austria, owning and operating\u00a0casinos\u00a0around the world,
\nincluding 40 land-based casinos in 16 countries, 8 shipboard casinos, slot parlous, lottery products, and an online gambling platform.
\nMs. Tautscher has a legal degree from the University of Vienna, Austria, and holds an LL.M. from London School of Economics and an M.B.A
\nfrom INSEAD (Fontainebleau). She is admitted to the bar of Austria and is a solicitor of England and Wales. We believe that Ms. Tautscher
\nis well qualified to serve as a member of the Board of Directors because of her extensive global legal and business experience, including
\nher appointments within the gaming sector.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

John
\nM. Vandemore <\/b>has been a director since December 2016. Mr. Vandemore has served as Chief Financial Officer of Skechers USA, Inc.,
\na globally branded casual footwear design and marketing company, since November 2017. Previously, he served as Executive Vice President,
\nDivisional Chief Financial Officer of Mattel, from September 2015 until October 2017. Prior to that, he served as Chief Financial Officer
\nand Treasurer of International Game Technology from 2012 until 2015. Prior to that, from 2007 to 2012, Mr. Vandemore served as Vice President
\nand Chief Financial Officer of Walt Disney Imagineering, a division of The Walt Disney Company, a global entertainment company. From
\n2005 to 2007, Mr. Vandemore served as Vice President and Director, Operations Planning & Analysis of The Walt Disney Company. Prior
\nto 2005, Mr. Vandemore held various positions at AlixPartners, Goldman Sachs, and PricewaterhouseCoopers. Mr. Vandemore earned a Bachelor
\nof Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business Administration
\ndegree from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe Mr. Vandemore is well qualified to
\nserve as a member of our Board due to his extensive financial, accounting and business experience, including his experience as a chief
\nfinancial officer.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Brooks
\nH. Pierce <\/b>has been our President since May 2018 and our Chief Executive Officer since January 2023 (previously serving as our Chief
\nOperating Officer from May 2018 until January 2023). Mr. Pierce joined the Company as Senior Vice President, North America, in April
\n2018. He previously held the position of Chief Executive Officer of BHP Consulting Group, LLC, a sales, marketing and leadership consulting
\nfirm that provided consulting services to the Company from May 2017 through March 2018. From 2015 to 2017, Mr. Pierce was Managing Director
\nof the Americas for Aristocrat Technologies, Inc. He was Chief Revenue Officer for the gaming division of Scientific Games Corporation
\nfrom 2012 to 2015 and held various other roles within Scientific Games from 1991 to 2010, including Senior Vice President of Marketing
\nand President of Scientific Games Racing. From 2010 to 2012, Mr. Pierce was the President and Chief Business Development Officer of Sportech
\nPLC, a U.K.-based gaming equipment and systems supplier. He is currently a Member of the Advisory Board of Leading Edge Ventures, a Wilmington,
\nDelaware-based venture capital fund, as well as an Advisory Board Member of the Horn Entrepreneurial Program at the University of Delaware.
\nHe received his BA from the University of Delaware and is a graduate of the Columbia Business School Senior Executive Program.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

James
\nRichardson <\/b>has been our Chief Financial Officer since January 2025. From 2019 through 2024, Mr. Richardson was employed by Manchester
\nAirports Group as Group Commercial Finance Director and Finance Director of London Stansted and East Midlands Airports, where he contributed
\nsignificantly to a host of financial, commercial and operational achievements. From 2017 until 2019, Mr. Richardson served as Global
\nOnline Finance Director of William Hill plc, one of the world\u2019s leading gaming and betting companies, overseeing the \u00a3600
\nmillion online betting and gaming business. His leadership was instrumental in delivering substantial multi-territory growth and successfully
\nreorganizing the business to align with strategic objectives. He also served as CFO for Dollar Financial Corp\u2019s UK division, and
\nas CFO for the UK and European divisions of Global Payments Inc., a NASDAQ-listed financial services provider. Earlier in his career,
\nhe worked at HSBC Plc, focusing on strategy, mergers and acquisitions, leading the sale of their merchant services business to Global
\nPayments Inc. Mr. Richardson, a Chartered Accountant (FCA, ICAEW), began his career at PricewaterhouseCoopers LLP. He is a graduate of
\nthe University of Hull, United Kingdom.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Simona
\nCamilleri<\/b> has been our General Counsel since July 2024. Dr. Camilleri has an extensive background in the legal and compliance field,
\nholding various leadership roles at companies such as Sportingtech (March 2022 to May 2024), Casumo (August 2020 to January 2022), Payhound
\nand Booming Games (2016-2020), the Betclic Everest Group (2011 to 2016), and UK Counsel for Scientific Games, Global Draw, and Games
\nMedia (2006 to 2011). Additionally, she has served on the Board of Gaming Malta and as an Executive Committee Member (Chairperson) for
\nthe Remote Gaming Business Section of the Malta Chamber of Commerce. She obtained an LLM in Commercial Law from University College London,
\nafter having been awarded a Chevening Scholarship by the British Foreign and Commonwealth Office in 2005. She holds a Doctor of Laws
\ndegree and a Bachelor of Arts in Law & Sociology from the University of Malta. She was admitted to the bar in Malta in 2004 and to
\nthe Roll of Solicitors of England and Wales in 2007, and again in 2024 on her return to the U.K. She is a member of the Malta Chamber
\nof Advocates and the Law Society of England & Wales.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Board
\nof Directors <\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nBoard is comprised of seven directors, each of whom is a nominee for election at the Annual Meeting. During the fiscal year ended December
\n31, 2025, the Board met four (4) times and all directors attended at least 75% of the total number of meetings of the Board and committees
\nof the Board on which they served. We do not have a policy regarding director attendance at annual meetings, but encourage directors
\nto attend if possible. All of the directors then serving on the Board attended our 2025 virtual annual meeting of stockholders.<\/span><\/p>\n

\u00a0<\/i><\/b><\/span><\/p>\n

Director
\nIndependence<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

NASDAQ
\nlisting standards require that a majority of the Board be independent. An \u201cindependent director\u201d is defined under the NASDAQ
\nrules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
\nwhich in the opinion of the Board, would interfere with the director\u2019s exercise of independent judgment in carrying out the responsibilities
\nof a director. Our Board has determined that each of our non-employee directors (Messrs. Chambrello, Raphaelson, Saferin, and Vandemore
\nand Mses. Rogers and Tautscher) is an \u201cindependent director\u201d as defined in the NASDAQ listing standards and applicable SEC
\nrules. Our independent directors have regularly scheduled meetings at which only independent directors are present.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Leadership
\nStructure and Risk Oversight<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Lead
\nIndependent Director.<\/b> Mr. Chambrello serves as the Board\u2019s Lead Independent Director.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Committees
\nof the Board. <\/b>The standing committees of the Board consist of an Audit Committee, a Compensation Committee, and a Nominating, Governance
\nand Compliance Committee. Each of the committees is comprised solely of independent directors and reports to the Board.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Audit
\nCommittee<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\ncurrent members of our Audit Committee are Messrs. Vandemore, Chambrello and Raphaelson. Mr. Vandemore is the chairman of the Audit Committee.
\nAll members are independent under applicable NASDAQ and SEC rules.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Each
\nmember of the Audit Committee is financially literate, and the Board has determined that Mr. Vandemore qualifies as an \u201cAudit Committee
\nfinancial expert\u201d as defined in applicable SEC rules.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

We
\nhave adopted an Audit Committee charter, available on our website, which details the principal functions of the Audit Committee, including:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nthe
\n appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
\n registered public accounting firm engaged by us\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\npre-approving
\n all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged
\n by us, and establishing pre-approval policies and procedures\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nsetting
\n clear hiring policies for employees or former employees of the independent auditors\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\noverseeing
\n cybersecurity and information security matters;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nsetting
\n clear policies for audit partner rotation in compliance with applicable laws and regulations\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nobtaining
\n and reviewing a report, at least annually, from the independent auditors describing the firm\u2019s internal quality-control procedures\u037e
\n any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or
\n investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits
\n carried out by the firm, and any steps taken to deal with any such issues\u037e and to assess the independent auditors\u2019 independence,
\n all relationships between the independent auditors and the Company\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
\n prior to our entering into such transaction\u037e and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
\n any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
\n regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
\n by the Financial Accounting Standards Board, the SEC or other regulatory authorities.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

The
\nAudit Committee held eight (8) meetings during 2025. As part of these meetings, the Committee closely monitored the Company\u2019s internal
\ncontrols remediation progress, met with the Company\u2019s Chief Financial Officer and Audit & SOX Director, who provided regular
\nand direct status updates on remediation, including on IT and Financial SOX remediation efforts, as well as conducted its regular functions.
\nOn a regular basis, the engagement partner of CBIZ CPAs P.C., the Company\u2019s external auditor, provided updates on their audit work,
\nincluding with respect to the testing of the Company\u2019s IT and 404 SOX audit remedial work. In addition, the Committee regularly
\nmet with management in executive sessions to discuss various aspects of the remediation progress. As disclosed in the Company\u2019s
\nAnnual Report on Form 10-K for the fiscal year ended December 31, 2025, management has made significant progress in successfully
\nremediating a substantial number of the Company\u2019s historical material weaknesses, significant deficiencies and control deficiencies
\nwhich were identified in its internal control over financial reporting assessment at December 31, 2024.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/i><\/b><\/span><\/p>\n

Compensation
\nCommittee<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\ncurrent members of our Compensation Committee are Messrs. Saferin, Chambrello and Raphaelson. Mr. Saferin is the chairman of the Compensation
\nCommittee. All members are independent under applicable NASDAQ and SEC rules. We have adopted a Compensation Committee charter, available
\non our website, which details the principal functions of the Compensation Committee, including:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n and approving the compensation of the Company\u2019s executive officers\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n our executive compensation policies and plans\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nimplementing
\n and administering our equity-based remuneration plans\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nassisting
\n management in complying with our SEC filings and annual report disclosure requirements\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\napproving
\n all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers
\n and employees\u037e<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nproducing
\n a report on executive compensation to be included in our annual proxy statement\u037e and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing,
\n evaluating and recommending changes, if appropriate, to the remuneration for directors.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

The
\nCompensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice
\nof a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight
\nof the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
\nor any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required
\nby NASDAQ and the SEC.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompensation Committee held ten (10) meetings during 2025.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Nominating,
\nGovernance and Compliance Committee<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\ncurrent members of our Nominating, Governance and Compliance Committee are Messrs. Raphaelson and Saferin and Mses. Rogers and Tautscher.
\nMr. Raphaelson is the chairman of the Nominating, Governance and Compliance Committee. All members are independent under applicable NASDAQ
\nand SEC rules. We have adopted a Nominating, Governance and Compliance Committee charter, available on our website, which details the
\nprincipal functions of the Nominating, Governance and Compliance Committee, including:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n and making recommendations to the Board annually with respect to the composition, size and needs of the Board;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\ndeveloping
\n a pool of potential director candidates in the event of a vacancy on the Board;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n stockholder nominations for candidates to the Board, if any, and any stockholder proposals affecting corporate governance, and making
\n recommendations to the Board accordingly;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n the size, structure and composition of each committee of the Board and presenting recommendations to the Board for committee membership
\n annually and to fill vacancies as needed;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nevaluating
\n and recommending termination of membership of individual directors in accordance with the Company\u2019s bylaws, for cause or for
\n other appropriate reasons;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreviewing
\n planning for the succession to senior management positions, including the position of Chairman of the Board and President and Chief
\n Executive Officer;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nperiodically
\n reviewing overall corporate governance principles, procedures and practices of the Company and making recommendations to the Board
\n as appropriate;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nreceiving
\n reports on environmental, social and governance matters;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nevaluating
\n and monitoring the Company\u2019s policies and procedures for the use of third-party contractors and customer acquisition; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nmonitoring
\n compliance by the Company with its policies, including, but not limited to, the Company\u2019s Whistle Blowing Policy, Insider Trading
\n Policy, Code of Ethics, Anti-Corruption and Bribery Policy, and guidelines regarding conflicts of interest.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

The
\nNominating, Governance and Compliance Committee held four (4) meetings during 2025.<\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

