Common use of Licenses and Compliance Clause in Contracts

Licenses and Compliance. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (a) The Company and each of its Subsidiaries has obtained and is in compliance with all Licenses necessary to conduct their respective business as presently conducted. All Company Material Licenses are in full force and effect and are not subject to unusual conditions. The Company has made available to Parent prior to the date hereof true, complete and accurate copies of all Company Material Licenses. (b) No Company Material License will be varied, suspended, revoked or cease to be effective as a result of the Transactions. (c) As of the date of this Agreement, to the Knowledge of the Company, there is no fact or circumstance that is reasonably expected to cause any Company Material License to be revoked, suspended, subject to a variation during its current term, or not to be renewed on terms which are no less advantageous to the Company or its relevant Subsidiary than the current terms of such Company Material License, and each action necessary to be undertaken by the Company and its Subsidiaries for the renewal or extension of each Company Material License due to expire in the period within three months from the date of this Agreement has been duly taken. (d) As of the date hereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has (i) made any application for a Company Material License that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (e) To the Knowledge of the Company, where required to do so under Applicable Gaming Law or by any Gaming Regulatory Authority in writing, all relevant directors, officers, managers, employees, partners, and contractors of the Company and its Subsidiaries have obtained and hold personal management Licenses (or local equivalent License) and those Licenses are in full force and effect. (f) To the Knowledge of the Company, all matters which are required to be notified to the relevant Gaming Regulatory Authority in accordance with the terms and conditions of the applicable Company Material License have been so notified. (g) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective employees, officers, directors or other personnel, has, in the past two years done or omitted to do anything that has or would reasonably be expected to result in a material breach of the Applicable Gaming Laws. (h) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received a written notice from any Governmental Entity alleging that the business of the Company or any of its Subsidiaries infringes or violate any Applicable Gaming Law in any material respect or is in breach of the terms of any Company Material License or that such Governmental Entity intends to pursue any Proceeding which might conclude with the imposition of any sanction, restriction or penalty on the Company or any of its Subsidiaries. (i) In the two year period prior to the date of this Agreement, each of the Company and its Subsidiaries has adhered in all material respects with the policies and procedures adopted by it, to the extent such are necessary for compliance with Applicable Gaming Laws and the terms and conditions of the Company Material Licenses. (i) To the Knowledge of the Company, during the past two years, neither the Company nor any of its Subsidiaries nor any existing director, officer, or employee of the Company or any of its Subsidiaries has been, or is on the date hereof, the subject of any investigation or inquiry (including inquiries relating to possible breaches of any Applicable Gaming Law and/or the Company Material License) by any Gaming Regulatory Authority and (ii) there are no facts, matters or circumstances which are reasonably likely to give rise to any such investigation or inquiry, that could result in the imposition of sanctions in connection with a Company Material License or its revocation. (k) Details of all revocations of, or complaints, allegations or warnings directed specifically at the Company or any of its Subsidiaries or investigations regarding any Company Material License with respect to the Company or any of its Subsidiaries, in each case, as received in writing by, or notified in writing to, the Company or any of its Subsidiaries by a Gaming Regulatory Authority or any other statutory or Governmental Entity in respect of any such Company Material License within the two years prior to the date hereof, including copies of any relevant substantive correspondence, are set forth in Section 4.11(k) of the Company Disclosure Letter. (l) There have been no fines paid to, or other sanctions that have been, or threatened in writing to be, imposed on the Company or any of its Subsidiaries by, a Gaming Regulatory Authority or any other Governmental Entity in relation to the business of the Company and any of its Subsidiaries within the two years prior to the date hereof in relation to any Applicable Gaming Laws or any Company Material License. (m) Except as set forth in Section 4.11(m) of the Company Disclosure Letter (true and complete copies of which have been made available to Parent prior to the date hereof), there are no written agreements, Contracts or other undertakings currently in effect between: (i) (a) the Company or any of its Subsidiaries or any of their respective employees, officers and directors in their capacity as such, on the one hand, and (b) any Gaming Regulatory Authority (including any conditions, restrictions, restraints or impairments of any Company Material License or capacity to do business), on the other hand, and (ii) (x) any stockholders of the Company (or Affiliates thereof, other than the Company and its Subsidiaries), on the one hand, and (y) any Gaming Regulatory Authority, on the other hand. (n) None of the Company or any of its Subsidiaries has any operations, assets, properties, businesses or activities outside the United States.

