IN EACH CASE, OF THE BUSINESS OR THE COMPANIES AND
THEIR SUBSIDIARIES, OR THE FUTURE BUSINESS OR OPERATIONS OF THE COMPANIES AND
THEIR SUBSIDIARIES; (C) BUSINESS OPPORTUNITIES, INCLUDING THE PROSPECTS FOR NEW
(OR RE-NEGOTIATED OR REVISED) CONTRACTS OR ARRANGEMENTS OR ONE-TIME OR OTHER
SALES, ENTERING INTO NEW MARKETS OR OTHERWISE OBTAINING NEW BUSINESS OR
RETAINING EXISTING BUSINESS, CONTRACTS OR ARRANGEMENTS (INCLUDING THE PROSPECTS
OR LEGALITY OF INTERNET OR OTHER ACCOUNT WAGERING BUSINESS NOT CONDUCTED BY ANY
OF THE COMPANIES OR THEIR SUBSIDIARIES AS OF THE DATE HEREOF); (D) STRATEGIES OR
PLANS FOR GROWING THE BUSINESS OR REDUCING THE EXPENSES OF THE BUSINESS OR THE
PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP OF THE INTERESTS OR THE
BUSINESS; (E) THE COSTS OR OTHER EFFECTS ASSOCIATED WITH OPERATING THE BUSINESS
AS A "STAND-ALONE" ENTERPRISE; (F) ANY MATERIAL, DOCUMENTS OR INFORMATION,
WRITTEN OR ORAL AND IN ANY FORM PROVIDED, WHICH HAS BEEN MADE AVAILABLE (OR
WHICH IS MADE AVAILABLE AFTER THE DATE HEREOF) TO PURCHASERS OR THEIR
REPRESENTATIVES IN THE ELECTRONIC DATA ROOM OR OTHERWISE; AND (G) WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ANY COMMUNICATIONS (WRITTEN OR ORAL)
BETWEEN PURCHASERS AND THEIR REPRESENTATIVES, ON THE ONE HAND, AND SELLERS OR
ANY OF THEIR REPRESENTATIVES (INCLUDING MEMBERS OF MANAGEMENT OR EMPLOYEES OF
THE BUSINESS), ON THE OTHER HAND, IN EACH CASE, EXCEPT AS EXPRESSLY COVERED BY A
REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE III OR IN ANY ANCILLARY
AGREEMENT OR THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 6.2(E).
SECTION 4.9
CAPITAL STRUCTURE.
(A)
THE AUTHORIZED SHARE CAPITAL OF SPORTECH CONSISTS OF 140,000,000
ORDINARY SHARES, OF WHICH, AS AT THE DATE OF THIS AGREEMENT, (I) 100,652,603
WERE ISSUED AND OUTSTANDING, ALL OF WHICH ARE DULY AUTHORIZED, VALIDLY ISSUED,
FULLY PAID AND NON-ASSESSABLE AND NONE OF WHICH WERE ISSUED IN VIOLATION OF
PREEMPTIVE OR SIMILAR RIGHTS; AND (II) 1,628,967 WERE SUBJECT TO OUTSTANDING
OPTIONS UNDER SPORTECH'S STOCK OPTION PLANS AND PURSUANT TO THE TERMS OF
SPORTECH'S STOCK OPTION PLANS, COMMITMENTS TO ISSUE NEW SHARES OR RE-ISSUE
TREASURY SHARES SHALL NOT EXCEED 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF
SPORTECH IN ANY ROLLING 10 YEAR PERIOD.
NO CHANGE IN SUCH CAPITALIZATION HAS
OCCURRED SINCE SEPTEMBER 30, 2009, EXCEPT FOR CHANGES RESULTING FROM THE
EXERCISE OR TERMINATION OF STOCK OPTIONS OUTSTANDING AS OF SEPTEMBER 30, 2009.
EXCEPT AS SET FORTH IN THIS SECTION 4.9(A) OR IN SECTION 4.9(A) OF THE PURCHASER
DISCLOSURE SCHEDULE, THERE ARE NO (A) OUTSTANDING OBLIGATIONS (CONTINGENT OR
OTHERWISE), OPTIONS, WARRANTS, CONVERTIBLE SECURITIES OR OTHER RIGHTS, CONTRACTS
OR COMMITMENTS (CONTINGENT OR OTHERWISE) RELATING TO THE CAPITAL STOCK OR OTHER
EQUITY INTERESTS OF SPORTECH OR OBLIGATING SPORTECH TO ISSUE OR SELL OR
OTHERWISE TRANSFER CAPITAL STOCK OR OTHER EQUITY INTERESTS OF SPORTECH;
(B) OUTSTANDING OBLIGATIONS (CONTINGENT OR OTHERWISE) OF SPORTECH TO REPURCHASE,
REDEEM OR OTHERWISE ACQUIRE SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF
SPORTECH, TO PAY ANY
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DIVIDEND OR MAKE ANY DISTRIBUTION IN RESPECT THEREOF, OR TO MAKE ANY INVESTMENT
IN ANY EQUITY INTERESTS IN ANY OTHER PERSON;