Inspired Entertainment, Inc. (INSE)

ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that
could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section
titled “Risk Factors” included elsewhere in this report.

Forward-Looking
Statements

We
make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
For definitions of the term “forward-looking statements”, see the definitions provided in the “Cautionary Note Regarding
Forward-Looking Statements” at the forepart of this report.

Revenue

We
generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and
iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers’ gaming
revenue, typically as a share of net win but sometimes as a share of the handle or “coin in” which represents the total amount
wagered.

Geographic
Range

Geographically,
the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder
of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

For
the three-months ended March 31, 2026, we derived approximately 60% of our revenue from the UK (including customers headquartered in
the UK but whose revenue is generated globally), 11% from Greece, and the remaining 29% across the rest of the world. For the three-months
ended March 31, 2025, we derived approximately 65% of our revenue from the UK (including customers headquartered in the UK but whose
revenue is generated globally), 10% from Greece, and the remaining 25% across the rest of the world.

As
of March 31, 2026, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 17% to Greece and 13% across
the rest of the world. As of March 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 74% to the UK,
11% to Greece and 15% across the rest of the world.

Foreign
Exchange

Our
results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into
our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange
rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic
region in which the largest portion of our business is operated is the UK and the British pound (“GBP”) is considered to
be our functional currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional
currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for
period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results
of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated
Other Comprehensive Income.

During
the three-months ended March 31, 2026, we derived approximately 40% of our revenue from sales to customers outside the UK, compared to
35% during the three months ended March 31, 2025.

In
the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD
rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).
The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,
multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure but is one which management believes gives a clearer
indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements,
and currency translation impacts are shown independently.

Non-GAAP
Financial Measures

We
use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and
Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain Non-GAAP financial measures,
define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial
Measures” below.

Seasonality

Our results of operations
can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter due to both supply and
demand factors.

20

Results
of Operations

Our
results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our
reporting currency (USD). During the three-month period ended March 31, 2026 and March 31, 2025, the average GBP:USD rates were 1.35 and 1.26, respectively.

The
following discussion and analysis of our results of operations has been organized in the following manner:

In
the discussion and analysis below, certain data may vary from the amounts presented in our condensed consolidated financial
statements due to rounding.

For
all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and
segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange
rates.

Change to Reportable Segments

During the three-month
period ended March 31, 2026, the CODM began reviewing the operational results of the business in a new structure. As a result, the Company
now reports the following three reportable segments, Retail Solutions, Virtual Sports, and Interactive, down from the previous four reportable
segments. This change in operating segments is reflected starting with the reporting period ended March 31, 2026. Additionally, the Company
will recast historical results of prior comparative periods to reflect the change in reportable segments, beginning with the period ended
March 31, 2026, as required by ASC 280-10-34 for both Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

Key Events

During the
three-month period ended March 31, 2026, the Retail Solutions segment completed the installation of 574 Vantage terminals for
JenningsBet in the UK LBO market. Within the same segment, the Company secured an order from Genting Casino for 300 of its new Velos
terminals, with delivery expected to commence in the second half of 2026. This order follows a smaller initial order of 100
terminals delivered in the fourth quarter of 2025 following a successful trial.

During the three-month period ended March 31, 2026, the Company signed
a multi-year extension of its long-standing Virtual Sports agreement with bet365, one of the world’s leading online gambling operators.
The extension is expected to support continued collaboration to develop Virtual Sports innovations, including the anticipated launch of
an enhanced Virtual Soccer product featuring a BetBuilder functionality, timed to coincide with the start of the 2026 FIFA World Cup.
Separately, in partnership with Gametech, the Company launched an expansion of its Virtual Sports Horse Racing and Greyhounds content
to Turkish online operators and independent retailers, expanding distribution across Turkish online and retail channels. The Company also
extended its long-standing partnership with Entain, the global sports betting and gaming group, with a multi-year agreement, introducing
the upgraded Virtual Soccer product with BetBuilder.

During
the three-month period ended March 31, 2026, the Interactive segment launched a new Lottery platform, STRATA™, on the Google Cloud
Platform and deployed with LEIDSA (Loteria Electrônica Internacional Dominicana S.A.), a leading electronic lottery operator, and
WLA member in the Dominican Republic.