Licenses and Compliance. Except as would not, individually or in the aggregate, have a Company Parent Material Adverse Effect: (a) The Company Parent and each of its Subsidiaries has obtained and is in compliance with all Licenses necessary to conduct their respective business as presently conducted. All Company Parent Material Licenses are in full force and effect and are not subject to unusual conditions. The Company Parent has made available to Parent Company prior to the date hereof true, complete and accurate copies of all Company Parent Material Licenses. (b) No Company To the Knowledge of Parent, no Parent Material License will be varied, suspended, revoked or cease to be effective as a result of the Transactions. (c) As of the date of this Agreement, to the Knowledge of the Company, there is no fact or circumstance that is reasonably expected to cause any Company Material License to be revoked, suspended, subject to a variation during its current term, or not to be renewed on terms which are no less advantageous to the Company or its relevant Subsidiary than the current terms of such Company Material License, and each action necessary to be undertaken by the Company and its Subsidiaries for the renewal or extension of each Company Material License due to expire in the period within three months from the date of this Agreement has been duly taken. (d) As of the date hereof, to the Knowledge of the CompanyParent, neither the Company Parent nor any of its Subsidiaries has (i) made any application for a Company Parent Material License that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (ed) To the Knowledge of the CompanyParent, where required to do so under Applicable Gaming Law or by any Gaming Regulatory Authority in writing, all relevant directors, officers, managers, employees, partners, and contractors of the Company Parent and its Subsidiaries have obtained and hold personal management Licenses (or local equivalent License, temporary license or short-term waiver) and those Licenses are in full force and effect. (fe) To the Knowledge of the CompanyParent, all matters which are required to be notified to the relevant Gaming Regulatory Authority in accordance with the terms and conditions of the applicable Company Parent Material License have been so notified. (gf) Neither the Company Parent nor any of its Subsidiaries nor, to the Knowledge of the CompanyParent, any of their respective employees, officers, directors or other personnel, has, in the past two five years done or omitted to do anything that has or would reasonably be expected to result in a material breach of the Applicable Gaming Laws. (h) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received a written notice from any Governmental Entity alleging that the business of the Company or any of its Subsidiaries infringes or violate any Applicable Gaming Law in any material respect or is in breach of the terms of any Company Material License or that such Governmental Entity intends to pursue any Proceeding which might conclude with the imposition of any sanction, restriction or penalty on the Company or any of its Subsidiaries. (ig) In the two year period prior to the date of this Agreement, each of the Company Parent and its Subsidiaries has adhered in all material respects with the policies and procedures adopted by it, to the extent such are necessary for compliance with Applicable Gaming Laws and the terms and conditions of the Company Parent Material Licenses. (i) To the Knowledge of the Company, during the past two years, neither the Company nor any of its Subsidiaries nor any existing director, officer, or employee of the Company or any of its Subsidiaries has been, or is on the date hereof, the subject of any investigation or inquiry (including inquiries relating to possible breaches of any Applicable Gaming Law and/or the Company Material License) by any Gaming Regulatory Authority and (ii) there are no facts, matters or circumstances which are reasonably likely to give rise to any such investigation or inquiry, that could result in the imposition of sanctions in connection with a Company Material License or its revocation. (k) Details of all revocations of, or complaints, allegations or warnings directed specifically at the Company or any of its Subsidiaries or investigations regarding any Company Material License with respect to the Company or any of its Subsidiaries, in each case, as received in writing by, or notified in writing to, the Company or any of its Subsidiaries by a Gaming Regulatory Authority or any other statutory or Governmental Entity in respect of any such Company Material License within the two years prior to the date hereof, including copies of any relevant substantive correspondence, are set forth in Section 4.11(k) of the Company Disclosure Letter. (lh) There have been no fines paid to, or other sanctions that have been, or threatened in writing to be, imposed on the Company Parent or any of its Subsidiaries by, a Gaming Regulatory Authority or any other Governmental Entity in relation to the business of the Company Parent and any of its Subsidiaries within the two years prior to the date hereof in relation to any Applicable Gaming Laws or any Company Parent Material License. (mi) Except as set forth in Section 4.11(m5.9(i) of the Company Parent Disclosure Letter (true and complete copies of which have been made available to Parent Company prior to the date hereof), there are no written agreements, Contracts or other undertakings currently in effect between: (i) (a) the Company Parent or any of its Subsidiaries or any of their respective employees, officers and directors in their capacity as such, on the one hand, and (b) any Gaming Regulatory Authority (including any conditions, restrictions, restraints or impairments of any Company Parent Material License or capacity to do business), on the other hand, and (ii) (x) any stockholders of the Company Parent (or Affiliates thereof, other than the Company Parent and its Subsidiaries), on the one hand, and (y) any Gaming Regulatory Authority, on the other hand. (n) None of the Company or any of its Subsidiaries has any operations, assets, properties, businesses or activities outside the United States.