Oversight
\nof Cybersecurity<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany maintains a governance structure to address cybersecurity risk. For details<\/span>, see
\nItem 1C of our Annual Report.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Consideration
\nof Director Candidates<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Director
\nQualifications<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nBoard believes that all directors should have the highest personal integrity and have a record of exceptional ability and judgment. The
\nBoard also believes that directors should ideally reflect a mix of experience and other qualifications. There is no firm requirement
\nof minimum qualifications or skills that candidates must possess. The Nominating, Governance and Compliance Committee evaluates director
\ncandidates based on a number of qualifications, including, without limitation, their independence, judgment, leadership ability, expertise
\nin the industry, experience developing and analyzing business strategies, financial literacy, risk management skills, and, for incumbent
\ndirectors, his or her past performance.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Procedures
\nfor Consideration<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nNominating, Governance and Compliance Committee initially evaluates a prospective nominee on the basis of their resume and other background
\ninformation that has been made available. A member of the Nominating, Governance and Compliance Committee will contact for further review
\nthose candidates who the committee believes are qualified, may fulfill a specific Board need and would otherwise make a strong contribution
\nto the Board. If, after discussions with the candidate and other reviews and consideration as may be necessary or appropriate, the Nominating,
\nGovernance and Compliance Committee believes that it has identified a qualified candidate, it will make a recommendation to the Board,
\nwhich ultimately determines each slate of director nominees to be proposed to stockholders and ultimately determines when and how to
\nfill vacant Board seats between stockholder elections.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Candidates
\nRecommended by Stockholders<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\npolicy of our Nominating, Governance and Compliance Committee is to consider recommendations for candidates for director nominees that
\nare properly submitted by stockholders. Any stockholder recommendations for consideration by the Nominating, Governance and Compliance
\nCommittee should include the candidate\u2019s name; biographical information; business and residence addresses; resume; information
\nregarding any relationships between the candidate and the Company within the last three years; a description of all arrangements between
\nthe candidate and the recommending stockholder and any other person by which the candidate is being recommended; a written indication
\nof the candidate\u2019s willingness to serve on the Board; any other information required to be provided under the section of this document
\nentitled \u201cOther Matters \u2013 Stockholder Proposals\u201d, the Company\u2019s bylaws and applicable securities laws and regulations;
\nand a written indication of willingness to provide such other information as the Nominating, Governance and Compliance Committee may
\nreasonably request. The Nominating, Governance and Compliance Committee suggests that any stockholder recommendations address, among
\nother matters, how the candidate would qualify for service as a director based on the following criteria in particular: independence,
\njudgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, financial literacy
\nand risk management skills. There are no differences in the manner in which the Nominating, Governance and Compliance Committee evaluates
\ncandidates for director recommended by a stockholder, and other director candidates. The Nominating, Governance and Compliance Committee
\nidentifies candidates for future Board openings on an ongoing basis in the ordinary course of its business, and any candidates recommended
\nby stockholders would be considered in addition to other candidates known to the Nominating, Governance and Compliance Committee.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Procedures
\nfor Contacting Directors<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nBoard has established a process for stockholders to send communications to the Board. Stockholders may communicate with the Board or
\nwith a specific director at any time by writing to Inspired Entertainment, Inc., 250 West 57th Street, Suite 415, New York, New York
\n10107, Attention: Corporate Secretary, or calling +1 (646) 565-3861. We review all messages received and forward messages that reasonably
\nappear to be communications from a stockholder intended to be made to one or more directors about a matter of stockholder interest. Such
\nmessages are forwarded as soon as practicable to the particular director to whom they are addressed or, if not so addressed, to the Chairman
\nof the Nominating, Governance and Compliance Committee. Because other appropriate avenues of communication exist for matters that are
\nnot of stockholder interest, such as general business complaints or employee grievances, communications that do not relate to matters
\nof stockholder interest are not forwarded to directors.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Governance
\nPrinciples <\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany is committed to building a culture dedicated to ethical business behavior and responsible corporate activity. We believe strong
\ncorporate governance is the foundation to delivering on our commitments. It does this by:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n(i)<\/span><\/td>\nBeing
\n committed to having a board which is representative of the different skillsets and the commercial landscape in which we operate;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(ii)<\/span><\/td>\nHaving
\n six independent directors out of seven, a lead independent director and entirely independent committees;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(iii)<\/span><\/td>\nHaving
\n stock ownership guidelines for directors and executive officers;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(iv)<\/span><\/td>\nHaving
\n annual board and committee self-evaluations and annual evaluations of executive officers and having regular executive sessions of
\n independent directors;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(v)<\/span><\/td>\nImplementing
\n policies to combat unethical business conduct and asking suppliers to comply with our Code of Ethics, as well as maintaining a Whistleblowing
\n Policy that protects employees who raise concerns; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(vi)<\/span><\/td>\nImplementing
\n policies and standards for responsible and ethical business practices, financial and compliance controls, including an ISO 9001 compliant
\n Control of External Providers\u2019 policy, an Anti-Corruption & Bribery Policy, an Insider Trading Policy, a Conflict of Interest
\n Policy, and an ISO 27001 compliant Information Security Management System, as well as risk-based employee, consultant, vendor, and
\n business partner due diligence coupled with contracting, finance, and audit oversight.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

This
\nis also part of a shared philosophy by the Compensation Committee, which drives the effort to refine and improve alignment of management
\nand stockholder interests.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stock
\nOwnership Guidelines<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

According
\nto the Company\u2019s stock ownership guidelines, our named executive officers and the non-employee members of our Board are required
\nto hold shares of our common stock with a value at least equal to the following multiple of their annual base salary or cash retainer:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
\u25cf<\/span><\/td>\nExecutive
\n Chairman: 6x annual base salary<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u25cf<\/span><\/td>\nOther
\n executive officers: 3x annual base salary<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u25cf<\/span><\/td>\nNon-employee
\n members of Board of Directors: 5x annual cash retainer<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Under
\nthe ownership guidelines, shares counting toward satisfaction of these guidelines include shares owned outright or indirectly held by
\nthe individual or by a member of the individual\u2019s immediate family residing in the same household and including through 401(k)
\nplans and shares held in trust for the benefit of the individual and\/or the individual\u2019s family as well as shares underlying restricted
\nstock units.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Clawback
\nPolicy<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany maintains a compensation recovery policy that subjects the incentive-based compensation
\nof our executive officers (i.e., compensation that is <\/span>granted, earned or vested based wholly or in part upon the attainment of
\na financial reporting measure) to recovery<\/span> in the event the Company is required to prepare
\nan accounting restatement due to material noncompliance with financial reporting requirements.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Audit
\nCommittee Report* <\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nAudit Committee meets regularly with the Company\u2019s management and its independent registered public accounting firm to consider
\nthe adequacy of the Company\u2019s internal controls and the objectivity of its financial reporting. In addition, the Audit Committee
\nmeets regularly with the Company\u2019s independent registered public accounting firm alone to review the foregoing matters. The Audit
\nCommittee selects the Company\u2019s independent registered public accounting firm and periodically reviews its performance and independence.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nAudit Committee reviewed and discussed the Company\u2019s audited financial statements for the fiscal year ended December 31, 2025 with
\nmanagement, and discussed with the Company\u2019s independent registered public accounting firm the matters required to be discussed
\nby applicable rules of the Public Company Accounting Oversight Board (the \u201cPCAOB\u201d). Additionally, the Audit Committee reviewed
\nthe written disclosures and letter from our independent registered public accounting firm required by the rules of the PCAOB and discussed
\nthe independence of the independent registered public accounting firm under applicable PCAOB and SEC requirements. Based upon such reviews
\nand discussions, the Audit Committee recommended to the Board that the Company\u2019s audited financial statements for the year ended
\nDecember 31, 2025 be included in the Company\u2019s Annual Report on Form 10-K for such year, for filing with the SEC.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Respectfully
\nsubmitted,<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Audit
\nCommittee of the Board of Directors<\/span><\/p>\n

\u00a0<\/span><\/p>\n

\/s\/
\nJohn Vandemore, Chair<\/i><\/span><\/p>\n

\/s\/
\nMichael R. Chambrello<\/i><\/span><\/p>\n

\/s\/
\nIra H. Raphaelson<\/i><\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
*<\/span><\/td>\nThe
\n information contained in this Audit Committee Report shall not be deemed to be \u201csoliciting material\u201d or \u201cfiled\u201d
\n or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the U.S. Securities Exchange
\n Act of 1934, as amended (the \u201cExchange Act\u201d), except to the extent the Company specifically requests that the information
\n be treated as soliciting material or specifically incorporates it by reference into a document filed under the U.S. Securities Act
\n of 1933, as amended (the \u201cSecurities Act\u201d) or the Exchange Act.<\/i><\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Code
\nof Ethics<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

We
\nhave adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our Audit Committee,
\nCompensation Committee and Nominating, Governance and Compliance Committee charters are available on our website at www.inseinc.com.
\nAmendments to, or waivers for any of our principal executive officers from the requirements of, our Code of Ethics, if any, will be disclosed
\non our website at www.inseinc.com or in our reports filed with the SEC.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Insider
\nTrading Policy<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Under
\nour insider trading policy<\/nonnumeric><\/span>, all employees (including officers) and members of the Board are prohibited from purchasing shares on margin,
\nfrom engaging in short sales, and from buying or selling puts, calls or other derivatives in respect of our securities. Although we discourage
\nspeculative hedging transactions, we do permit long-term hedging transactions that are designed to protect the individual\u2019s investment
\nin our securities. Any hedge must be for at least six months and relate to stock or options held by the individual. All hedging transactions
\nmust be pre-cleared pursuant to our insider trading policy. The Company has not approved any hedging transactions and does not expect
\nto do so.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Employees
\ncertify their receipt of on-boarding and periodic training in the foregoing as well as other corporate controls policies.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

We
\nare committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As
\npart of this commitment, we have adopted our insider trading policy governing the purchase, sale, and\/or other dispositions of our securities
\nby our directors, officers, employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and
\nregulations, and the exchange listing standards applicable to us. A copy of our insider trading policy was filed as Exhibit 19.1 to our
\nAnnual Report.<\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

EXECUTIVE
\nCOMPENSATION<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Executive
\nCompensation Oversight and Objectives<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nexecutive compensation program is overseen by the Compensation Committee. The Compensation Committee has developed the following goals
\nfor our executive compensation program:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nto
\n attract and retain key executive talent by providing competitive compensation;<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nto
\n reward executive officers based upon the achievement of Company performance goals and individual performance goals; and<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nto
\n align the interests of executive officers with those of our stockholders.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Compensation
\nConsultant <\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompensation Committee retains Frederic W. Cook & Co., Inc. (\u201cFW Cook\u201d) as its independent compensation consultant. Representatives
\nof FW Cook regularly attend Compensation Committee meetings and communicate with the Chair of the Compensation Committee between meetings.
\nFW Cook reports directly to the Compensation Committee and the Compensation Committee oversees the fees paid to it for its services.
\nFW Cook provides the Compensation Committee with independent and objective guidance on a variety of matters related to our executive
\nand director compensation programs and general compensation and benefits matters. FW Cook does not provide any consulting services to
\nthe Company beyond its role as a consultant to the Compensation Committee. The Compensation Committee conducts an assessment of the independence
\nof its compensation consultant annually, pursuant to SEC rules and, following its most recent assessment, concluded that no conflict
\nof interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee. During 2025, FW
\nCook provided the following services to the Compensation Committee: (1) prepared a compensation risk assessment; (2) provided advice
\non Stock Ownership Guidelines; and (3) advised the Compensation Committee on executive compensation trends and regulatory developments
\ngenerally.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Benchmarking<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nevaluating each element of compensation for our executive officers and senior officers, the Compensation Committee reviewed and benchmarked
\ncompensation levels against competitive market data developed by FW Cook. In general, market data developed by FW Cook was comprised
\nof peer group proxy compensation data, together with compensation data by functional position derived from general industry surveys.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nproxy peer group composition is reviewed and approved by the Compensation Committee after obtaining advice from FW Cook. Key criteria
\nfor inclusion include similar size, industry focus, scope and complexity of business as well as companies with which we compete for executive
\ntalent. The current peer group is as follows: Accel Entertainment, Inc. (NYSE:ACEL), Agilysys, Inc. (NASDAQ:AGYS), Century Casinos, Inc.
\n(NASDAQ:CNTY), Everi Holdings Inc. (NYSE:EVRI), Full House Resorts, Inc. (NASDAQ:FLL), GAN Limited (NASDAQ:GAN), Golden Entertainment,
\nInc. (NASDAQ:GDEN), IMAX Corporation (NYSE:IMAX), LiveOne, Inc. (NASDAQ:LVO), PlayAGS, Inc. (NYSE:AGS), Reservoir Media, Inc. (NASDAQ:RSVR),
\nRush Street Interactive, Inc. (NYSE:RSI), Synchronoss Technologies, Inc. (NASDAQ:SNCR) and Turtle Beach Corporation (NASDAQ:TBCH).<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/i><\/b><\/span><\/p>\n