21

Overall
Company Results

Three
Months Ended March 31, 2026, compared to Three Months Ended March 31, 2025

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[Excerpt truncated for page length; source filing is linked above.]

ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that
could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section
titled “Risk Factors” included elsewhere in this report.

Forward-Looking
Statements

We
make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking
Statements at the start of this Annual Report on Form 10-K for the twelve-month period ended December 31, 2025.

Seasonality

Our
results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter
due to both supply and demand factors. Player activity for the holiday parks is generally higher in the second and third quarters of
the year, particularly during the summer months and slower during the first and fourth quarters of the year. Following the sale of the holiday parks business this will no longer apply in future years.

Revenue

We
generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and
iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers’ gaming
revenue, typically as a share of net win but sometimes as a share of the handle or “coin in” which represents the total amount
wagered.

Geographic
Range

Geographically,
the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder
of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world.

For
the twelve-months ended December 31, 2025, we derived approximately 69% of our revenue from the UK (including customers headquartered
in the UK but whose revenue is generated globally), 9% from Greece, and the remaining 22% across the rest of the world. For the twelve-months
ended December 31, 2024, we derived approximately 73% of our revenue from the UK (including customers headquartered in the UK but whose
revenue is generated globally), 7% from Greece, and the remaining 20% across the rest of the world.

As
of December 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 72% to the UK, 15% to Greece and 13%
across the rest of the world. As of December 31, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75% to the UK, 8% to Greece and 17% across the rest of the world.

41

Foreign
Exchange

Our
results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into
our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange
rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic
region in which the largest portion of our business is operated is the UK and the British pound (“GBP”) is considered to
be our functional currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional
currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for
period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results
of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated
Other Comprehensive Income.

In
the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD
rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).
The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,
multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure but is one which management believes gives a clearer
indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements,
and currency translation impacts are shown independently.

Non-GAAP
Financial Measures

We
use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and
Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain Non-GAAP financial measures,
define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial
Measures” below.

Results
of Operations

Our
results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting
currency (USD). During the periods ended December 31, 2025 and December 31, 2024, the average GBP:USD rates were for the twelve-month
period 1.32 and 1.28, respectively.

The
following discussion and analysis of our results of operations has been organized in the following manner:

In
the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

For
all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and
segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange
rates.

42

Key
Events

In
the Gaming segment, during the twelve-month period ended December 31, 2025, we completed the installation of the order placed in 2024
for 5,000 new Vantage® terminals to William Hill venues. In the Greek market 4,000 new VLT terminals were delivered to OPAP completing
the order placed in the fourth quarter of 2024. In the Canadian market, 58 new Valor CS terminals were ordered and delivered to Alberta
Gaming, Liquor and Cannabis (“AGLC”). 1,304 machines were sold in the UK market to customers including Bob Rudd, Essex Leisure,
Regal Ltd and other independent market customers.

In
the second quarter of the twelve-month period ended December 31, 2025, the Virtual Sports segment launched a new partnership with global
aggregation leader Aristocrat Interactive. Through this collaboration Inspired has gone live with the Virginia Lottery, delivering a
comprehensive suite of scheduled Virtual Sports games under the Inspired V-Lottery™ brand. Inspired also extended its long-term
partnership with William Hill in the third quarter of the twelve-month period ended December 31, 2025, introducing an enhanced Virtual
Sports experience and upgraded retail rollout. As part of the contract extension, Inspired will deliver a comprehensive upgrade to William
Hill’s Virtual Sports offering across its UK retail estate.

During
the twelve-month period ended December 31, 2025, the total number of customers in the Interactive segment increased by 32 customers,
inclusive of attrition among several smaller customers. In addition, Inspired also expanded its Hybrid Dealer content footprint in
North America through the Caesars Palace Wheel of Wins rollout to Michigan and Ontario, following its successful launch in New
Jersey.

In
the Leisure segment, during the second half of the twelve-month period ended December 31, 2025, Inspired transitioned a number of pub
customers to a new operating model by refocusing on content and machine supply. On November 7, 2025 Inspired completed the sale of its
UK holiday parks business and certain associated leisure assets (“Genda Playnation Entertainment Ltd”, previously registered
as “Indigo Newco Limited”). As part of the agreement, Inspired will provide gaming and content platform services, on a recurring
revenue basis to Genda Playnation Entertainment Ltd.