Licenses and Compliance. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (a) The Company and each of its Subsidiaries has obtained and is in compliance with all Licenses necessary to conduct their respective business as presently conducted. All Company DK Material Licenses are in full force and effect and and, except as set forth in any such DK Material Licenses for which copies have been made available, are not subject to unusual conditions. The Company DK has made available to Parent the parties hereof prior to the date hereof true, complete and accurate copies of all Company DK Relevant Licenses, including all DK Material Licenses. (b) No Company Subject to completion of any regulatory obligations resulting from the Transactions (including, without limitations, SBT, the SBT Sellers, DEAC and/or their Representatives complying with any suitability requirements and any other applicable terms), no DK Material License will is liable to be varied, suspended, suspended or revoked or cease to be effective as a result of the TransactionsClosing. (c) As of the date of this Agreement, to the Knowledge of DK, and other than as the Companyresult of changes to Laws following the date of this Agreement, there is no fact or circumstance that is reasonably expected to cause any Company DK Material License to be revoked, suspended, subject to a variation during its current term, or not to be renewed on terms which are no less advantageous to the Company DK or its relevant Subsidiary than the current terms of such Company DK Material License, and each action necessary to be undertaken by the Company DK and its Subsidiaries for the renewal or extension of each Company DK Material License due to expire in the period within three of 3 months from the date of this Agreement has been duly taken. (d) As of the date hereof, to the Knowledge of the CompanyDK, neither the Company DK nor any of its Subsidiaries has (i) made any application for a Company Material DK Relevant License that has not been issued, granted or given (for whatever reason) or and (ii) withdrawn any such application (for whatever reason). (e) To the Knowledge of the CompanyDK, where required to do so under Applicable Gaming Law or by any Gaming Regulatory Authority in writing, all relevant directors, officers, managers, employees, partners, contractors and contractors employees of the Company DK and its Subsidiaries have obtained and hold personal management Licenses licenses (or local equivalent Licenselicense) and those Licenses licenses are in full force and effect. (f) To the Knowledge of the Company, all All matters which are required to be notified to the relevant Gaming Regulatory Authority in accordance with the terms and conditions of the applicable Company DK Material License have been so notified. (g) Neither During the Company two (2) years prior to the date hereof, neither DK nor any of its Subsidiaries nor, to the Knowledge of the CompanyDK’s Knowledge, any of their respective employeesPersonnel, officers, directors or other personnel, has, in the past two years has done or omitted to do anything that has or would reasonably be expected to result in a material breach of the Applicable Gaming LawsLaws of any jurisdictions in which it holds a DK Material License which breach is reasonably likely to result in a DK Material Adverse Effect. (h) To During the Knowledge of two (2) years prior to the Companydate hereof, neither the Company DK nor any of its Subsidiaries has received a written notice from any a Governmental Entity Authority alleging that the business of the Company or any of its Subsidiaries DK Business infringes or violate any Applicable Gaming Law in any material respect or is in breach of the terms of any Company Material DK Relevant License or that such Governmental Entity Authority intends to pursue any Proceeding review or investigation which might conclude with the imposition of any sanction, restriction or penalty sanction on the Company DK or any of its Subsidiaries. (i) In the two year period prior Except as would not reasonably be expected to the date of this Agreementresult in a DK Material Adverse Effect, each of the Company DK and its Subsidiaries has adhered adheres in all material respects with the policies and procedures adopted by it, to the extent such are necessary for compliance with Applicable Gaming Laws and the terms and conditions of the Company DK Material Licenses. (ij) To the Knowledge of the Company, during the past two years, DK: (a) neither the Company DK nor any of its Subsidiaries nor any existing director, officer, or employee of the Company DK or any of its Subsidiaries has been, or is on the date hereof, the subject of any investigation or inquiry enquiry (including inquiries enquiries relating to possible breaches of any Applicable Gaming Law and/or the Company Material DK Relevant License) by any Gaming Regulatory Authority and (iib) there are no facts, matters or circumstances which are reasonably likely to give rise to any such investigation or inquiryenquiry, that could result in the imposition of material sanctions in connection with a Company DK Material License or its revocation. (k) Details of all revocations of, or complaints, allegations or