Compensation
\nRisk Assessment<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

We
\nbelieve that the performance goals and incentive plan structures generally established under the Company\u2019s executive, annual and
\nlong-term incentive programs are not reasonably likely to have a material adverse effect on the Company. Additionally, the Compensation
\nCommittee works with management to ensure that compensation incentives are structured in a manner to minimize risk of non-compliance.
\nThe approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs
\nare discussed and reviewed by the Compensation Committee as well as with an independent compensation consultant. The Company\u2019s
\ncompensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team-oriented rather
\nthan individually focused, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting
\nexecutive compensation systems, monitoring those systems during the year and using discretion in making rewards, as necessary. Both in
\nreliance on its independent compensation consultant\u2019s report and on its own judgments, the Compensation Committee believes that
\nthe Company\u2019s compensation policies and practices for its employees do not encourage risk taking that is reasonably likely to have
\na material adverse effect on the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Named
\nExecutive Officers <\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nnamed executive officers of the Company (the \u201cNamed Executive Officers\u201d) for 2025 were as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n
Named
\n Executive Officer<\/span><\/td>\n		\u00a0<\/span><\/td>\nPosition<\/span><\/td>\n<\/tr>\n
A.
\n Lorne Weil<\/span><\/td>\n		\u00a0<\/span><\/td>\nExecutive
\n Chairman<\/span><\/td>\n<\/tr>\n
Brooks
\n H. Pierce<\/span><\/td>\n		\u00a0<\/span><\/td>\nPresident
\n and Chief Executive Officer<\/span><\/td>\n<\/tr>\n
James
\n Richardson<\/span><\/td>\n		\u00a0<\/span><\/td>\nExecutive
\n Vice President and Chief Financial Officer<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Executive
\nCompensation Elements<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nprincipal elements of the compensation program for our Named Executive Officers consist of:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nbase
\n salary;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nshort-term
\n cash bonus awards;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nlong-term
\n equity awards;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\npersonal
\n benefits; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\ntermination
\n and change in control provisions.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Base
\nSalary<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Base
\nsalary levels are reviewed by the Compensation Committee on an annual basis and as circumstances warrant. In determining base salary
\nlevels, the Compensation Committee considers market competitive information, internal pay equity, individual responsibilities and performance
\nassessments.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Incentive-based
\nCompensation<\/i><\/b><\/span><\/p>\n

\u00a0<\/i><\/b><\/span><\/p>\n

Overview
\nof Short- and Long-Term Incentive Plans<\/i><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany\u2019s short-term incentive plan (STIP) is based on attainment of Adjusted EBITDA (as defined below in the \u201cPay versus
\nPerformance\u201d section) before the inclusion of bonuses under the STIP (\u201cAdjusted EBITDAB\u201d). The STIP for 2025 had various
\ntarget eligibility levels across multiple tiers of management levels ranging from 10% to 130% of base salary depending on corporate performance,
\nbusiness segment performance, and individual performance objectives. Bonus eligibility for the Company\u2019s executive officers for
\n2025 was based on corporate performance criteria.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany\u2019s long-term incentive plan (LTIP) contemplates an aggregate award of restricted stock units with a value equal to a percentage
\nof base salary depending on management levels and ranging from 10% to 100%. Half of the awards are time-vested and half are subject to
\nperformance criteria. The time-vested restricted stock units vest as to 1\/3 in each year beginning in the year of grant, and the
\nperformance-based restricted stock units vest on December 31 of the second year following the performance period, provided
\nthat such shares are earned by meeting the performance criteria set at the time of the grant for the initial year. The performance criteria
\nare based on Adjusted EBITDAB targets.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Short-Term
\nCash Bonus Awards<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

2025
\nShort-Term Cash Bonus Awards<\/i><\/span><\/p>\n

\u00a0<\/span><\/p>\n

As
\npart of the STIP adopted by the Compensation Committee, the Named Executive Officers were eligible to receive performance-based cash
\nbonuses for 2025 based on a formula that involved attainment of the Company\u2019s financial performance metrics. The target bonus opportunity
\nfor Mr. Weil for 2025 was equal to 130% of his base salary and his maximum bonus opportunity was equal to 260% of his base salary. The
\ntarget bonus opportunity for Mr. Pierce for 2025 was equal to 120% of his base salary and his maximum bonus opportunity was equal to
\n240% of his base salary. The target bonus opportunity for Mr. Richardson for 2025 was equal to 50% of his base salary and his maximum
\nbonus opportunity was equal to 100% of his base salary. Mr. Richardson also had an opportunity to earn an additional 10% STIP bonus,
\nconditioned upon the Company\u2019s external auditor issuing an unqualified audit opinion without any material weaknesses\/significant
\ndeficiencies.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nadopting the budget and bonus structure for 2025, the Compensation Committee, on recommendation of the executive team, adopted a budget
\nwith an Adjusted EBITDAB target of $110.2 million (converted from GBP, our functional currency, based on prevailing exchange rate on
\napproval date).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nFebruary 2026, the Compensation Committee reviewed the preliminary Adjusted EBITDAB results for 2025 and the performance of the executive
\nofficers and other eligible employees. Based on such evaluation, the Compensation Committee approved awards for the Named Executive Officers
\nequal to 98.84% of their target award opportunity, reflecting the level of attainment of the corporate performance target for the year
\n(such awards being subject to adjustment until the financial statements to be included in the Annual Report were finalized).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Additional
\nCriteria for Finance Team<\/i><\/span><\/p>\n

\u00a0<\/i><\/span><\/p>\n

For
\n2025, the Compensation Committee determined that members of the finance team would have the opportunity to be awarded an additional 10%
\nSTIP bonus, conditioned upon the Company\u2019s external auditor issuing an unqualified audit opinion without any material weaknesses\/significant
\ndeficiencies. The Compensation Committee determined that such additional bonus opportunity was appropriate, in particular given the work
\ninvolved and the importance to the Company of achieving remediation of material weaknesses and deficiencies. Despite considerable improvements
\nin this area, the opportunity was not realized and no additional STIP bonus awards were made.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Long-Term
\nEquity Awards<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nFebruary 2025, the Compensation Committee approved awards of RSUs to management based on a percentage of base salary (100% for Mr. Weil
\nand Mr. Pierce and 50% for Mr. Richardson) and a formula price methodology, half of such RSUs subject to a time-based vesting schedule
\nand half subject to performance criteria for the 2025 year (as measured by Adjusted EBITDAB) and a vesting schedule (Mr. Weil\u2019s
\nformula grant of RSUs is subject to a cap of 80,000 RSUs and a different formula price methodology in accordance with the terms of his
\nemployment agreement). The time-based RSUs vest 1\/3 each year beginning in year of grant, and the performance-based RSUs vest on December
\n31 of the second year following the performance period, provided the performance criteria set at the time of the grant for the initial
\nyear has been attained.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Although
\nthere is an overlap between the metrics used in the Company\u2019s short-term and long-term incentives, the Compensation Committee believes
\nAdjusted EBITDAB is a key indicator of both short- and long-term performance outcomes. The Compensation Committee takes this overlap
\ninto consideration in determining compensation incentives of Company executives, to attempt to achieve an appropriate level of focus
\nacross the key drivers of the Company\u2019s performance.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany calculated the value of the Common Stock for the formula awards at $12.58, in comparison to the closing price of $10.35 of our
\nstock on the date of grant. The formula amount was determined based on the highest of (i) the 20-trading day average price prior to the
\ngrant date, (ii) the 20-trading day average preceding the highest price for the prior year, and (iii) 80% of the formula price at which
\nthe prior year\u2019s formula awards were granted. In Mr. Weil\u2019s case, pursuant to the terms of his employment agreement, the
\nformula price was determined to be $10.32 (the closing price prior to the date of grant) and the number of shares was capped at 80,000.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Grants
\nof Certain Equity Awards<\/i><\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

The
\nCompany\u2019s stock-based awards consist of RSUs (time-based and performance-based). Accordingly, we do not have a policy or practice
\nrelating to the timing for approving stock option grants. The Compensation Committee has determined that granting RSUs rather than options
\nallows it to better conserve the shares allotted for incentive purposes under the stockholder approved plan.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Personal
\nBenefits<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nexecutive officers of the Company who are U.S.-based (Messrs. Weil and Pierce) are offered executive-tiered life insurance (at 4 times
\nbase salary) and health insurance and participation in a broad-based 401(k) plan that provides matching contributions of up to 4% of
\ncompensation (subject to IRS annual maximums).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nexecutive officers of the Company who are U.K.-based (Mr. Richardson and Ms. Camilleri), receive U.K. market-related benefits, including
\nexecutive-tiered health insurance, life insurance and a defined contribution pension scheme carrying a 15% employer contribution.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany also provides tax equalization benefits to Mr. Pierce associated with his dual location employment services in the U.K. and provides
\ntravel and accommodation reimbursement benefits to Mr. Richardson for his weekly commute to the Burton on Trent, U.K. office.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Employment
\nAgreements, including Termination and Change in Control Provisions<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nemployment service agreements entered into with our Named Executive Officers establish the overall framework for each such officer\u2019s
\ncompensation, including base salary and target and maximum bonus amounts.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nJanuary 2025, the Company entered into addendums to its employment agreements with each of Messrs.
\nWeil and Pierce, which, as described below, extended their term of employment by one year, increased their base salary rates and increased
\ntheir annual target bonus opportunity.<\/span><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Employment
\nAgreement with A. Lorne Weil, Executive Chairman<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany entered into an employment agreement with Mr. Weil on October 9, 2020, which was most recently amended on January 29, 2025 with
\nan effective date of January 1, 2025.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Pursuant
\nto the terms of the January 2025 amendment, Mr. Weil\u2019s base salary was increased from $800,000 to $950,000, his annual target bonus
\nopportunity was increased from 120% to 130% of his annual salary (his maximum bonus opportunity is equal to two times his target bonus)
\nand the term of his employment was extended from December 31, 2027 to December 31, 2028.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nWeil is eligible to participate in the Company\u2019s long-term incentive plan available to senior executives. With respect to the annual
\nformula awards of RSUs under the long-term incentive plan, as discussed above, Mr. Weil\u2019s formula amount of RSUs is determined
\nby dividing his annual base salary by the closing price of the Company\u2019s stock on the date prior to grant, subject to a maximum
\namount of 80,000 RSUs for any fiscal year.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nWeil\u2019s employment agreement provides for special equity grants \u2013 he was awarded 100,000 RSUs upon execution of his employment
\nagreement in October 2020 (which were subject to a time-based service condition) and an additional 750,000 RSUs that were conditioned
\non stockholder approval of the 2021 Omnibus Incentive Plan (obtained at the 2021 Annual Meeting of Stockholders). The 750,000 RSUs were
\ncomprised of 165,000 time-based RSUs, 187,500 Adjusted EBITDA based RSUs and 397,500 stock price based RSUs.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