The
Company further considered ASC 205-20 and whether or not the disposal represented a strategic shift that would have a major effect on
the Company’s operations and financial results. An assessment was made from both a quantitative and qualitative perspective and
the Company concluded that the disposal did not represent a strategic shift. As such, the Company did not present the sale as discontinued
operations.

While the business previously conducted by Indigo NewCo Limited (now Genda Playnation Entertainment Limited) and
consisting of the UK B2C leisure business (holiday parks operations, the MSA Extra Operation the bowling centers, cinemas and other family
entertainment center operations and the Pet Tags operation) represented as at September 30, 2025, approximately 17% of Group revenue and
8% of Group EBITDA, it generated zero free cashflow as a result of capital reinvestment. The business described was primarily associated
with children’s amusement machines, which is contrary to the Company’s strategy of developing digital gaming for adults. Based
on management’s conclusion that the sale of this business represents a non-core part of the Company’s strategy, in addition
to the Financial Accounting Standards Board’s use of the word “major” in ASC 205-20-45-1C suggesting a relatively high
bar for a disposal to be considered a strategic shift on a quantitative basis, our analysis of both qualitative and quantitative factors
determined that the sale did not meet the definition of a strategic shift that would have a major effect on the operations or financial
results of the Company.

On
June 9, 2025 Inspired announced the completion of a private placement by its subsidiary of £270.0 million aggregate principal amount
of senior secured notes due 2030 (the “2030 Senior Secured Notes”). In connection with the placement, certain of its subsidiaries
also entered into a new £17.8 million revolving credit facility (the “Revolving Credit Facility”), which replaced its
previous revolving credit facility. The revolving credit facility was undrawn at December 31, 2025.

On
November 12, 2025, the Company entered into two interest swaps with Macquarie Bank Limited designed to protect the Company against adverse
fluctuations in interest rates by reducing its exposure to variability in cash flows on the current floating rate debt facilities. The
swaps are effective from December 9, 2025, until maturity on December 9, 2027.

During
the twelve-month period ended December 31, 2025, management identified the non-renewal of two significant customer contracts within
the pub sector as a potential indicator of impairment for the All-Other Leisure asset group (comprised of Pubs, MSA and Bingo)
within the Leisure segment under the long-lived asset guidance in U.S. GAAP. The two contracts collectively represented
approximately 33% and 24% of the “All Other Leisure” asset groups total revenue and EBITDA during the year ended
December 31, 2024. As a result of the identified triggering event, management performed a recoverability test for the affected asset
group as of August 1, 2025. Based on this analysis, the undiscounted estimated future cash flows exceeded the carrying amount of the
asset group; therefore, no impairment charge was recorded. Management will continue to monitor the segment’s performance and
customer’s relationships for potential future indicators of impairment.

During
the twelve-month period ended December 31, 2025, management identified the reduction in trading levels within the Virtual Sports reporting
(as a potential indicator of impairment for the asset group under ASC 350). This was driven by materially lower volumes from a key customer
and growth in Brazil not meeting forecast expectations, due to the introduction of a gaming tax in January 2025 which reduced the revenue
levels and caused delay in market expansion. As a result of a triggering event, management performed a quantitative goodwill impairment
test for the Virtual Sports reporting unit as of December 1, 2025. Based on this analysis management concluded that the estimated fair
value of the Virtual Sports reporting unit exceeded its carrying value and, accordingly, no goodwill impairment was identified or recorded.
Management will continue to monitor the segment’s performance for future potential indicators of impairment.

Key
agreements signed in the twelve-month period ended December 31, 2025, include a five-year contract with Buzz Bingo, a five-year contract
with MOTO and a five-year contract with Welcome Break all for the provision of gaming machines in the Leisure segment. Inspired also
signed an extension to the Chisholm Bookmakers contract for four years, a new customer contract for JenningsBet for five years for the
provision and installation of 591 Vantage terminals, and a new customer contract for Corbett Bookmakers for four years for the provision
and installation of 148 flex terminals, all of which are in the Gaming segment.

43

Overall
Company Results

Twelve
Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024

See
“Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the
individual segment results of operations.

