Common use of Gaming Clause in Contracts

Gaming. Except as set forth on Schedule 4.23 of the Company Disclosure Letter: (a) No Group Company has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (b) Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority, all relevant directors, officers, contractors and employees of the Group Companies have obtained and hold personal management licenses (or jurisdictional equivalent licenses) and those licenses, registrations or findings of suitability are in full force and effect, except where the failure to obtain or maintain such licenses would not reasonably be expected to have a Company Material Adverse Effect. (c) No Group Company has, to the Knowledge of the Company, done or omitted to do anything in material breach of Applicable Gaming Laws and/or a Gaming License. (d) No Group Company has received a written notice from a Governmental Entity alleging that the business of any Group Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Gaming License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group Company. (e) No Group Company is subject to any investigation, inquiry or Legal Proceeding or other disciplinary action, whether pending or, to the Knowledge of the Company, threatened, relating to Applicable Gaming Laws, and, to the Knowledge of the Company, there are no facts, matters or circumstances which would reasonably be expected to give rise to any such investigation, inquiry, Legal Proceeding or action that is likely to result in the imposition of sanctions in connection with a Gaming License or result in the revocation or suspension of a Gaming License or that would reasonably be expected to have a Company Material Adverse Effect. (f) There are no circumstances relating to any of the directors or officers of the Company or to the Company Shareholder which has affected, or could materially affect, the ability of any Group Company to obtain or maintain any relevant Gaming License. (g) To the Knowledge of the Company, (i) all licenses, certificates, registrations and findings of suitability reflect normal time periods and (ii) there is no expectation that any Governmental Entity will revoke or decline to renew such license, certificate, registration or finding of suitability in the ordinary course on or prior to expiry. (h) Complete and correct copies of the Gaming Licenses have been made available to SPAC.

Gaming. (a) Except as set forth on Schedule 4.23 Section 3.21(a) of the Company and Sellers’ Disclosure Letter: (a) No Group , no RSI Company has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (b) Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority, all relevant directors, officers, contractors and employees of the Group RSI Companies have obtained and hold personal management licenses (or jurisdictional local equivalent licenseslicense) and those licenses, registrations or findings of suitability are in full force and effect, except where the failure to obtain or maintain such licenses would not reasonably be expected to have a Company Material Adverse Effect. (c) No Group Since the Lookback Date, no RSI Company has, to the Knowledge of the Company, done or omitted to do anything in material breach of the Applicable Gaming Laws and/or a Gaming of any jurisdictions in which it holds an RSI Companies Relevant License. (d) No Group Except as set forth on Section 3.21(d) of the Company and Sellers’ Disclosure Letter, since the Lookback Date, no RSI Company has received a written notice from a Governmental Entity alleging that the business of any Group RSI Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Gaming RSI Companies Relevant License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group RSI Company. (e) No Group Except as set forth on Section 3.21(e) of the Company and Sellers’ Disclosure Letter, as of the date hereof, no RSI Company has been or is subject to any investigation, inquiry or Legal Proceeding criminal proceeding or other disciplinary action, whether pending or, or to the Knowledge of the Company, threatened, relating to Applicable Gaming Laws, andand there are no facts, matters or circumstances (i) to the Knowledge of the Company or (ii) that first arose (regardless of whether the Company has Knowledge) at any time since the Lookback Date which would reasonably give rise to any such investigation, inquiry, proceeding or action that may result in the imposition of material sanctions in connection with an RSI Companies Relevant License, may result in the revocation of an RSI Companies Relevant License or could reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of the Company, there are no facts, matters or circumstances which would reasonably be expected to give rise to any such investigation, inquiry, Legal Proceeding or action that is likely to result in the imposition of sanctions in connection with a Gaming License or result in the revocation or suspension of a Gaming License or that would reasonably be expected to have a Company Material Adverse Effect. (f) There are no circumstances relating to any of the directors directors, management team or officers stockholder of the Company or to the Company Shareholder which has affected, or could materially affect, the ability of any Group RSI Company to obtain or maintain any relevant Gaming RSI Companies Relevant License. (g) To the Knowledge of the Company, (i) all licenses, certificates, registrations and findings of suitability reflect normal time periods and (ii) there is no expectation that any Governmental Entity will revoke or decline to renew such license, certificate, registration or finding of suitability in the ordinary course on or prior to expiry. (h) Complete and correct copies of the Gaming Licenses have been made available to SPAC.