The
\ntime-based RSUs have met the applicable vesting schedule. With respect to the Adjusted EBITDA based RSUs, the award was comprised of
\nthree increments of 62,500 RSUs that could be earned for each of the years from 2022 to 2024, subject to attainment of targets consistent
\nwith the Company\u2019s annual STIP bonus program, provided that proration of the award begins upon achievement of 70% of the annual
\ntarget, and provided that for each year in which the Compensation Committee determines that the STIP target has been exceeded, the excess
\nEBITDA would be applied to the subsequent year in determining whether Mr. Weil has met the subsequent year\u2019s EBITDA target. The
\napplicable targets were met at the 100% level for the 2022 year and subsequent years after factoring carryover performance. With respect
\nto the stock price based RSUs, tranches covering 300,000 of the RSUs met the applicable targets and the remaining 97,500 RSUs remain
\nunvested (comprising 50,000 RSUs subject to a $17.50 stock price target and 47,500 RSUs subject to a $20.00 stock price target).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nWeil was awarded further special equity grants under the second addendum, which was conditioned on stockholder approval of the Company\u2019s
\n2023 Omnibus Incentive Plan (obtained at the 2023 Annual Meeting). The grants were comprised of an aggregate of 125,000 Adjusted EBITDA
\nRSUs (that may be earned in one-third increments for each of the calendar years from 2025 to 2027), and 125,000 stock price based RSUs
\n(that may be earned in one-quarter increments by meeting certain stock price targets, as measured over a consecutive 45-day calendar
\nperiod) ranging from a price target of $15.00 to $22.50). The stock price target applicable to the first increment was achieved in February
\n2023. The tranche of Adjusted EBITDA RSUs (for 2025) met the criteria for vesting at the 100% level after factoring carryover for performance
\nin excess of the target for prior years.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nthe event the Company elects to terminate Mr. Weil\u2019s employment without cause, or if Mr. Weil terminates his employment for good
\nreason, Mr. Weil would receive his salary and target bonus amount through the earlier of (i) his contract termination date and (ii) eighteen
\nmonths (or thirty months if the termination constituted a \u201cchange in control termination event\u201d as defined), he would receive
\na prorated target bonus for the year of termination and his unvested equity awards (excluding his special sign-on RSUs) would remain
\noutstanding subject to potential vesting in accordance with the time, performance or other conditions applicable to the awards. With
\nrespect to the special sign-on RSUs (as to which an aggregate of 191,250 stock price RSUs and 83,334 Adjusted EBITDA RSUs remain unvested),
\nif Mr. Weil\u2019s employment terminates prior to the end of the agreement, the unvested portion would lapse in circumstances other
\nthan death, a \u201cchange in control termination event\u201d or if the Company\u2019s stock is no longer publicly traded, in which
\ncase all or a portion of the outstanding balance would vest.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\naddition, in accordance with the terms of Mr. Weil\u2019s agreement, term life insurance coverage was obtained in December 2020 in the
\namount of $3.0 million (four times his then current base salary rate) in order to provide Mr. Weil with a death in service benefit equal
\nto four times his base salary, reflecting the rate of coverage offered to other executives of the Company under a group policy. The annual
\ncost of the coverage to the Company is approximately $74,000. Commencing in December 2024, Mr. Weil receives a supplemental amount of
\ncoverage ($262,500) under a group policy.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Under
\nthe employment agreement, Mr. Weil will remain subject to certain covenants, including, among other things, a covenant not to enter into
\na directly competing business or solicit employees of the Company for a period of eighteen months after termination of his employment
\n(or twelve months in the event of a \u201cchange in control termination event\u201d), as well as a covenant not to disclose certain
\nconfidential information of the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Employment
\nAgreement with Brooks H. Pierce, President and Chief Executive Officer<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany entered into an employment agreement with Mr. Pierce on February 17, 2020, which was most recently amended on January 29, 2025
\nwith an effective date of January 1, 2025.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Pursuant
\nto the terms of the January 2025 amendment, Mr. Pierce\u2019s base salary rate was increased from $585,000 to $650,000, his annual target
\nbonus opportunity was increased from 110% to 120% of base salary (his maximum bonus opportunity is equal to two times his target bonus)
\nand the term of his employment was extended from December 31, 2026 to December 31, 2027.<\/span><\/p>\n

\u00a0<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nPierce is also eligible to receive incentive and equity-based compensation and any other benefits determined by the Compensation Committee,
\nincluding participation in the Company\u2019s long-term incentive plan available for senior executives.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nPierce\u2019s agreement provides for special equity grants. In February 2020, he received 100,00 time-based RSUs and 100,000 Adjusted
\nEBITDA RSUs (that could be earned in one-quarter increments subject to the attainment of targets for each of the years from 2020 to 2023).
\nThe time-based RSUs met the criteria for vesting and 81,852 of the Adjusted EBITDA RSUs met the criteria for vesting, with the remainder
\ncanceled. He received an additional special sign-on grant of 75,000 time-based RSUs in July 2021 in connection with an amendment to extend
\nthe term of his agreement, which vested on December 31, 2024.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nPierce received a further grant of 125,000 Adjusted EBITDA Based RSUs (two tranches of 62,500 RSUs for each of the years 2025 and 2026),
\nwhich was conditioned on stockholder approval of the Company of the 2023 Omnibus Incentive Plan. The first tranche (for 2025) met the
\ncriteria for vesting at 98.84% (61,775 RSUs).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\nthe event the Company elects to terminate the agreement other than for cause, or if Mr. Pierce terminates the agreement for good reason,
\nMr. Pierce will receive accrued benefits, salary for 12 months and a prorated bonus for the year of termination (or 18 months in the
\nevent of a change in control transaction, plus 1.5 times target bonus), and his outstanding equity awards will vest in accordance with
\nthe terms set forth in the agreement.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Under
\nthe employment agreement, Mr. Pierce will remain subject to certain covenants, including, among other things, a covenant not to enter
\ninto a directly competing business or solicit employees of the Company for a period of one year after termination of his employment,
\nas well as a covenant not to disclose certain confidential information of the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Employment
\nAgreement with James Richardson, Executive Vice President and Chief Financial Officer<\/i><\/b><\/span><\/p>\n

\u00a0<\/i><\/b><\/span><\/p>\n

The
\nCompany entered into an employment agreement with Mr. Richardson on November 5, 2024 (with an effective date of January 1, 2025).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nRichardson\u2019s base salary rate is \u00a3300,000, and his annual target bonus opportunity is equal to 50% of base salary (his maximum
\nbonus opportunity is equal to two times his target bonus). Mr. Richardson is also eligible to receive incentive and equity-based compensation,
\nand any other benefits determined by the Compensation Committee, including participation in the Company\u2019s long-term incentive plan
\navailable for senior executives.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nagreement does not have a fixed term of employment. Each party is required to give six months\u2019 notice to terminate the agreement;
\nprovided the Company may, in its discretion, elect to terminate with immediate effect by paying the salary contractually due in respect
\nof the notice period or, if less, the notice period still outstanding.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Mr.
\nRichardson\u2019s agreement provided for him to receive a special sign-on equity grant of an aggregate of 30,000 RSUs (which was awarded
\non January 1, 2025) in the form of time-based RSUs (vesting in 1\/3 increments on each of December 31, 2025, December 31, 2026 and December
\n31, 2027, provided that Mr. Richardson is employed by the Company on each vesting date).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Under
\nthe employment agreement, Mr. Richardson will remain subject to certain covenants, including, among other things, a covenant not to enter
\ninto a directly competing business or solicit employees of the Company for a period of six months after termination of his employment,
\nas well as a covenant not to disclose certain confidential information of the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Indemnification
\nAgreements<\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany has entered into indemnification agreements with all of its directors and executive officers pursuant to which such individuals
\nare indemnified by the Company to the fullest extent permitted under Delaware law.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Summary
\nCompensation Table<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfollowing table sets forth information concerning compensation awarded to, earned by or paid to our Named Executive Officers for the
\nyears specified.<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n
Name and Principal Position<\/td>\n\u00a0<\/td>\nYear (1)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nSalary ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nBonus ($) (2)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nStock Awards ($) (3)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nOption Awards ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nNonequity Incentive Plan Compensation (4) ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nAll Other Compensation (5) ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nTotal ($)<\/td>\n\u00a0<\/td>\n<\/tr>\n
A. Lorne Weil<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n950,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,490,930<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,220,674<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n90,285<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n3,751,889<\/td>\n\u00a0<\/td>\n<\/tr>\n
Executive Chairman<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n800,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n86,674<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,391,725<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n283,392<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n105,734<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n2,667,525<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n787,500<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n3,238,812<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n384,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n103,922<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n4,514,234<\/td>\n\u00a0<\/td>\n<\/tr>\n
Brooks H. Pierce<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n650,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,240,137<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n770,952<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n98,289<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n2,759,378<\/td>\n\u00a0<\/td>\n<\/tr>\n
President and CEO<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n585,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n58,099<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n341,032<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n189,961<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n150,017<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,324,109<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n570,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,009,920<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n257,400<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n111,016<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,948,336<\/td>\n\u00a0<\/td>\n<\/tr>\n
James Richardson<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n395,510<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n424,059<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n195,461<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n92,402<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,107,432<\/td>\n\u00a0<\/td>\n<\/tr>\n
Executive VP and CFO<\/i> (1)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n
(1)<\/span><\/td>\nMr.
\n Richardson joined the Company as CFO on January 1, 2025 (accordingly, his compensation is shown only for 2025). Mr. Richardson is
\n based in the U.K., and his cash compensation was paid in British pounds (the Company\u2019s functional currency), which has been
\n converted into U.S. dollars using the average exchange rate during the year, of 1.3184 US dollars to one Pound Sterling.<\/span> In
\n his local currency, Mr. Richardson\u2019s 2025 salary rate was \u00a3300,000 and his bonus award under the STIP program was \u00a3148,260.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(2)<\/span><\/td>\nThe
\n amounts shown as bonuses for Mr. Weil and Mr. Pierce reflect the discretionary amounts approved for them in excess of the amounts
\n that met the performance targets under the STIP bonus program for 2024 which are shown in footnote 4 below.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(3)<\/span><\/td>\n\n

The
\n stock awards for 2025 consist of (i) formula awards of time-based RSUs and performance-based
\n RSUs to each of the Named Executive Officers, (ii) a sign-on award of time-based RSUs for
\n Mr. Richardson and (iii) a tranche of performance-based RSUs subject to 2025 performance
\n criteria which was approved in a previous year for each of Messrs. Weil and Pierce pursuant
\n to their employment agreements but as to which the accounting grant date for such RSUs did
\n not occur until 2025. The amounts for 2025 also reflect the incremental fair value associated
\n with certain modifications that were approved during 2025 with respect to awards granted
\n in earlier years (the stock price RSUs held by Mr. Weil that are subject to price target
\n vesting conditions will remain eligible to meet the applicable vesting criteria during the
\n extended term of Mr. Weil\u2019s employment agreement which was amended in January 2025;
\n and, with respect to the formula performance-based RSUs awarded for 2024 to Mr. Weil and
\n Mr. Pierce, which met the threshold criteria for 2024, the Compensation Committee approved
\n increasing the number of units to 60% of their target
\n <\/span>awards, with the remainder canceled).<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\n values shown reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For the time-based RSUs
\n and performance-based RSUs, the values were determined by multiplying the number of shares subject to the awards by the closing price
\n of the Common Stock on the grant date and, with respect to the performance-based RSUs (as to which the number of RSUs eligible to
\n vest depends on the performance level attained), the amount reflects the Company\u2019s assessment at the time of grant as to the
\n probable outcome of the performance condition, which was determined to be 100% of the target amount. If the formula performance-based
\n RSUs (which had a maximum opportunity of 200%) had instead been valued assuming attainment of the maximum performance level, the
\n grant date fair value of such RSUs would have been as follows: Mr. Weil, $828,000, Mr. Pierce, $534,598 and Mr. Richardson, $152,559.
\n The performance RSUs awarded under the employment agreements with Mr. Weil and Mr. Pierce are capped at 100% of the target amount.
\n With respect to the grants that were modified during 2025, the values reflect the incremental fair value of such awards as of the
\n modification date, which, in the case of the stock price RSUs, was determined using the Monte
\n Carlo simulation method. <\/span>For additional information, see our consolidated financial statements included in our Annual Report
\n on Form 10-K for the year ended December 31, 2025.<\/span><\/p>\n<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n
(4)<\/span><\/td>\nThe
\n nonequity incentive compensation awards shown reflect amounts earned under the Company\u2019s STIP bonus program and paid after
\n year end. The payout level shown reflects approximately 98.84% of the Named Executive Officer\u2019s target bonus for fiscal 2025,
\n 29.52% for fiscal 2024 (an incremental amount was approved, as shown in footnote 2 above, resulting
\n in an aggregate payout level of approximately 38.55% for 2024) and 40% for fiscal 2023, based on the attainment of performance targets
\n for the applicable year<\/span>.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(5)<\/span><\/td>\n\n