Revenue
(for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024)

Consolidated
Reported Revenue by Segment

For
the twelve-month period ended December 31, 2025, revenue on a functional currency (at constant rate) basis decreased by $3.1 million,
or 1% compared to the twelve-month period ended December 31, 2024.

For
the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, Gaming revenue
declined by $2.2 million, Gaming product revenue declined by $13.5 million due to a decrease in the North America markets as
product sales do not typically follow a linear year-over-year trend, partially offset by an increase in Gaming service revenue of
$11.3 million predominantly due to the UK and mainland Europe markets. Virtual Sports revenue decreased by $9.9 million due to a
decrease in Online revenue. Interactive revenue increased by $17.3 million, driven by revenue growth in the UK, mainland Europe and
North America; and Leisure revenue decreased by $8.5 million as service revenue decreased by $7.8 million and product revenue
decreased by $0.7 million. Decreases in Leisure are predominantly from Pubs (operator business model change), Extra MSA and Holiday
Parks (sale of UK holiday parks business and certain associated leisure assets).

44

Cost
of Sales, excluding depreciation and amortization

Cost
of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2025, compared to the twelve-month
period ended December 31, 2024, decreased by $8.6 million, or 9%, driven by a $6.3 million decrease in cost of product as a result of
lower product sales, and a decrease in cost of service of $2.3 million predominantly driven by the Pubs operator business model change
and sale of UK holiday parks business and certain associated leisure assets.

Staff-related
selling, general and administrative expenses

Staff-related
selling, general and administrative expenses for the twelve-month period ended December 31, 2025, increased by $2.1 million, or 3% compared
to the twelve-month period ended December 31, 2024, predominantly related to performance based short term incentive expenses.

Non-staff
related selling, general and administrative expenses

Non-Staff
related selling, general and administrative expenses for the twelve-month period ended December 31, 2025, decreased by $2.6 million,
or 5% compared with the twelve-month period ended December 31, 2024, mainly driven by a favorable realized gain on foreign currency movement,
and reductions on facilities and storage from cost saving initiatives.

Stock-based
compensation

During
the twelve-month period ended December 31, 2025, the Company recorded stock-based compensation expenses of $6.7 million, compared to
stock-based compensation expenses of $7.6 million for the twelve-month period ended December 31, 2024. All expenses related to outstanding
awards.

Depreciation
and amortization

Depreciation
and amortization for the twelve-month period ended December 31, 2025, increased by $6.5 million compared to the twelve-month period ended
December 31, 2024. This was predominantly driven by an increase in Gaming of $6.2 million mainly related to gaming machine additions.

Net
operating income

During
the twelve-month period ended December 31, 2025, net operating income was $30.5 million, an decrease of $0.4 million compared to the
twelve-month period ended December 31, 2024. This was predominantly due to higher service revenue, lower cost of sales, offset by loss on sale of business.

Net
(Loss)/Income

For
the twelve-month period ended December 31, 2025, net loss was $17.0 million, compared to net income of $64.8 million in the twelve-month
period ended December 31, 2024. The decrease was primarily driven by an increase of income tax expense of $74.1 million, as the twelve-month
period ended December 31, 2024, included a reversal of the majority of the company’s valuation allowance on its deferred tax assets,
partially offset by the decrease in net operating income and increases in interest expense and income tax expense.

Deferred
Tax

The
Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to
be utilized in the United States, and United States interest expected to be limited under Section 163(j).

45

Segment
Results (for the twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024)

Gaming

We
generate revenue from our Gaming segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based
content, as well as services such as terminal repairs, maintenance, software updates and upgrades on a when and if available basis and
content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation
and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to
our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals
placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of
the contract.

Revenue
growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming
machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our
contracts with our customers.

Gaming,
Key Performance Indicators

In
the table above:

“End
of Period Installed Base” is equal to the number of deployed Gaming terminals at the end of each period that have been placed on
a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly
related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue
share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher
the Company’s revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth
across the segment. This does not include Service Only terminals.

Revenue
is derived from the performance of the installed base as described by Gross and Net Win KPIs.

46

If
the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an
indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers
or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

“Total
Gaming - Average Installed Base” is the average number of deployed Gaming terminals during the period consisting of both participation
terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly
useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service
Only terminals.

“Participation
- Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a participation basis.