allegations, warnings directed specifically at the Company DK or any of its Subsidiaries or investigations regarding any Company Material DK Relevant License with respect to the Company DK or any of its Subsidiaries, in each case, as received in writing by, or notified in writing to, the Company DK or any of its Subsidiaries by a Gaming Regulatory Authority or any other statutory or Governmental Entity governmental authority or body in respect of any such Company Material DK Relevant License within the two three (3) years prior to the date hereof, including copies of any relevant substantive correspondence, are set forth contained in Section 4.11(k6.6(k) of the Company DK Disclosure Letter. (l) There have been Except in respect of charges or assessments relating to Taxes under gaming regulations and as set forth in Section 6.6(l) of the DK Disclosure Letter, there are no fines paid to, or other formal sanctions that have been, or threatened in writing to be, imposed on the Company DK or any of its Subsidiaries by, a Gaming Regulatory Authority or any other Governmental Entity statutory or governmental authority or body in relation to the business of the Company and any of its Subsidiaries DK Business within the two three (3) years prior to the date hereof in relation to a breach of any Applicable Gaming Laws or any Company Material DK Relevant License. (m) Except as set forth in Section 4.11(m6.6(m) of the Company DK Disclosure Letter (true and complete copies of which have been made available to Parent the parties prior to the date hereof), there are no written agreements, Contracts agreements or other undertakings currently in effect between: (i) (a) the Company DK or any of its Subsidiaries or any of their respective employees, officers and directors employees in their capacity as such, on the one hand, and (b) any relevant Gaming Regulatory Authority (including any conditions, restrictions, restraints or impairments of any Company Material DK Relevant License or capacity to do business), on the other hand, and (ii) (x) any stockholders of the Company DK (or Affiliates thereof, other than the Company DK and its Subsidiaries), on the one hand, and (y) any relevant Gaming Regulatory Authority, on the other hand. (n) None of the Company or any of its Subsidiaries has any operations, assets, properties, businesses or activities outside the United States.

Licenses and Compliance. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (a) The Company SBT and each of its Subsidiaries has obtained and is in material compliance with all SBT Relevant Licenses necessary to conduct their respective business businesses as presently conductedconducted as of the date of this Agreement. All Company Material SBT Relevant Licenses that are necessary to conduct their respective businesses as conducted as of the date of this Agreement are in full force and effect and and, except as set forth in Section 4.6(a) of the SBT Disclosure Letter or in copies of the SBT Material Licenses made available in the SBT Data Room, are not subject to unusual conditions, suspension or other unusual limitations. The Company SBT has made available to Parent in the SBT Data Room prior to the date hereof true, complete and accurate copies of all Company SBT Relevant Licenses, including all SBT Material Licenses. (b) No Company Material Section 4.6(b) of the SBT Disclosure Letter sets forth a complete list of all markets in which any customer of SBT and its Subsidiaries, any licensee of SBT’s or any of its Subsidiaries’ Software or any other organization or person using the products or services of SBT and its Subsidiaries as of the date hereof is located. (c) Each of SBT and its Subsidiaries that has been issued a license by the Gambling Commission of Great Britain (the “UKGC”) has completed the regulatory returns required to be submitted to the UKGC in accordance with the guidance issued by the UKGC. (d) Subject to completion of any regulatory obligations resulting from the Transactions (including, without limitations, SBT, DK, DEAC and/or their respective Representatives complying with any suitability requirements and any other applicable terms), no SBT Relevant License will is liable to be varied, suspended, suspended or revoked or cease to be effective as a result of the TransactionsClosing. (ce) As of the date of this Agreementhereof, to the Knowledge of SBT and subject to any change of Law following after the Companydate hereof, there is no fact or circumstance that is reasonably expected to cause any Company Material SBT Relevant License to be lapsed, terminated, invalidated, cancelled, revoked, suspended, subject to a variation or additional conditions during its current term, term or not to be renewed on terms which are no less advantageous to the Company SBT or its relevant Subsidiary than the current terms of such Company Material SBT Relevant License, and each action necessary to be undertaken by the Company SBT and its Subsidiaries and SBT Relevant License holders for the renewal or extension of each Company Material SBT Relevant License due to expire in the period within three (3) months from the date of this Agreement hereof has been duly taken. (df) As of the date hereof, to the Knowledge of the