The
\n amounts shown under \u201cAll Other Compensation\u201d for 2025 include the following:<\/span><\/p>\n<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
\u00a0<\/td>\n(i)<\/span><\/td>\nMr. Weil, $74,037<\/span>
\nfor term life insurance coverage under an individual policy, $410 for life insurance premiums under a group policy providing supplemental
\ncoverage, $11,838 relating to health insurance costs and $4,000 provided as a health insurance benefits supplement;<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n(ii)<\/span><\/td>\nMr. Pierce, $14,000 in matching contributions allocated to
\na defined contribution plan, $7,271 for life insurance premiums, $8,169 relating to health insurance costs, $4,000 provided as a health
\ninsurance benefits supplement, $1,424 for U.K. tax return preparation costs and tax equalization in the estimated amount of $63,425;
\nand<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n(iii)<\/span><\/td>\nMr. Richardson, $59,327 in
\ncontributions to a defined contribution plan, $1,986 for health insurance premiums, $2,816 for life insurance premiums and $28,273 in
\ncosts paid or reimbursed for weekly travel and accommodation expenses.<\/span><\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\nWith respect to the health insurance costs specified above for each of Messrs. Weil and Pierce, the amounts reflect the incremental cost to the Company of providing health insurance coverage to these executives in comparison to the amounts incurred for coverage that\u2019s available generally to the Company\u2019s salaried employees.<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Outstanding
\nEquity Awards at 2025 Fiscal Year-End<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfollowing table sets forth information concerning outstanding equity awards held by our Named Executive Officers (or by a transferee)
\nas of December 31, 2025.<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n
\u00a0<\/td>\n\u00a0<\/td>\nOption Awards<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nStock Awards (1)(2)(3)(4)<\/sup><\/td>\n<\/tr>\n
Name<\/td>\n\u00a0<\/td>\nNumber of
securities
underlying
unexercised
options
(#)
exercisable<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nNumber of
securities
underlying
unexercised
options
(#)
unexercisable<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nEquity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nOption
exercise
price
($)<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nOption
expiration
date<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nNumber
of shares or
units of stock
that have
not vested
(#)<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nMarket
value
of shares
or units of
stock that
have not
vested
($)<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nEquity
incentive
plan awards:
number of
unearned
shares, units
or other rights
that have not
vested
(#)<\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nEquity incentive
plan awards:
market or
payout value of
unearned shares,
units or other
rights that
have not vested
($)<\/td>\n		\u00a0<\/td>\n<\/tr>\n
A. Lorne Weil (3)<\/sup><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n103,537<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n969,106<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n191,250<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,790,100<\/td>\n\u00a0<\/td>\n<\/tr>\n
Brooks H. Pierce<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n60,100<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n562,536<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n<\/tr>\n
James Richardson<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n32,198<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n301,373<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
(1)<\/span><\/td>\nConsists
\n of the following unvested awards:<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n(i)<\/span><\/td>\nRSUs
\n granted on May 11, 2021 to Mr. Weil in connection with his employment agreement, as amended, comprised of two tranches totaling 97,500
\n stock-price based RSUs (50,000 RSUs vesting at a stock price of $17.50 per share and 47,500 RSUs vesting at a stock price
\n of $20.00 per share) that have not yet vested.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n(ii)<\/span><\/td>\nRSUs
\n granted on May 9, 2023 to Mr. Weil in connection with his employment agreement, as amended, in the amount of 125,000 stock price
\n based RSUs (four equal tranches conditioned on attainment of specified price targets: $15.00 per share, $17.50 per share,
\n $20.00 per share and $22.50 share). The first stock price target has been met and the tranche was vested on May 9, 2023.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(iii)<\/span><\/td>\nRSUs
\n granted on March 8, 2024 to Mr. Weil and Mr. Pierce in the original amounts of 40,000 and 18,595, respectively, as to which one-third
\n vested on each of December 31, 2024 and December 31, 2025 and one-third is scheduled to vest on December 31, 2026.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(iv)<\/span><\/td>\nRSUs
\n granted as performance-based RSUs on March 8, 2024 to Mr. Weil and Mr. Pierce in the target amounts of 40,000 and 18,595, respectively,
\n as to which vesting was conditioned on attainment of pre-established performance criteria for 2024. The performance criteria applicable
\n to the RSUs was met in excess of the threshold level and the Compensation Committee exercised discretion to increase their amounts
\n to 60% of their target awards. The awards remain subject to a time-based vesting schedule (i.e., vesting in one installment on December
\n 31, 2026).<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\n

(v)<\/p>\n<\/td>\n

RSUs granted on January 1, 2025 to Mr. Richardson as
\n a sign-on award in the original amount of 30,000 RSUs, as to which one-third vested on December 31, 2025 and one-third is scheduled
\n to vest on each of December 31, 2026 and December 31, 2027.<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(vi)<\/span><\/td>\nRSUs
\n granted on February 11, 2025 to Mr. Weil, Mr. Pierce and Mr. Richardson in the original amounts of 40,000, 25,826 and 7,370, respectively,
\n as to which one-third vested on December 31, 2025 and one-third is scheduled to vest on each of December 31, 2026 and December 31,
\n 2027.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(vii)<\/span><\/td>\nRSUs
\n granted as performance-based RSUs on February 11, 2025 to Mr. Weil, Mr. Pierce and Mr. Richardson in the target amounts of 40,000,
\n 25,826 and 7,370, respectively, as to which vesting was conditioned on attainment of pre-established performance criteria for
\n 2025. The performance criteria applicable to the RSUs was met at approximately 98.84%. The awards remain subject to a time-based
\n vesting schedule (i.e., vesting in one installment on December 31, 2027).<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n
(2)<\/span><\/td>\nThe
\n values shown were calculated by multiplying the number of shares subject to the awards by the closing price of the Company\u2019s
\n Common Stock on December 31, 2025 ($9.36). In the case of performance RSUs under the Equity Incentive Plan Awards Value column, the
\n value shown was calculated based on target performance.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(3)<\/span><\/td>\nA
\n portion of the awards shown for Mr. Weil (RSUs granted during the years 2021-2024) are held by an entity (Hydralex Holdings
\n LLC) whose membership interests are owned by trusts for the benefit of Mr. Weil\u2019s children
\n and other beneficiaries including Mr. Weil. The awards were transferred for estate planning purposes in May 2024.<\/span><\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(4)<\/span><\/td>\n\n

In
\n addition to the awards reflected in the table (i.e., unvested RSUs as of December 31, 2025),
\n the Named Executive Officers (or a transferee in Mr. Weil\u2019s case) held the following
\n vested (but unsettled) RSUs as of December 31, 2025: Mr. Weil, 1,698,407 RSUs; Mr. Pierce,
\n 267,173 RSUs; and Mr. Richardson, 12,456. A portion of these RSUs settled in January 2026
\n (Mr. Weil, 46,719; Mr. Pierce, 30,398; and Mr. Richardson, 2,456). The balance of vested
\n RSUs are subject to settlement deferral during the employment of the award recipient.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\n table also does not include certain tranches of performance-based RSUs approved under the terms of employment agreements with Mr.
\n Weil and Mr. Pierce as to which the targets (and, accordingly, the accounting grant dates) were not established on or before December
\n 31, 2025. Such RSUs comprise two tranches totaling 83,334 RSUs for Mr. Weil (subject to performance criteria for 2026 and 2027) and
\n one tranche totaling 62,500 RSUs for Mr. Pierce (subject to performance criteria for 2026). The targets for each tranche are anticipated
\n to be set in February of the performance year for the tranche (e.g., February 2026 for the tranche relating to 2026 performance).<\/span><\/p>\n<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

Pay
\nVersus Performance<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

Pursuant
\nto Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing
\nthe following information regarding \u201ccompensation actually paid\u201d, as defined in Item 402(v), and certain financial performance
\nof the Company. In accordance with SEC rules, the \u201ccompensation actually paid\u201d amounts shown in the table below for each
\napplicable year reflect certain adjustments to the values reported in the Summary Compensation Table of the proxy statement as described
\nin the footnotes to the following table.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n\n\n\n\n\n\n
Year<\/td>\n\u00a0<\/td>\nSummary Compensation Table Total for
\n PEO(1)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nCompensation Actually Paid to PEO(2)<\/sup><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nAverage
\n Summary Compensation Table Total for Non-PEO NEOs(1)<\/span><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nAverage Compensation Actually Paid
\n to Non-PEO NEOs(2)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nValue of Initial Fixed $100 Investment
\n Based On: Total Shareholder Return(3)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nNet Income (millions)(4)<\/sup><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\n

Adjusted<\/b><\/span><\/p>\n

EBITDA<\/b><\/span><\/p>\n

(millions)(4)(5)<\/sup><\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n<\/tr>\n
(a)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(b)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(c)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(d)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(e)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(f)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(g)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(h)<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
2025<\/td>\n\u00a0<\/td>\n$<\/td>\n3,751,889<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n3,417,921<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,933,405<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,845,790<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n77.98<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n–17.0<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n111.4<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
2024<\/td>\n\u00a0<\/td>\n$<\/td>\n2,667,525<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,716,384<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,458,728<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,226,700<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n71.43<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n64.8<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n100.1<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
2023<\/td>\n\u00a0<\/td>\n$<\/td>\n4,514,234<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,893,424<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,035,415<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,436,436<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n73.88<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n6.9<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n99.2<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

<\/nonnumeric><\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n\n\n
(1)<\/span><\/td>\n\u00a0<\/span><\/td>\nThe
\n dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Weil in the \u201cTotal\u201d column
\n of the Summary Compensation Table for each applicable year. Mr.
\n Weil<\/nonnumeric><\/span><\/span> was our Principal Executive Officer (PEO)
\n for all applicable years. The dollar amounts reported in column (d) represent the average of the amounts reported for our Named Executive
\n Officers (NEOs), other than our PEO, in the \u201cTotal\u201d column of the Summary Compensation Table in each applicable year.
\n Our NEOs, other than our PEO, were as follows \u2014for 2023, Brooks Pierce, Carys Damon and Daniel Silvers; for 2024, Brooks Pierce
\n and Marilyn Jentzen; and for 2025, Brooks Pierce and James Richardson. <\/span><\/td>\n<\/tr>\n<\/table>\n

<\/nonnumeric><\/p>\n

\u00a0<\/p>\n\n\n
(2)<\/span><\/td>\n\u00a0<\/span><\/td>\nThe
\n dollar amounts reported in column (c) represent the amount of \u201ccompensation actually paid\u201d to Mr. Weil, as computed in
\n accordance with Item 402(v) of Regulation S-K. The dollar amounts reported in column (e) represent the average amount of \u201ccompensation
\n actually paid\u201d to the NEOs, other than our PEO, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The
\n dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with
\n the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the \u201ccompensation actually
\n paid\u201d amounts reported above for the PEO and the average paid to the other NEOs:<\/span><\/td>\n<\/tr>\n<\/table>\n

<\/p>\n

\u00a0<\/span><\/p>\n

Adjustments
\nto Summary Compensation Total to Determine Compensation Actually Paid<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n
\u00a0<\/td>\n\u00a0<\/td>\nYear<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nAmounts Reported under the Summary Compensation Table Total column<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nDeduction for Amounts included in the
\n prior column for \u201cStock Awards\u201d (a)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\n\n

Inclusion of<\/b><\/span><\/p>\n

Equity
\n Values (b)<\/sup><\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n\u00a0<\/td>\nCompensation Actually Paid<\/td>\n\u00a0<\/td>\n<\/tr>\n
PEO<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n3,751,889<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(1,490,930<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n1,156,962<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n3,417,921<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,667,525<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(1,391,725<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n440,584<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,716,384<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n4,514,234<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(3,238,812<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n1,618,002<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,893,424<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
Average for Other NEOs<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,933,405<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(832,098<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n744,483<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,845,790<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,458,728<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(316,255<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n84,227<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,226,700<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,035,415<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(604,895<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n5,916<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,436,436<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/nonnumeric><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

Components
\nthat comprise amounts shown under column \u201cInclusion of Equity Values\u201d in the table above<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n
\u00a0<\/td>\n\u00a0<\/td>\nYear<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nYear End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nFair Value as of Vesting Date of Equity Awards Granted and Vested During the Year<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nChange in Fair Value from End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Year<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During the Year<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nValue of Dividends or other Earnings Paid on Stock not Otherwise Reflected in Fair Value or Total Compensation<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nTotal \u2013 Inclusion of Equity Values<\/td>\n\u00a0<\/td>\n<\/tr>\n
PEO<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n619,660<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n12,161<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n514,791<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n10,350<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,156,962<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n458,536<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(598,956<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n686,289<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(105,285<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n440,584<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n998,523<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(589,137<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n1,089,774<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n118,842<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n1,618,002<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
Average for<\/td>\n\u00a0<\/td>\n2025<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n350,729<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n2,690<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n387,687<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n3,377<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n744,483<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
Other NEOs<\/td>\n\u00a0<\/td>\n2024<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n106,582<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(6,471<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n28,046<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(43,930<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n84,227<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n2023<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n120,019<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(178,546<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n160,910<\/nonfraction><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n(96,467<\/nonfraction><\/td>\n)<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n\u2014<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n5,916<\/nonfraction><\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