“Fixed
Rental - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.

“Service
Only - Average Installed Base” is the average number of terminals that generated revenue on a Service only basis.

“Customer
Gross Win per unit per day” is a KPI used by our management to (i) assess impact on the Company’s revenue, (ii) determine
changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our
customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company
takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings
to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

Gaming
revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory
levy paid by the Customer to government bodies) and applying the Company’s contractual revenue share percentage.

Our
management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is
unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons
and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we
operate.

“Customer
Net Win per unit per day” is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

“Inspired
Blended Participation Rate” is the Company’s average revenue share percentage across all participation terminals where revenue
is earned on a participation basis, weighted by Customer Net Win per unit per day.

“Inspired
Fixed Rental Revenue per Gaming Machine per week” is the Company’s average fixed rental amount across all fixed rental terminals
where revenue is generated on a fixed fee basis, per unit per week.

“Inspired
Service Rental Revenue per Gaming Machine per week” is the Company’s average service rental amount across all service only
rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

“Gaming
Long term license amortization” is the upfront license fee per terminal which is typically spread over the life of the terminal.

Our
overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation
- Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation
Rate, which is equal to “Participation Revenue”.

“Number
of Machine sales” is the number of terminals sold during the period.

“Average
selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”.

47

Gaming,
Recurring Revenue

Set
forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consists of Gaming participation revenue
and fixed rental revenue.

In
the table above:

“Gaming
Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues;
and (ii) licensing of our game content and intellectual property to third parties.

“Gaming
Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.

“Gaming
Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.

“Gaming
Long term license amortization” – see the definition provided above.

“Total
Gaming Recurring Revenue” is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.

Gaming,
Service Revenue by Region

Set
forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming
participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue.
See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review.

48

Note:
Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could
be slightly different from the average rate during the period depending on timing of transactions.

Gaming,
Results of Operations

Note:
Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

49

All
variances discussed in the Gaming results below are on a functional currency (at a constant rate) basis, which excludes the impact of
any changes in foreign currency exchange rates.

Gaming
Revenue

During
the twelve-month period ended December 31, 2025, Gaming revenue decreased by $2.2 million, or 2% compared to the twelve-month period
ended December 31, 2024. This was driven by $13.5 million decrease in Product revenue, partially offset by an increase of $11.3 million
increase in Service revenue.

The
Product revenue decrease, for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31,
2024, was primarily driven by North America, with the prior year containing higher volumes of hardware sales which tend to be more variable
in nature.

The
increase in Gaming Service revenue, during the twelve-month period ended December 31, 2025, compared to the twelve-month period ended
December 31, 2024, was primarily driven by a $11.9 million increase from the UK markets. This was predominantly due to the William Hill
Vantage® terminal deployment partially offset by declines in the rest of the world.

Gaming
Operating / Net Income

Net
income for the twelve-month period ended December 31, 2025, increased by $2.8 million, compared to the twelve-month period ended December
31, 2024. This increase was primarily due to higher service revenue and a decrease in cost of sales. Staff-related selling, general and
administrative expenses reduced driven by the closure of the Bridgend manufacturing facility in 2025 partially offset by an increase
in Depreciation and amortization relating to gaming machine additions.

Virtual
Sports

We
generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily
receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win
(defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs
and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or
in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the
contract.

Revenue
growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games
and the net win percentage that we receive pursuant to our contracts with our customers.

50

Virtual
Sports, Key Performance Indicators

In
the table above:

“No.
of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from
which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports
revenue during the period, respectively.

“Total
Revenue (£m)” represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total
revenue is also divided between “Total Revenue (£m) – Retail,” which consists of revenue earned through players
wagering at Virtual Sports venues, “Total Revenue (£m) – Online Virtuals,” which consists of revenue earned through
players wagering on Virtual Sports online.

Virtual
Sports, Recurring Revenue

Set
forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue
as well as long-term license amortization. See “Virtual Sports Segment Revenue” below for a discussion of Virtual Sports
Service revenue between the periods under review.

51

“Recurring
Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our
game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable
with our game servers.

“Virtual
Sports Long term license amortization” is the upfront license fee which is typically spread over the life of the contract.