Company, neither the Company Neither SBT nor any of its Subsidiaries has (i) made any application for a Company Material License license 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). (eg) To the Knowledge of the Company, where Where required to do so under Applicable Gaming Law or as requested by any Gaming Regulatory Authority in writingAuthority, all relevant directors, officers, managers, employees, partners, contractors and contractors employees of the Company SBT and its Subsidiaries have obtained and hold personal management Licenses licenses (or local equivalent Licenselicense) and those Licenses licenses, registrations or findings of suitability are in full force and effect. (fh) To the Knowledge of the Company, all All matters which are required to be notified to the relevant Gaming Regulatory Authority in accordance with Applicable Gaming Law and the terms and conditions of the applicable Company Material any SBT Relevant License have been so notified. (gi) Neither During the Company two (2) years prior to the date hereof, neither SBT nor any of its Subsidiaries nor, to the Knowledge of the CompanySBT, any of their respective employeesits Representatives, officers, directors or other personnel, has, in the past two years has done or omitted to do anything that has or would reasonably be expected to result in a material breach of the Applicable Gaming LawsLaws of any jurisdictions in which it holds a SBT Relevant License. (hj) To During the Knowledge of two (2) years prior to the Companydate hereof, neither the Company SBT nor any of its Subsidiaries or, to the Knowledge of SBT, any of their respective representatives has received a written notice from any a Governmental Entity Authority alleging that the business of the Company or any of its Subsidiaries SBT Business and/or IT Systems infringes or violate violates any Applicable Gaming Law in any material respect or is in breach of the terms of any Company Material SBT Relevant License or that such Governmental Entity Authority intends to pursue any Proceeding review or investigation which might conclude with the imposition of any sanction, restriction or penalty sanction on the Company or any of its Subsidiaries. (i) In the two year period prior to the date of this Agreement, each of the Company and its Subsidiaries has adhered in all material respects with the policies and procedures adopted by it, to the extent such are necessary for compliance with Applicable Gaming Laws and the terms and conditions of the Company Material Licenses. (i) To the Knowledge of the Company, during the past two years, neither the Company nor any of its Subsidiaries nor any existing director, officer, or employee of the Company or any of its Subsidiaries has been, or is on the date hereof, the subject of any investigation or inquiry (including inquiries relating to possible breaches of any Applicable Gaming Law and/or the Company Material License) by any Gaming Regulatory Authority and (ii) there are no facts, matters or circumstances which are reasonably likely to give rise to any such investigation or inquiry, that could result in the imposition of sanctions in connection with a Company Material License or its revocation. (k) Details of all revocations of, or complaints, allegations or warnings directed specifically at the Company or any of its Subsidiaries or investigations regarding any Company Material License with respect to the Company or any of its Subsidiaries, in each case, as received in writing by, or notified in writing to, the Company or any of its Subsidiaries by a Gaming Regulatory Authority or any other statutory or Governmental Entity in respect of any such Company Material License within the two years prior to the date hereof, including copies of any relevant substantive correspondence, are set forth in Section 4.11(k) of the Company Disclosure Letter. (l) There have been no fines paid to, or other sanctions that have been, or threatened in writing to be, imposed on the Company or any of its Subsidiaries by, a Gaming Regulatory Authority or any other Governmental Entity in relation to the business of the Company and any of its Subsidiaries within the two years prior to the date hereof in relation to any Applicable Gaming Laws or any Company Material License. (m) Except as set forth in Section 4.11(m) of the Company Disclosure Letter (true and complete copies of which have been made available to Parent prior to the date hereof), there are no written agreements, Contracts or other undertakings currently in effect between: (i) (a) the Company SBT or any of its Subsidiaries or any of their respective employees, officers and directors in their capacity as such, on the one hand, and (b) any Gaming Regulatory Authority (including any conditions, restrictions, restraints or impairments of any Company Material License or capacity to do business), on the other hand, and (ii) (x) any stockholders of the Company (or Affiliates thereof, other than the Company and its Subsidiaries), on the one hand, and (y) any Gaming Regulatory Authority, on the other handrepresentatives. (n) None of the Company or any of its Subsidiaries has any operations, assets, properties, businesses or activities outside the United States.