<\/nonnumeric><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
(3)<\/span><\/td>\nCumulative
\n total shareholder return (TSR) was determined based on the value of an assumed initial fixed investment of $100, as of December
\n 31, 2022.<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
(4)<\/span><\/td>\nThe
\n amounts shown in the columns for net income and Adjusted EBITDA for 2023 reflect the amounts reported in the financial statements
\n of the Company contained in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with
\n the SEC on March 26, 2025.<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
(5)<\/span><\/td>\nAdjusted
\n EBITDA<\/nonnumeric><\/span>, a non-GAAP financial measure, is defined as net income (loss) excluding depreciation and amortization, interest expense,
\n interest income and income tax expense, and other additional exclusions and adjustments. <\/i>Such additional excluded amounts
\n include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes
\n in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions
\n where trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered
\n outside the normal course of business, including (1) restructuring costs, which include charges attributable to employee severance,
\n management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition
\n costs, (3) gains or losses not in the ordinary course of business and (4) the costs of the restatement of previously issued financial
\n statements. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance
\n for the Company\u2019s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure
\n that, in the Company\u2019s assessment, represents the most important performance measure (that is not otherwise required to be
\n disclosed in the table) used by the company to link compensation actually paid to the Company\u2019s NEOs, for the most recently
\n completed fiscal year, to Company performance.<\/span><\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\nFor
\n a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA for 2024 and 2025, see pages 57-60 of the Company\u2019s
\n Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For a reconciliation of net income to Adjusted EBITDA for
\n 2023, see pages 53-55 of the Company\u2019s Annual Report on Form 10-K for the fiscal year
\n ended December 31, 2024. <\/span><\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/i><\/span><\/p>\n

<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/i><\/span><\/p>\n

Analysis
\nof the Information Presented in the Pay versus Performance Table<\/i><\/span><\/p>\n

\u00a0<\/i><\/span><\/p>\n

The
\nCompany\u2019s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several
\nperformance measures to align executive compensation with Company performance, all of those Company measures are not presented in the
\nPay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically
\nalign the Company\u2019s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of
\nRegulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions
\nof the relationships between information presented in the Pay versus Performance table.<\/span><\/p>\n

<\/nonnumeric><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

Compensation
\nActually Paid and Cumulative TSR<\/span><\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfollowing graph illustrates the amount of \u201ccompensation actually paid\u201d (\u201cCAP\u201d) to Mr. Weil and the average amount
\nof CAP to the Company\u2019s NEOs as a group (excluding Mr. Weil) relative to the Company\u2019s cumulative total shareholder return
\n(TSR) over the three years presented in the table. The CAP for 2023 reflects sign-on equity awards granted as part of employment agreement
\nextensions. The CAP for 2025 reflects a higher level of performance-based bonuses (measured by Adjusted EBITDA) relative to the prior
\nyears in the three-year period. The CAP for 2024 reflects a decline in the Company\u2019s stock price relative to the beginning of the
\nthree-year period. A significant portion of compensation is comprised of performance-based bonuses and equity grants, including, in Mr.
\nWeil\u2019s case, equity awards that are conditioned on the attainment of stock price targets.<\/span><\/p>\n

\u00a0<\/p>\n

\"\"<\/p>\n

<\/nonnumeric><\/p>\n

\u00a0<\/p>\n

Compensation
\nActually Paid and Net Income<\/span><\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\namount of CAP to Mr. Weil and the average amount of CAP to the Company\u2019s NEOs as a group (excluding Mr. Weil) is not aligned with
\nthe Company\u2019s net income over the three years presented in the table. The Company has not used net income as a performance measure
\nin the overall executive compensation program.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

\"\"<\/p>\n

\u00a0<\/p>\n

<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/p>\n

Compensation
\nActually Paid and Adjusted EBITDA<\/span><\/i><\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany utilizes Adjusted EBITDA when setting goals for the Company\u2019s annual performance bonuses and for the performance-based
\nRSUs that are awarded to the NEOs. More than 50% of the value of total compensation awarded for target level performance to Mr. Weil
\nand Mr. Pierce is in the form of performance-based bonuses and restricted stock units tied to Adjusted EBITDA.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

\"\"<\/p>\n

<\/nonnumeric><\/p>\n

\u00a0<\/b><\/span><\/p>\n

Director
\nCompensation<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany\u2019s non-employee director compensation program was as follows in 2025:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n
\u00a0<\/td>\n\u00a0<\/td>\n\n

Annual Cash<\/b><\/span><\/p>\n

Retainer<\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n\u00a0<\/td>\n\n

Annual RSU<\/b><\/span><\/p>\n

Award<\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n<\/tr>\n
Board Members<\/td>\n\u00a0<\/td>\n$<\/td>\n50,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n100,000<\/td>\n\u00a0<\/td>\n<\/tr>\n
Lead Independent Director Additional Retainer and Equity<\/td>\n\u00a0<\/td>\n$<\/td>\n10,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n10,000<\/td>\n\u00a0<\/td>\n<\/tr>\n
Committee Chair Additional Retainer and Equity<\/td>\n\u00a0<\/td>\n$<\/td>\n10,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n10,000<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

With
\nrespect to the annual awards of RSUs for 2025, the number of RSUs granted was determined under the non-employee compensation policy (as
\nin effect on the grant date) by dividing the award value (as shown in the table) by the formula price of $12.58 (in comparison to the
\nclosing price on the date of grant which was $8.83) which reflected the highest of <\/i>(i) the twenty trading day average closing
\nprice of the immediately preceding year\u2019s high closing price of our Common Stock, (ii) the twenty trading day average closing price
\nof our Common Stock before the date of grant and (iii) 80% of the price at which the formula RSUs were granted for the immediately preceding
\nyear. The RSUs vest in four equal installments, one-quarter on the date of grant and the remaining three quarters on the first day of
\neach calendar quarter (i.e., April 1, July 1 and October 1). Directors may elect whether or not they wish to defer settlement of vested
\nRSUs. Amendments to the policy were approved in November 2025 which established that the formula price methodology for annual grants
\nto directors (commencing in 2026) would be based on the twenty-trading day average closing price of our Common Stock before the date
\nof grant.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\ncompensation paid to individuals who served as non-employee directors is shown below for 2025:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
Name<\/td>\n\u00a0<\/td>\nFees Earned or Paid in Cash ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nStock Awards (1) ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nOption Awards ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nNon-Equity Incentive Plan Compensation ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nAll Other Compensation ($)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\nTotal ($)<\/td>\n\u00a0<\/td>\n<\/tr>\n
Michael R. Chambrello<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n60,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n77,201<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n137,201<\/td>\n\u00a0<\/td>\n<\/tr>\n
Ira H. Raphaelson<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n60,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n77,201<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n137,201<\/td>\n\u00a0<\/td>\n<\/tr>\n
Desir\u00e9e G. Rogers<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n50,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n70,190<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n120,190<\/td>\n\u00a0<\/td>\n<\/tr>\n
Steven M. Saferin<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n60,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n77,201<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n137,201<\/td>\n\u00a0<\/td>\n<\/tr>\n
Katja Tautscher<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n50,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n70,190<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n120,190<\/td>\n\u00a0<\/td>\n<\/tr>\n
John M. Vandemore<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n60,000<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n77,201<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n137,201<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
\u00a0<\/span><\/td>\n(1)<\/span><\/td>\nRepresents
\n annual grants of RSUs. The grant date fair value was computed in accordance with FASB ASC Topic 718, by multiplying the number of
\n shares subject to the award by the closing price of the common stock on the grant date. For additional information, see our consolidated
\n financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

As
\nof December 31, 2025, the aggregate stock awards, consisting of RSUs, held by our non-employee directors were as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
Name<\/td>\n\u00a0<\/td>\n\n

Total Number of<\/b><\/span><\/p>\n

RSUs (1)<\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n<\/tr>\n
Michael R. Chambrello<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n22,555<\/td>\n\u00a0<\/td>\n<\/tr>\n
Ira H. Raphaelson<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n42,716<\/td>\n\u00a0<\/td>\n<\/tr>\n
Desir\u00e9e G. Rogers<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n49,390<\/td>\n\u00a0<\/td>\n<\/tr>\n
Steven M. Saferin<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n62,839<\/td>\n\u00a0<\/td>\n<\/tr>\n
Katja Tautscher<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n34,845<\/td>\n\u00a0<\/td>\n<\/tr>\n
John M. Vandemore<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n71,842<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
(1)<\/span><\/td>\nAll
\n outstanding RSUs held by the directors were vested as of fiscal year-end.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Equity
\nCompensation Plan Information<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

As
\nof December 31, 2025, we had the following equity compensation plans, under which the indicated number of securities were issuable upon
\nthe exercise of outstanding awards, and the indicated number of securities remained available for future issuance:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n
Plan Category<\/td>\n\u00a0<\/td>\nNumber of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nWeighted-average
exercise price
\n of
outstanding
options,
warrants
and rights (1)<\/sup><\/td>\n		\u00a0<\/td>\n\u00a0<\/td>\nNumber of
securities
remaining
\n
available for
future issuance
under equity
compensation plans
(excluding
securities
reflected
\n in
column (a)) (2)<\/sup><\/td>\n		\u00a0<\/td>\n<\/tr>\n
\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(a)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(b)<\/span><\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(c)<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Equity compensation plans approved by security holders (2)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n3,627,360<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n(1<\/td>\n)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n2,478,718<\/td>\n\u00a0<\/td>\n<\/tr>\n
Equity compensation plans not approved by security holders<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n
(1)<\/span><\/td>\nReflects
\n outstanding awards of RSUs, which have no exercise price. Includes an aggregate of 145,834 performance-based RSUs that were reserved
\n for awards approved during 2023 (subject to performance criteria to be established for 2026-2027) but as to which the performance
\n criteria (and, accordingly, the accounting grant dates) were not established on or before December 31, 2025. Excludes purchase rights
\n accruing under the Employee Stock Purchase Plan.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(2)<\/span><\/td>\nEquity
\n compensation plans approved by security holders consist of the 2016 Long-Term Incentive Plan, the Second Long-Term Incentive Plan,
\n the 2018 Omnibus Incentive Plan, the 2021 Omnibus Incentive Plan, the 2023 Omnibus Incentive Plan and the Employee Stock Purchase
\n Plan. The number of shares remaining available for issuance was as follows as of December 31, 2025: 2,021,962 shares under the 2023
\n Omnibus Incentive Plan (which includes shares rolled over from the 2021 Omnibus Incentive Plan) and 456,756 under the Employee Stock
\n Purchase Plan (which includes approximately 77,000 shares subject to purchase rights that are accruing under the Employee Stock Purchase
\n Plan).<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

SECURITY
\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfollowing table sets forth information known as of April 8, 2026, the Record Date, regarding the beneficial ownership of our common stock
\nby:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\neach
\n person who is known to be the beneficial owner of more than 5% of the outstanding shares of our common stock; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\neach
\n of our directors and named executive officers (named in our summary compensation table), as well as a group total for all of our
\n current directors and executive officers (including those not named in our summary compensation table).<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Beneficial
\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
\nif the person possesses sole or shared voting or investment power over that security, including options, warrants or RSUs that are currently
\nexercisable or convertible or exercisable or convertible within 60 days of the date as of which information is provided.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nbeneficial ownership of our common stock is based on 26,675,355 shares of common stock outstanding as of the Record Date.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Unless
\notherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares
\nof common stock beneficially owned by them. In addition, unless otherwise indicated, the address for each person named below is c\/o Inspired
\nEntertainment, Inc., 250 West 57th Street, Suite 415, New York, NY 10107.<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Name of Beneficial Owner<\/td>\n\u00a0<\/td>\n\n