Virtual
Sports, Results of Operations

Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

Virtual
Sports revenue

During
the twelve-month period ended December 31, 2025, revenue decreased by $9.9 million, or 22% compared to the twelve-month period ended
December 31, 2024, primarily driven by regulation in the Brazilian market, introduction of new levies and lower revenue from a key
customer.

Virtual
Sports net operating income

During
the twelve-month period ended December 31, 2025, net operating income decreased by $11.9 million compared to the twelve-month period
ended December 31, 2024, primarily due to the decreases in revenues and increases in depreciation and amortization of $2.0 million.

Interactive

We
generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms
integrated with our remote gaming server or directly on the Company’s remote gaming server platform, and services such as
customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation
contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after
deducting player winnings, free bets or plays and other promotional costs and any relevant local gaming taxes and/or regulatory
levies) from Interactive content placed on our customers’ websites. Typically, we recognize revenue from these arrangements on
a daily basis over the term of the contract.

52

Revenue
growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance
of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Interactive,
Key Performance Indicators

In
the table above:

“No.
of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from
which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue
during the period, respectively.

“No.
of Games available at the end of the period” and “Average No. of Games available” represents the number of games that
are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games
that are available but have not yet gone live with any operators) and the average number of games that are available for operators to
deploy during the period, respectively. This incorporated live games and inactive games.

“No.
of Live Games at the end of the period” and “Average No. of Live Games” represents the number of games from which there
is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period,
respectively.

“Total
Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.

53

Interactive,
Results of Operations

Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

Interactive
revenue

During
the twelve-month period ended December 31, 2025, revenue increased by $17.3 million, or 44% compared to the twelve-month period ended
December 31, 2024, primarily driven by revenue growth in the UK, North America and mainland Europe.

Interactive
net operating income

Net
operating income for the twelve-month period ended December 31, 2025, increased by $13.8 million, or 70% compared to the twelve-month
period ended December 31, 2024, driven by the increase in revenue, partially offset by increases in cost of service of $1.2 million and
Staff-related and Non-staff related selling, general and administrative expenses of $3.3 million.

Leisure

We
typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines. We receive rental fees for
machines, typically on a long-term contract basis, on both a participation and fixed fee basis. Our participation contracts are usually
structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free
bets or plays, any relevant regulatory levies and minimum fixed incomes where applicable) from machines placed in our customers’
facilities. We generally recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue
for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance
of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

54

Leisure,
Key Performance Indicators

In
the table above:

“End
of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed
(excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent
on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average
over the period.

“End
of period installed base Other” and “Average installed base Other” represent the number of all other category machines
installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average
over the period.

“Revenue
per machine unit per week” represents the average weekly participation or rental revenue recognized during the period.

55

Leisure,
Results of Operations

Note:
Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of
any changes in foreign currency exchange rates.

Leisure
Revenue

For
the twelve-month period ended December 31, 2025, revenue decreased by $8.5 million, or 8% compared to the twelve-month period ended
December 31, 2024, predominantly from a decrease in pubs revenue of $5.5 million due to pub operator business model restructuring
and a decrease in Extra MSA and holiday parks revenue of $3.6 million due to the sale of UK holiday parks business and certain
associated leisure assets.

Leisure
Net Operating Income

Operating
income for the twelve-month period ended December 31, 2025, decreased by $8.9 million compared to the twelve-month period ended December
31, 2024. This was predominantly driven by the pub operator business model restructuring, Extra MSA and the sale of UK holiday parks
business and certain associated leisure assets.

56

Non-GAAP
Financial Measures

We
use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage
our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For
these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard
U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a
result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation
of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information
prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S.
GAAP financial measures.

We
define our non-GAAP financial measures as follows:

EBITDA
is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.

Adjusted
EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income
tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts
include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in
the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where
trading no longer occurs) including closed defined benefit pension plans. Additional adjustments are made for items considered outside
the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance,
impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger
and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued
financial statements.

We
believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because
it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense
and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results
and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future.
Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss,
because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and
losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable
to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as
only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and
amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

Functional
Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP:USD rate less the
equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining
difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied
by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.

Currency
Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency
(at constant rate) basis.

Reconciliations
from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.

57

Reconciliation
to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2025

Note:
Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these
costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

58

Reconciliation
to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2024

Note:
Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would
not be practical; these are shown in the Corporate category.