Gaming. (a) Except as set forth on Schedule 4.23 Section 3.20(a) of the Company Disclosure Letter: (a) No Group , no Target Company has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (b) Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority, all relevant directors, officers, contractors and employees of the Group Target Companies have obtained and hold personal management licenses (or jurisdictional equivalent licenseslicense) and those licenses, registrations or findings of suitability are in full force and effect, except where the failure to obtain or maintain such licenses would not reasonably be expected to have a Company Material Adverse Effect. (c) No Group Since the Lookback Date, no Target Company has, to the Knowledge of the Company, done or omitted to do anything in material breach of the Applicable Gaming Laws and/or of any jurisdictions in which it holds a Gaming Target Companies Relevant License. (d) No Group Except as set forth on Section 3.20(d) of the Company Disclosure Letter, since the Lookback Date, no Target Company has received a written notice from a Governmental Entity alleging that the business of any Group Target Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Gaming Target Companies Relevant License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group Target Company. (e) No Group Except as set forth on Section 3.20(e) of the Company Disclosure Letter, as of the date hereof, no Target Company has been or is subject to any investigation, inquiry or Legal Proceeding criminal proceeding or other disciplinary action, whether pending or, or to the Knowledge of the Company, threatened, relating to Applicable Gaming Laws, andand there are no facts, matters or circumstances (i) to the Knowledge of the Company or (ii) that first arose (regardless of whether the Company has Knowledge) at any time since the Lookback Date which would reasonably give rise to any such investigation, inquiry, proceeding or action that may result in the imposition of material sanctions in connection with a Target Companies Relevant License, may result in the revocation of a Target Companies Relevant License or would have a Material Adverse Effect. (f) To the Knowledge of the Company, there are no facts, matters or circumstances which would reasonably be expected to give rise to any such investigation, inquiry, Legal Proceeding or action that is likely to result in the imposition of sanctions in connection with a Gaming License or result in the revocation or suspension of a Gaming License or that would reasonably be expected to have a Company Material Adverse Effect. (f) There are no circumstances relating to any of the directors directors, officers or officers stockholder of the Company or to the Company Shareholder which has affected, or could materially affect, the ability of any Group Target Company to obtain or maintain any relevant Gaming Target Companies Relevant License. (g) To the Knowledge Except as set forth on Section 3.20(g) of the CompanyCompany Disclosure Letter, (i) all licensesno approvals, certificatesdeterminations, registrations grants, confirmations and findings of suitability reflect normal time periods other conditions with respect to Gaming Regulatory Authorities are required in connection with the transactions contemplated by this Agreement and (ii) there is no expectation that any Governmental Entity will revoke or decline to renew such license, certificate, registration or finding of suitability in the ordinary course on or prior to expiryAncillary Agreements. (h) Complete and correct copies of the Gaming Licenses have been made available to SPAC.

Gaming. (a) Except as set forth on Schedule 4.23 Section 3.21(a) of the Company and Sellers’ Disclosure Letter: (a) No Group , no RSI Company has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (b) Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority, all relevant directors, officers, contractors and employees of the Group RSI Companies have obtained and hold personal management licenses (or jurisdictional local equivalent licenseslicense) and those licenses, registrations or findings of suitability are in full force and effect, except where the failure to obtain or maintain such licenses would not reasonably be expected to have a Company Material Adverse Effect. (c) No Group Since the Lookback Date, no RSI Company has, to the Knowledge of the Company, done or omitted to do anything in material breach of the Applicable Gaming Laws and/or a Gaming of any jurisdictions in which it holds an RSI Companies Relevant License. (d) No Group Except as set forth on Section 3.21(d) of the Company and Sellers’ Disclosure Letter, since the Lookback Date, no RSI Company has received a written notice from a Governmental Entity alleging that the business of any Group RSI Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Gaming RSI Companies Relevant License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group RSI Company. (e) No Group Except as set forth on Section 3.21(e) of the Company and Sellers’ Disclosure Letter, as of the Effective Date, no RSI Company has been or is subject to any investigation, inquiry or Legal Proceeding criminal proceeding or other disciplinary action, whether pending or, or to the Knowledge of the Company, threatened, relating to Applicable Gaming Laws, andand there are no facts, matters or circumstances (i) to the Knowledge of the Company or (ii) that first arose (regardless of whether the Company has Knowledge) at any time since the Lookback Date which would reasonably give rise to any such investigation, inquiry, proceeding or action that may result in the imposition of material sanctions in connection with an RSI Companies Relevant License, may result in the revocation of an RSI Companies Relevant License or could reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of the Company, there are no facts, matters or circumstances which would reasonably be expected to give rise to any such investigation, inquiry, Legal Proceeding or action that is likely to result in the imposition of sanctions in connection with a Gaming License or result in the revocation or suspension of a Gaming License or that would reasonably be expected to have a Company Material Adverse Effect. (f) There are no circumstances relating to any of the directors directors, management team or officers stockholder of the Company or to the Company Shareholder which has affected, or could materially affect, the ability of any Group RSI Company to obtain or maintain any relevant Gaming RSI Companies Relevant License. (g) To the Knowledge of the Company, (i) all licenses, certificates, registrations and findings of suitability reflect normal time periods and (ii) there is no expectation that any Governmental Entity will revoke or decline to renew such license, certificate, registration or finding of suitability in the ordinary course on or prior to expiry. (h) Complete and correct copies of the Gaming Licenses have been made available to SPAC.