Number of Shares<\/p>\n

of
Common Stock (1)<\/p>\n<\/td>\n

\u00a0<\/td>\n\u00a0<\/td>\n\n

Percent of<\/b><\/span><\/p>\n

Class<\/b><\/span><\/p>\n<\/td>\n

\u00a0<\/td>\n<\/tr>\n
MIHI LLC<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n3,023,750<\/td>\n(2)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n11.3<\/td>\n%<\/td>\n<\/tr>\n
David L. Kanen \/ Kanen Wealth Management, LLC<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n2,683,969<\/td>\n(3)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n10.1<\/td>\n%<\/td>\n<\/tr>\n
Samjo Management, LLC<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,965,610<\/td>\n(4)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n7.4<\/td>\n%<\/td>\n<\/tr>\n
BlackRock, Inc.<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n1,533,602<\/td>\n(5)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n5.7<\/td>\n%<\/td>\n<\/tr>\n
A. Lorne Weil<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n3,123,238<\/td>\n(6)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n11.0<\/td>\n%<\/td>\n<\/tr>\n
Michael R. Chambrello<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n91,169<\/td>\n(7)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Ira H. Raphaelson<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n81,632<\/td>\n(8)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Desiree G. Rogers<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n62,815<\/td>\n(9)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Steven M. Saferin<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n69,662<\/td>\n(10)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Katja Tautscher<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n40,321<\/td>\n(11)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
John M. Vandemore<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n78,865<\/td>\n(12)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
Brooks H. Pierce<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n595,044<\/td>\n(13)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n2.2<\/td>\n%<\/td>\n<\/tr>\n
James Richardson<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n11,301<\/td>\n(14)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n*<\/span><\/td>\n\u00a0<\/td>\n<\/tr>\n
All current directors and executive officers as a group (10 persons)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n4,155,131<\/td>\n(15)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n14.4<\/td>\n%<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n
*<\/span><\/td>\nLess
\n than 1 percent<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(1)<\/span><\/td>\nDerivative
\n securities such as options, warrants and RSUs that are exercisable or convertible into shares of common stock within 60 days of the
\n date as of which information is provided in this table are deemed to be beneficially owned and outstanding for purposes of computing
\n the ownership of the person holding such securities but are not deemed to be outstanding for purposes of computing the ownership
\n of any other person.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n
(2)<\/span><\/td>\nAccording
\n to a Schedule 13G filed on January 3, 2017, Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed
\n to beneficially own or otherwise exercise dispositive powers with respect to the shares held by MIHI LLC. The business address listed
\n in the Schedule 13G for Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia, and the business address listed
\n in the Schedule 13G for MIHI LLC is 125 West 55th Street, New York, NY 10019.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
(3)<\/span><\/td>\nAccording
\n to a Schedule 13G\/A filed on November 12, 2025, Kanen Wealth Management, LLC and David Kanen, the Managing Member of Kanen
\n Wealth Management, LLC, have shared voting and dispositive power with respect to 2,557,669
\n <\/span>shares and David Kanen has sole voting and dispositive power with respect to 126,300 shares. The business address listed for
\n such persons in the Schedule 13G\/A is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(4)<\/span><\/td>\nAccording
\n to a Schedule 13G\/A filed on May 14, 2025, Samjo Management, LLC and Andrew N. Wiener, the Managing Member of Samjo Management, LLC,
\n have shared voting power with respect to 918,500 shares and shared dispositive power with respect to 1,965,610 shares. The business
\n address listed for such persons in the Schedule 13G\/A is 880 Third Avenue, 16th Floor, New York, NY 10022.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(5)<\/span><\/td>\nAccording
\n to a Schedule 13G\/A filed on January 29, 2024, BlackRock, Inc. has sole voting power with respect to 1,520,260 shares and sole dispositive
\n power with respect to 1,533,602 shares. The business address listed in the Schedule 13G\/A is 55 East 52nd Street, New York, NY 10055.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(6)<\/span><\/td>\nIncludes
\n 49,384 shares and 1,651,688 shares subject to vested RSUs held by Hydralex Holdings LLC and 493,015 shares held by Angele Delaware
\n Investments LLC (collectively, the \u201cLLCs\u201d). The LLCs are owned by trusts for the benefit of Mr. Weil\u2019s children
\n and other beneficiaries, including Mr. Weil. Also includes 622,771 shares held by trusts for the benefit of Mr. Weil\u2019s children.
\n According to a Schedule 13D\/A filed on March 31, 2026, Carly Weil (who is Mr. Weil\u2019s niece), holds various roles with respect
\n to the LLCs and the trusts and may be deemed to beneficially own the shares held by the LLCs and the trusts.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(7)<\/span><\/td>\nIncludes
\n 10,070 shares held by the Denise M. Chambrello Revocable Trust, as to which Mr. Chambrello and his spouse are co-trustees. Also includes
\n 28,578 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(8)<\/span><\/td>\nIncludes
\n 42,716 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(9)<\/span><\/td>\nIncludes
\n 54,866 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(10)<\/span><\/td>\nIncludes
\n 68,862 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(11)<\/span><\/td>\nIncludes
\n 40,321 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(12)<\/span><\/td>\nIncludes
\n 77,865 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(13)<\/span><\/td>\nIncludes
\n 300,862 shares held by the Brooks H. Pierce 2025 Grantor Retained Annuity Trust with respect
\n to which Mr. Pierce is the trustee. Also includes <\/span>236,775 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(14)<\/span><\/td>\nIncludes
\n 10,000 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
(15)<\/span><\/td>\nIncludes
\n an aggregate of 2,211,671 shares subject to vested RSUs.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

CERTAIN
\nRELATIONSHIPS AND RELATED TRANSACTIONS<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

On
\nNovember 12, 2025, the Company entered into two interest rate swap agreements with Macquarie Bank Limited (an entity affiliated with
\nMIHI LLC, which beneficially owns approximately 11% of our common stock). The swaps became effective on December 9, 2025 and mature on
\nDecember 9, 2027. The swaps are designed to manage our exposure to interest rate volatility associated with our Senior
\nNotes<\/span>. Under the terms of the agreements, the Company pays a fixed interest rate of 3.6208% to Macquarie Bank Limited on a notional
\namount of \u00a3250.0 million ($336.3 million), while Macquarie Bank Limited pays the Company a floating rate equal to the rate due
\non the Senior Notes, subject to a floor of 3.00%.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Nicholas
\nWeil, the son of A. Lorne Weil, our Executive Chairman, is employed by a subsidiary of the Company. For 2025, he was paid a base salary
\nof $172,500 and he was awarded a bonus under the Company\u2019s STIP in the amount of $34,679. He received 2,979 RSUs under the Company\u2019s
\nequity award program for 2025. Effective April 1, 2025, Nicholas Weil\u2019s annual base salary rate was increased to $180,000.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Richard
\nWeil, the brother of A. Lorne Weil, provides consulting services to the Company under an agreement dated December 31, 2021, as amended.
\nFor 2025, Richard Weil received an aggregate of $150,000 in consulting fees and $31,445 in reimbursement for out-of-pocket expenses.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

David
\nKesterson, the stepson of Steven Saferin, a member of our Board and Chairman of the Compensation Committee, was employed by a subsidiary
\nof the Company until August 2025. Amounts paid to him for 2025 were under $100,000.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Policies
\nand Procedures for Related Person Transactions<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nAudit Committee must review and approve any related person transaction we propose to enter into. Our Audit Committee charter details
\nthe policies and procedures relating to transactions that may present actual, potential or perceived conflicts of interest and may raise
\nquestions as to whether such transactions are consistent with the best interest of the company and our stockholders. A summary of such
\npolicies and procedures is as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Any
\npotential related party transaction that is brought to the Audit Committee\u2019s attention will be analyzed by the Audit Committee,
\nin consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does,
\nin fact, constitute a related party transaction. At each of its meetings, the Audit Committee will be provided with the details of each
\nnew, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction,
\nand the benefits to us and to the relevant related party.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\ndetermining whether to approve a related party transaction, the Audit Committee must consider, among other factors, the following factors
\nto the extent relevant:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nwhether
\n the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nwhether
\n there are business reasons for us to enter into the transaction;<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nwhether
\n the transaction would impair the independence of an outside director; and<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nwhether
\n the transaction would present an improper conflict of interest for any director or executive officer.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Any
\nmember of the Audit Committee who has an interest in the transaction under discussion must abstain from voting on the approval of the
\ntransaction, but may, if so requested by the Chairman of the Audit Committee, participate in some or all of the Compensation Committee\u2019s
\ndiscussions of the transaction. Upon completion of its review of the transaction, the Audit Committee may determine to permit or to prohibit
\nthe transaction.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

PROPOSALS
\nTO BE VOTED ON:<\/b><\/span><\/p>\n

PROPOSAL
\nNUMBER ONE\u2014ELECTION OF DIRECTORS<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Director
\nNominees<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nBoard proposes the election of the following seven individuals to serve on the Board until the 2027 annual meeting of stockholders or
\nuntil their respective successors are duly elected and qualified: A. Lorne Weil, Michael R. Chambrello, Ira H. Raphaelson, Desiree G.
\nRogers, Steven M. Saferin, Katja Tautscher and John M. Vandemore. Each of these individuals currently serves on the Company\u2019s Board.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Pursuant
\nto a stockholders agreement dated December 23, 2016 by and among the Company, the sponsors of the Company\u2019s initial public offering
\nand certain other parties, Mr. Weil is the designated director of the Hydra Sponsor; and Messrs. Chambrello and Raphaelson are the joint
\ndesignees of the Macquarie Sponsor and Hydra Sponsor.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Brief
\nstatements as to each nominee\u2019s background and a statement as to why the Board considers such nominee to be qualified and recommends
\nsuch nominee for election are set forth above under the heading \u201cDirectors, Executive Officers and Corporate Governance.\u201d
\nEach nominee has advised us that he or she is willing to be named as a director nominee and to serve as a director if elected.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Vote
\nRequired for Approval<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Assuming
\nthere is a quorum, the directors will be elected by a plurality of the votes cast.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Recommendation
\nof the Board<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

THE
\nBOARD UNANIMOUSLY RECOMMENDS A VOTE \u201cFOR\u201d THE ELECTION OF THE SEVEN DIRECTOR NOMINEES TO SERVE ON THE BOARD UNTIL THE 2027
\nANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

PROPOSAL
\nNUMBER TWO\u2014APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

As
\nrequired by the SEC\u2019s proxy rules, we are seeking, on an advisory basis, a stockholder vote for approval with respect to compensation
\nawarded to our Named Executive Officers and we are asking for your advisory vote on the following resolution (\u201csay-on-pay vote\u201d
\nresolution):<\/span><\/p>\n

\u00a0<\/span><\/p>\n

\u201cRESOLVED,
\nthat the stockholders approve the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for the Annual
\nMeeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion, the summary compensation table
\nand related compensation tables and other related disclosure.\u201d<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Information
\nwith respect to Named Executive Officer compensation is described in more detail in the section of this proxy statement entitled \u201cExecutive
\nCompensation.\u201d<\/span><\/p>\n

\u00a0<\/span><\/p>\n

THE
\nBOARD UNANIMOUSLY RECOMMENDS A VOTE \u201cFOR\u201d THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE
\nOFFICERS.<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

PROPOSAL
\nNUMBER THREE\u2014ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

As
\nrequired by the SEC\u2019s proxy rules, we are seeking, on an advisory basis, a stockholder vote about how often we should seek
\na say-on-pay <\/span>vote on compensation awarded to our named executive officers. Under this proposal, you may vote to have the say-on-pay
\nvote held every three years, every two years, or every year, or you may abstain.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nstockholders voted on a similar proposal in 2020 with the majority voting to hold the say-on-pay vote every three years. We believe that
\na triennial voting frequency provides our stockholders with sufficient time to evaluate the effectiveness of overall compensation philosophy,
\npolicies, and practices in the context of our long-term business results for the corresponding period, while avoiding over-emphasis on
\nshort-term variations in compensation and business results. We also believe that a three-year timeframe provides a better opportunity
\nto observe and evaluate the impact of any changes to executive compensation policies and practices that have occurred since the last
\nadvisory vote.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Vote
\nRequired for Approval<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nfrequency that receives the highest number of votes cast will be deemed to be the frequency selected by the stockholders. Because this
\nvote is advisory, it will not be binding upon our Board. However, the Board will consider the outcome of the stockholder vote, along
\nwith other relevant factors, in recommending a voting frequency to the Board.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Recommendation
\nof the Board<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

THE
\nBOARD UNANIMOUSLY RECOMMENDS A VOTE \u201cFOR\u201d THE APPROVAL FOR A FREQUENCY OF ONCE EVERY \u201cTHREE YEARS\u201d FOR THE STOCKHOLDER
\nADVISORY VOTE ON COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS.<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/p>\n

PROPOSAL
\nNUMBER FOUR\u2014RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nAudit Committee charter provides that the Audit Committee is responsible for appointing the Company\u2019s independent auditor. The
\nAudit Committee has appointed CBIZ CPAs P.C. (\u201cCBIZ\u201d) to serve as the Company\u2019s independent auditor for our fiscal
\nyear ending December 31, 2026 and recommends that the Company\u2019s stockholders ratify the appointment of CBIZ. CBIZ has served as
\nthe Company\u2019s independent auditor since 2025 after it acquired the attest business of Marcum LLP (\u201cMarcum\u201d), which
\nhad served as the Company\u2019s independent auditor since 2016. CBIZ is not expected to have a representative attend the Annual Meeting.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