Notes
to Adjusted EBITDA reconciliation tables above:

59

Liquidity
and Capital Resources

Twelve
Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024

Cash
Flow Summary - A Two-Year Comparative

Net
cash provided by operating activities

For
the twelve months ended December 31, 2025, net cash inflow provided by operating activities was $52.0 million, compared to a $31.7 million
inflow for the twelve months ended December 31, 2024, representing a $20.3 million increase in cash generation. The increase was driven
primarily through the working capital position with favorable movements in accounts receivable due to timing of sales recognition with
high levels at the end of 2024 collected in 2025.

Amortization
of debt fees increased by $1.9 million, to $3.0 million, due to the refinancing of the business in June 2025.

Change
in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $0.9 million from $7.6 million
to $6.7 million due to lower stock-based compensation expense. All expenses related to outstanding awards.

A
loss on sale of business expense of $6.6 million was incurred in the twelve months ended December 31, 2025 relating to the sale of
the UK holiday parks business and certain associated leisure assets.

60

Depreciation
and amortization increased by $9.4 million, to $57.1 million, with increases of $4.4 million in amortization of software development
costs, $4.3 million in machine depreciation, $0.4 million in non-machine depreciation and $0.3 million in amortization of right of use
assets.

Other
net cash utilized by operating activities increased by $82.2 million to an outflow of $7.3 million. The relative movements between
the twelve months ended December 31, 2025 and the twelve months ended December 31, 2024 resulted in favorable movements of $60.1
million in corporate tax and other current taxes, $46.8 million in accounts receivable and $3.4 million in inventory. The movement
in corporate tax and other current taxes was due to the previous year including the reversal of the Company’s valuation
allowance on their deferred tax assets in various jurisdictions as well as an inclusion for global low-taxed income. The movements
in accounts receivable was largely due to timing of machine sales with the end of 2024 seeing high levels which were collected in
2025 and due to lower Leisure receivables following the sale of our holiday park business and associated leisure assets and the
transitioning of a number of pub customer to a new operating model. These favorable movements were partly offset by unfavorable
movements in prepayments and accrued income of $23.8 million and long-term liabilities of $3.5 million.

Net
cash used in investing activities

Net
cash utilized in investing activities increased by $0.4 million to $40.5 million in the twelve months ended December 31, 2025.
Higher spend on plant, property and equipment, $18.7 million increase, which included the updating of machines in Greece, a $1.8
million increase in contract costs spending and $7.5 million of holiday park floats sold as part of the sale of the holiday parks
business and certain associated leisure assets were largely offset by the net proceeds from the sale of our holiday park business
and associated leisure assets of $24.4 million, $1.3 million of cash received in escrow as part of the sale and the $1.9 million
reduced spend on capital software.

Net
cash used by financing activities

During
the twelve months ended December 31, 2025, cash used by financing activities was net neutral. The refinancing of the business in June
2025 resulted in a net generation of cash of $8.2 million which was offset by a $7.8 million outflow relating to finance lease spend
and a $0.4 million repurchase of company shares. During the twelve months ended December 31, 2024, net cash used by financing activities
was $1.6 million all relating to finance lease spend.

Funding
Needs and Sources

To
fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional
debt or the refinancing of existing debt. As of December 31, 2025, we had liquidity consisting of $43.3 million in cash, of which $1.3 million is restricted in escrow until November 2026, and a further
$23.9 million of undrawn revolver facility. This compares to $29.3 million of cash as of December 31, 2024, with a further $6.3 million
of revolver facilities undrawn. We had a working capital outflow of $7.3 million for the twelve months ended December 31, 2025, compared
to a $89.5 million outflow for the twelve months ended December 31, 2024.

The
level of our working capital surplus or deficit varies with the level of machine procurement we are undertaking and our capitalization
as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working
capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors
are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling
payments to suppliers. These factors can result in significant working capital volatility. In periods of low activity, our working capital
volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level
of cash held and the expected level of short-term receipts.

Historically,
some of our business operations require cash to be held within the machines. However with the sale of our holiday park business and
certain associated leisure assets in November 2025, the operational float requirement is removed. As of December 31, 2025, none of
our $43.3 million of cash were held as operational floats within the machines. At December 31, 2024, $2.9 million of our $29.3
million of cash were held as operational floats within the machines

Management
currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability
to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through April 2027.