Gaming. (a) Except as set forth on Schedule 4.23 Section 3.20(a) of the Company Disclosure Letter: (a) No Group , no Target Company has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (b) Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority, all relevant directors, officers, contractors and employees of the Group Target Companies have obtained and hold personal management licenses (or jurisdictional equivalent licenseslicense) and those licenses, registrations or findings of suitability are in full force and effect, except where the failure to obtain or maintain such licenses would not reasonably be expected to have a Company Target Companies Material Adverse Effect. (c) No Group Since the Lookback Date, no Target Company has, to the Knowledge of the Company, done or omitted to do anything in material breach of the Applicable Gaming Laws and/or a Gaming LicenseLaws. (d) No Group Except as set forth on Section 3.20(d) of the Company Disclosure Letter, since the Lookback Date, no Target Company has received a written notice from a Governmental Entity alleging that the business of any Group Target Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Gaming Target Companies Relevant License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group Target Company. (e) No Group Except as set forth on Section 3.20(e) of the Company Disclosure Letter, as of the date hereof, no Target Company has been or is subject to any investigation, inquiry or Legal criminal Proceeding or other disciplinary action, whether pending or, or to the Knowledge of the Company, threatened, relating to Applicable Gaming Laws, and, to the Knowledge of the Company, and there are no facts, matters or circumstances (i) to the Knowledge of the Company or (ii) that first arose (regardless of whether the Company has Knowledge) at any time since the Lookback Date which would reasonably be expected to give rise to any such investigation, inquiry, Legal Proceeding or action that is likely to result in the imposition of material sanctions in connection with a Gaming License or Target Companies Relevant License, may result in the revocation or suspension of a Gaming Target Companies Relevant License or that would reasonably be expected to have a Company Target Companies Material Adverse Effect. (f) There To the Knowledge of the Company, there are no circumstances relating to any of the directors directors, officers or officers stockholder of the Company or to the Company Shareholder which has affected, or could materially affect, the ability of any Group Target Company to obtain or maintain any relevant Target Companies Relevant License. To the Knowledge of the Company and as of the date hereof, no Target Company or representative of any Target Company has received notice (whether orally or in writing) from any U.S. Gaming LicenseRegulatory Authority that there are circumstances relating to any director, officer or stockholder of the Company which have materially and adversely affected, or that the Company believes are reasonably likely to materially and adversely affect, the ability of any Target Company Acquisition Target to obtain any Target Company Acquisition Target Relevant License upon the completion of the acquisition of such Target Company Acquisition Target by any Target Companies. (g) To Except as set forth on Section 3.20(g) of the Company Disclosure Letter, no approvals, determinations, grants, confirmations and other conditions with respect to Gaming Regulatory Authorities are required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (h) Except as set forth on Section 3.20(h) of the Company Disclosure Letter, or as reflected on the licenses, certificates, registrations and findings of suitability contained in the Data Room, no Gaming Regulatory Authority has imposed on any Target Company any unusual or unique material and adverse conditions, restrictions or limitations under any gaming license, certificate, registration or finding of suitability. (i) Except as set forth on Section 3.20(i) of the Company Disclosure Letter, to the Knowledge of the Company, (i) all licenses, certificates, registrations and or findings of suitability reflect normal time periods periods, and (ii) there is no expectation that any Governmental Entity will revoke or decline to not renew such license, certificate, registration or finding of suitability in the ordinary course on or prior to expiry. (h) Complete and correct copies of the Gaming Licenses have been made available to SPAC.