If
\nthis proposal is not approved at the Annual Meeting, our Audit Committee will reconsider the selection of CBIZ but may determine that
\ncontinued retention is in our Company\u2019s and our stockholders\u2019 best interests. Even if the appointment is ratified, the Audit
\nCommittee, in its discretion, may select a different independent registered public accounting firm at any time if it determines a change
\nwould be in our Company\u2019s and our stockholders\u2019 best interests.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Fees
\nPaid to Independent Registered Public Accounting Firm<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

CBIZ
\naudited our financial statements for the fiscal year ended December 31, 2025 and Marcum audited our financial statements for the fiscal
\nyear ended December 31, 2024. The aggregate fees billed to us for services rendered for those years were as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n\n\n\n
\u00a0<\/td>\n\u00a0<\/td>\n\n

Twelve Months<\/p>\n

Ended
December 31, 2025<\/p>\n<\/td>\n

\u00a0<\/td>\n\u00a0<\/td>\n\n

Twelve Months<\/p>\n

Ended
December 31, 2024<\/p>\n<\/td>\n

\u00a0<\/td>\n<\/tr>\n
Audit fees (1)<\/td>\n\u00a0<\/td>\n$<\/td>\n3,122,586<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n5,127,340<\/td>\n\u00a0<\/td>\n<\/tr>\n
Audit-related fees<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n<\/tr>\n
Tax fees<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n<\/tr>\n
All other fees (2)<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u2014<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n427,986<\/td>\n\u00a0<\/td>\n<\/tr>\n
Total<\/td>\n\u00a0<\/td>\n$<\/td>\n3,122,586<\/td>\n\u00a0<\/td>\n\u00a0<\/td>\n$<\/td>\n5,555,326<\/td>\n\u00a0<\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n\n\n\n\n
\u00a0<\/span><\/td>\n(1)<\/span><\/td>\nAudit
\n fees include (i) fees associated with the audits of our consolidated financial statements; (ii) reviews of our interim quarterly
\n consolidated financial statements and (iii) consents and other items related to SEC matters.<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n(2)<\/span><\/td>\nThese
\n fees reflect costs, including Marcum\u2019s outside counsel costs, associated with responding to the SEC\u2019s subpoena (issued
\n in March 2024) seeking documents concerning, among other things, the Company\u2019s restated financial statements filed with the
\n SEC in February 2024. The SEC staff notified the Company in January 2025 that it had concluded its investigation.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Pre-Approval
\nPolicy<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nAudit Committee has pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors, including
\nthe fees and terms thereof.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Change
\nin Independent Registered Public Accounting Firm<\/b><\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

As
\ndisclosed in our Current Report on Form 8-K filed with the SEC on April 17, 2025, on November 1, 2024, CBIZ acquired the attest business
\nof Marcum. As a result of this transaction, on April 11, 2025, Marcum resigned as auditor of the Company, and with the approval of the
\nAudit Committee, CBIZ was engaged as the Company\u2019s independent registered public accounting firm for the fiscal year ending December
\n31, 2025. The reports of Marcum regarding the Company\u2019s financial statements for the fiscal years ended December 31, 2024 and 2023,
\ndid not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
\nprinciples. During the fiscal years ended December 31, 2024 and 2023, and through April 11, 2025, the date of Marcum\u2019s resignation,
\nthere were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any
\nmatter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if
\nnot resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no
\n\u201creportable events\u201d (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions). During the fiscal years
\nended December 31, 2024 and 2023, and through April 11, 2025, neither the Company nor anyone on the Company\u2019s behalf consulted
\nwith CBIZ regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the
\ntype of audit opinions that might be rendered by CBIZ on the Company\u2019s financial statements, and CBIZ did not provide any written
\nor oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or
\nfinancial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
\nS-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that
\nterm is defined in Item 304(a)(1)(v) of Regulation S-K.<\/span><\/p>\n

\u00a0<\/b><\/span><\/p>\n

Vote
\nRequired for Approval<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Assuming
\nthere is a quorum, this proposal will be approved if the majority of the votes cast in respect of such proposal by the stockholders present
\nin person or represented by proxy are \u201cfor\u201d votes.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Recommendation
\nof the Board<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

THE
\nBOARD UNANIMOUSLY RECOMMENDS A VOTE \u201cFOR\u201d RATIFICATION OF THE APPOINTMENT OF CBIZ CPAs P.C. AS THE INDEPENDENT AUDITOR OF
\nTHE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

OTHER
\nMATTERS<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

The
\nCompany knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before
\nthe stockholders at the Annual Meeting, it is the intention of the persons named on the proxy card to vote the shares represented by
\nthem on such matters according to their best judgment.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholder
\nProposals<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Stockholders
\nmay present proper proposals for inclusion in our proxy statement and for consideration at next year\u2019s annual meeting of stockholders
\nby submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion
\nin our proxy statement for our 2027 annual meeting of stockholders, our Secretary must receive the written proposal at our principal
\nexecutive offices not later than December 24, 2026. In addition, stockholder proposals must comply with the requirements of
\nRule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed
\nto Inspired Entertainment, Inc., 250 West 57th Street, Suite 415, New York, New York 10107, Attention: Corporate Secretary.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Our
\nbylaws also provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by
\nstockholders at a meeting. In addition to other applicable requirements, stockholders wishing to nominate a candidate for director or
\nto propose other business at the 2027 annual meeting of stockholders must ensure written notice is received by our Secretary at Inspired
\nEntertainment, Inc., 250 West 57th Street, Suite 415, New York, New York 10107, not less than 90 or more than 120 days prior to the one-year
\nanniversary of the date of the preceding year\u2019s annual meeting of stockholders (between January 27, 2027 and February 26, 2027).
\nHowever, if the date of the 2027 annual meeting of stockholders is advanced more than 45 days prior to, or delayed by more than 45 days
\nafter, the anniversary of the preceding year\u2019s annual meeting of stockholders, then, to be timely, notice by the stockholder must
\nbe delivered not earlier than the 120th day prior to such annual meeting of stockholders or later than the close of business on the later
\nof (i) the 90th day prior to such annual meeting of stockholders or (ii) the 10th day following the day on which public announcement
\nof the date of such meeting is first made. The public announcement of an adjournment of an annual meeting will not commence a new time
\nperiod for the giving of a stockholder\u2019s notice as described in this section. The notice must include all of the information required
\nby the Company\u2019s Bylaws.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

To
\nbe in proper written form, a stockholder\u2019s notice to the Corporate Secretary with respect to any business (other than nominations)
\nmust set forth as to each such matter such stockholder proposes to bring before the annual meeting (a) a brief description of the matter
\ndesired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed
\nfor consideration and in the event such business includes a proposal to amend our bylaws, the language of the proposed amendment) and
\nthe reasons for conducting such business at the annual meeting, (b) the name and address of the stockholder of record and the name and
\naddress of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class or series and number of shares of our capital
\nstock that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal
\nis made, (d) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose
\nbehalf the proposal is made, and any other person or persons (including their names) in connection with the proposal of such business
\nby such stockholder, (e) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is
\nmade in such business and (f) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to
\nbring such business before the meeting. The foregoing notice requirements will be deemed satisfied by a stockholder as to any proposal
\n(other than nominations) if the stockholder has notified us of such stockholder\u2019s intention to present such proposal at an annual
\nmeeting in compliance with Rule 14a-8 (or any successor thereof) under the Exchange Act and such stockholder has complied with the requirements
\nof such rule for inclusion of such proposal in a proxy statement prepared by us to solicit proxies for such annual meeting. Notwithstanding
\nthe foregoing provisions of this section, if the stockholder (or a qualified representative of the stockholder) does not appear at the
\nannual meeting to present the proposed business, such proposed business will not be transacted, notwithstanding that proxies in respect
\nof such matter may have been received by the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n

To
\nbe in proper written form, a stockholder\u2019s notice to the Corporate Secretary to nominate directors must set forth (i) as to each
\nperson whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address
\nof the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock
\nof the Company that are owned beneficially or of record by the person and (D) any other information relating to the person that would
\nbe required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for
\nelection of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to
\nthe stockholder giving the notice (A) the name and record address of such stockholder and the name and address of the beneficial owner,
\nif any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Company that are
\nowned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a
\ndescription of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the
\nbeneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their
\nnames), (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named
\nin its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination
\nis made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations
\nof proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
\nSuch notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director
\nif elected. Notwithstanding the foregoing provisions of this section, if the stockholder (or a qualified representative of the stockholder)
\ndoes not appear at the annual meeting to present the nomination, such nomination will be disregarded, notwithstanding that proxies in
\nrespect of such nomination may have been received by the Company.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\naddition to the requirements described above, a stockholder must also comply with all applicable requirements of the Exchange Act and
\nthe rules and regulations thereunder with respect to the foregoing matters. We may refuse to acknowledge any stockholder proposal not
\nmade in compliance with the foregoing procedures.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

In
\naddition to satisfying the advance notice requirements under the Company\u2019s Bylaws as described above, to comply with the SEC\u2019s
\nuniversal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company\u2019s nominees
\nmust provide notice to the Company that sets forth the information required by SEC Rule 14a-9(b) under the Exchange Act. Such notice
\nmust be received no later than 60 calendar days prior to the anniversary of the previous year\u2019s annual meeting. For any such director
\nnominee to be included on our proxy card for the 2027 annual meeting of stockholders, the Company\u2019s Secretary must receive notice
\nunder SEC Rule 14a-19 no later than March 28, 2027.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Householding
\nInformation<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

Unless
\nwe have received contrary instructions, we may send a single copy of our proxy materials to any household at which two or more stockholders
\nreside if we believe the stockholders are members of the same family. This process, known as \u201chouseholding,\u201d reduces the
\nvolume of duplicate information received at any one household and helps to reduce our expenses. If you prefer to receive multiple sets
\nof our proxy materials at the same address this year or in future years; or, if you share an address with another stockholder and would
\nlike to receive only a single set of our proxy materials, please request a change in your delivery preferences as follows:<\/span><\/p>\n

\u00a0<\/span><\/p>\n\n\n\n\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nIf
\n you are a record holder, you should contact us at our offices at Inspired Entertainment, Inc., 250 West 57th Street, Suite 415, New
\n York, New York 10107, Attn: Corporate Secretary; or<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n\u00a0<\/span><\/td>\n<\/tr>\n
\u00a0<\/span><\/td>\n\u25cf<\/span><\/td>\nIf
\n you are a beneficial owner, you should contact the bank, broker or other nominee that holds your shares.<\/span><\/td>\n<\/tr>\n<\/table>\n

\u00a0<\/span><\/p>\n

Where
\nYou Can Find More Information<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

We
\nfile annual and quarterly reports and other reports and information with the SEC. These reports and other information can be accessed
\nover the Internet free of charge at the SEC\u2019s website at www.sec.gov or at our website at www.inseinc.com. Our website also contains
\nour Code of Ethics and our Board committee charters.<\/span><\/p>\n

\u00a0<\/span><\/p>\n

If
\nyou have questions about this proxy statement or require assistance voting your shares, please contact us by telephone or in writing:<\/span><\/p>\n

\u00a0<\/span><\/p>\n

Corporate
\nSecretary<\/span><\/p>\n

Inspired
\nEntertainment, Inc.<\/span><\/p>\n

250
\nWest 57th Street, Suite 415<\/span><\/p>\n

New
\nYork, New York 10107<\/span><\/p>\n

Tel:
\n(646) 565-3861<\/span><\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/b><\/span><\/p>\n

FORM
\nOF PROXY CARD (WHITE)<\/b><\/span><\/p>\n

\u00a0<\/span><\/p>\n

\"\"\u00a0<\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/p>\n

\"\"<\/p>\n

\u00a0<\/span><\/p>\n

<\/p>\n

<\/p>\n

\u00a0<\/span><\/p>\n


\n
\n
\n<\/p><\/div>\n

\u2018 The preceding article may include information circulated by third parties \u2019 <\/em><\/p>\n

\u2018 Some details of this article were extracted from the following source www.stocktitan.net \u2019 <\/em><\/p>\n","protected":false},"excerpt":{"rendered":"

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