61

Long
Term and Other Debt

Note:
Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency
exchange rate fluctuations.

Debt
Covenants

On
June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025. At the same time
the group entered into a Senior Facilities Agreement. These facilities also became available on June 9, 2025 but remained undrawn. At
this point, all previously existing debt and revolver facilities were fully repaid. Full details of the refinancing of the group and
of the terms and conditions of the new debt facilities can be found in Note 13 Long Term and Other Debt.

Under
the Note Purchase Agreement in place as of December 31, 2025, we are subject to covenant testing on the Senior Notes. The Notes Purchase
Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the
relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and
March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”).
The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization
expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not
include a minimum interest coverage ratio or other financial covenants.

The
Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x
on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30,
2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF
Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated
pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense)
for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include
a minimum interest coverage ratio or other financial covenants.

Under
the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the
Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding
company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x
on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”).
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as
defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage
ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Covenant
testing at December 31, 2025 showed covenant compliance with the current debt facilities in place.

Under
the previous debt facilities, there were no covenant violations in the twelve-month periods ended December 31, 2025 or December 31,
2024.

Liens
and Encumbrances

As
of December 31, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all
the assets of the Company and certain of the Company’s subsidiaries.

Share
Repurchases

On
November 1, 2025 the Board of Directors authorized a new share repurchase program permitting the repurchase, subject to repurchases
being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company’s issued and
outstanding shares of common stock. Since the authorization, the Company has repurchased an aggregate of 56,604 shares of our common
stock at an aggregate cost of $0.4 million.

Previously,
the Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject
to repurchases being effected on or before May 10, 2025. There were no repurchases in the twelve months ended December 31, 2025 under
this authorization. Under this authorization, the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an
aggregate cost of $12.0 million. This plan has now lapsed.

Total
cumulative share repurchases under both share repurchase programs amount to an aggregate of 1,249,722 shares of our common stock at an
aggregate cost of $12.4 million.

Contractual
Obligations

As
of December 31, 2025, our contractual obligations were as follows:

62

Off-Balance
Sheet Arrangements

As
of December 31, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by
the U.S. Securities and Exchange Commission.

Critical
Accounting Estimates

The
preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions.
We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that
affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments
and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments.
We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry
and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically
re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications
are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting
policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise
of judgment, actual results could differ from such estimates.

For a discussion of other
recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature of Operations, Management’s
Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item
8 of this report.

Revenue

Application of GAAP related
to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard
terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company often enters
into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance
obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance
obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is also required
to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not
directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include
market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations such as historical
experience, knowledge of our business and industry and our current or expected selling practices.

Revenue recognition is also
impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but unbilled prior to
the reporting period end. We consider various factors when making these judgments, including a review of specific transactional data and
contracted terms, information obtained subsequent to the reporting period end and historical experience. Evaluations are conducted each
quarter to assess the adequacy of the estimates.

Other significant judgments
include determining whether the Company is acting as the principal or the agent in a transaction.

The Company recognized service
and product revenue of $278.6 million and $25.5 million, respectively, for the year ended December 31, 2025. The Company’s revenue
recognition policy, which requires significant judgments and estimates, is fully described in Note 1 “Nature of Operations, Management’s
Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item
8 of this report.

Goodwill Impairment
Assessment

Application
of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities
to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance
of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events
and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered
include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual
and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value measurement
was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit’s fair value
and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment
change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions
could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

Long-lived Assets
and Finite-lived Intangible Assets

We
evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value
of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances
indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the
amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow
approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant
judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also
make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe
our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions
(i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not,
an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market
conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge
that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a
pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of
the group shall not reduce the carrying amount of that asset below its fair value.

Software Development Costs

The
Company must apply judgement in determining the amount of software development costs that should be capitalized. Specifically, we must
evaluate, on a project-by-project basis, whether the resultant product or platform will be completed and generate ongoing economic benefits,
principally through revenue from our customers, which is subject to uncertainties.

Once
the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are
amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There
is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors
such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades.
Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances
occur that could impact the recoverability of these assets.

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