Gaming. (a) Except as set forth on Schedule 4.23 Section 3.17(a) of the Company Disclosure Letter: (a) No Group Company has Schedule, neither the Company, nor any of its Subsidiaries, or any of their respective shareholders, owners, officers, directors, or employees (i) made any application for has suffered a licensesuspension, certificatedenial, registration non-renewal, condition (other than a Customary Condition), revocation or finding non-issuance of suitability from any Gaming Regulatory Authority that has not been issued, granted or given (License for whatever reason) any reason whatsoever or (ii) withdrawn any such application (for whatever reason)any Gaming License for any reason whatsoever. (b) Where required Neither the Company, nor any of its Subsidiaries, or any of their respective officers, directors or employees (i) has been informed that a Gaming Regulatory Authority does not intend to do so under Applicable renew a Gaming Law License or as requested by (ii) are in receipt of any communication, written or otherwise, from a Gaming Regulatory Authority that suggests the Gaming Regulatory Authority is considering whether to, or intends to, revoke, suspend, not renew or materially modify any Gaming Regulatory AuthorityLicense, all in whole or in part. (c) All Gaming Licenses required for the conduct of the respective businesses of the Company and each of its Subsidiaries under applicable Gaming Laws have been obtained by, and are currently held by, the Company and/or relevant Subsidiary, as applicable, and by their respective shareholders, owners, directors, officers, contractors and employees of the Group Companies have obtained employees, and hold personal management licenses (or jurisdictional equivalent licenses) such Gaming Licenses are valid and those licenses, registrations or findings of suitability are in full force and effect. Such Gaming Licenses are not subject to any unusual conditions or other unusual limitations. All fees and charges due and payable with respect to such Gaming Licenses as of the date hereof have been paid in full. (d) All matters which are required to be notified to any relevant Gaming Regulatory Authority in accordance with relevant Gaming Law and the terms and conditions of any Gaming License have been so notified. All regulatory returns required to be filed with any Gaming Regulatory Authority have been filed without any material delay or adverse effect and were true and accurate in all material respects. (e) Neither the Company, except where its Subsidiaries, nor any of their respective shareholders, owners, officers, directors and employees is currently, nor has been, in material breach or default of the failure to obtain terms of any Gaming License, and no event has occurred which, with or maintain such licenses without notice or lapse of time or both or action of a third party, would not reasonably be expected to have constitute or result in a Company Material Adverse Effectmaterial breach or default with the terms of any Gaming License. (cf) No Group Neither the Company hasnor any of its Subsidiaries has received notice of any investigation, review or proceedings relating to the suspension, revocation, cancelation, non-renewal or material adverse modification of any Gaming License that is material in any respect to the Company’s or its Subsidiaries’ business. (g) Since the Applicable Date, neither the Company, nor any of its Subsidiaries has been, or is currently, in material violation of any Gaming Laws of any jurisdictions either (i) in which it holds a Gaming License or (ii) from which it derives, directly or indirectly, any material revenue. (h) Except as set forth on Section 3.17(h) of the Company Disclosure Schedule, since the Applicable Date, neither the Company, nor any of its Subsidiaries, or any of their respective shareholders, owners, officers, directors or employees, nor, to the Knowledge of the Company, done any B2B customer, has received notice (whether written or omitted otherwise) of any investigation or review (whether actual, pending or threatened) relating to do anything in a potential material breach violation of Applicable any relevant Gaming Laws and/or a Gaming License. (d) No Group Company has received a written notice from a Governmental Entity alleging that the business of any Group Company infringes or violates any Applicable Gaming Law in any material respect or is in breach of the terms of by any Gaming License or that such Governmental Entity intends to pursue any review or investigation which might conclude with the imposition of any sanction on any Group Company. (e) No Group Company is subject to any investigation, inquiry or Legal Proceeding Regulatory Authority or other disciplinary action, whether pending or, to the Knowledge of the Company, threatened, relating to Applicable Gaming LawsGovernmental Authority, and, to the Knowledge of the Company, no investigation or review relating to a potential material violation of the Gaming Laws is pending or threatened, nor has any Gaming Regulatory Authority or other Governmental Authority indicated to the Company any intention to conduct the same, and there are no facts, matters or circumstances (i) to the Knowledge of the Company or (ii) that first arose at any time since the Applicable Date, which would reasonably be expected to give rise to any such investigation, review, inquiry, Legal Proceeding proceeding or action that is likely to (x) may result in the imposition of material sanctions in connection with a Gaming License or License, (y) may result in the revocation or suspension of a Gaming License or that (z) has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (fi) There are no circumstances Neither the Company, any of its Subsidiaries, nor any of their respective shareholders, owners, officers, directors or employees has received any claim, demand, notice, report, allegation, complaint, court order or administrative order from any person (including without limitation any Gaming Regulatory Authority or other Governmental Authority) relating to any material violation or possible material violation of, any Gaming Law (a "Violation Claim"). To the Knowledge of the directors Company, no B2B Customer has received any Violation Claim in connection with its use of the assets or officers services of the Company and its Subsidiaries. (j) For purposes of this Section 3.17, a “material violation” is a violation that is contrary to the Gaming Laws, and includes violations which may result in financial penalties, fines, regulatory settlements in lieu of fines, as well as violations which may result in the suspension, denial, revocation, or imposition of a condition, other than a Customary Condition, to any Gaming License by the applicable Gaming Regulatory Authority. (k) Subject to completion of any regulatory obligations resulting from the Transactions set forth on Section 3.17(k) of the Company Disclosure Schedule, no Gaming License is liable to be varied, suspended or revoked as a result of the Closing. (l) To the Knowledge of the Company and subject to any change of Gaming Law following after the date hereof, there is no fact or circumstance that is reasonably expected to cause any Gaming License to be lapsed, terminated, invalidated, cancelled, revoked, suspended, subject to a variation or additional conditions during its current term or not to be renewed on terms which are no less advantageous to the Company Shareholder which has affected, or could materially affect, its relevant Subsidiary than the ability current terms of any Group Company to obtain or maintain any relevant such Gaming License, and each action necessary to be undertaken by the Company and its Subsidiaries and for the renewal or extension of each Gaming License due to expire within twelve months from the date hereof has been duly taken. (gm) Section 3.17(m) of the Company Disclosure Schedule sets forth a complete list of all territories from which the Company and its Subsidiaries derive revenue, including through B2B Customers. (n) Section 3.17(n) of the Company Disclosure Schedule sets forth a list of all material compliance policies adopted for ensuring compliance with the terms and conditions of the Gaming Licenses and applicable Gaming Laws. Such compliance policies have been designed and are regularly updated in accordance with Good Industry Practice to comply with the terms and conditions of the Gaming Licenses and/or applicable Gaming Laws and/or relevant guidance and standards issued by Gaming Regulatory Authorities from time to time. The Company and each of its Subsidiaries adheres in all material respects with such compliance policies. (o) To the Knowledge of the Company, all activities conducted by the B2B Customers of the Company and its Subsidiaries are and have been in compliance in all material respects since the Applicable Date with all applicable Gaming Laws and other applicable Laws, and such B2B Customers are and have been operating in all material respects since the Applicable Date in accordance with Good Industry Practice. (p) The Company and each of its Subsidiaries: (i) all licenses, certificates, registrations regularly monitors legal and findings of suitability reflect normal time periods and regulatory developments which may impact on their respective business(es) in relevant jurisdictions; (ii) there is no expectation that maintains a list of excluded and restricted territories (the “Excluded Territories List”); and (iii) has contractual mechanisms and processes in place to require territories or jurisdictions to be blocked if necessary at any Governmental Entity will revoke or decline to renew such license, certificate, registration or finding of suitability in time by the ordinary course on or prior to expiry. (h) Complete and correct copies B2B Customers of the Company and its Subsidiaries. Such B2B Customers are promptly notified of any changes to the Excluded Territories List, and the Company and its Subsidiaries monitors compliance by such B2B Customers with the terms of the relevant contractual mechanisms and processes. To the Knowledge of the Company, no B2B Customer is using, or permitting the use by others of, the assets or services of the Company and its Subsidiaries in contravention of applicable Gaming Licenses have been made available Laws or other Laws. The Company and its Subsidiaries require each of the B2B Customers to SPACbe regulated by one or more Gaming Regulatory Authority, to the extent required by applicable Law, and, to the Knowledge of the Company, each B2B Customer is regulated by one or more Gaming Regulatory Authority, to the extent required by applicable Law.