(C) OUTSTANDING OBLIGATIONS
(CONTINGENT OR OTHERWISE), OPTIONS, WARRANTS, CONVERTIBLE SECURITIES OR OTHER
RIGHTS, CONTRACTS OR COMMITMENTS (CONTINGENT OR OTHERWISE) OBLIGATING SPORTECH
TO MAKE ANY INVESTMENT IN DEBT SECURITIES OF OR EXTEND ANY LOAN TO ANY OTHER
PERSON (WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL NOT INCLUDE ANY EXTENSION OF
CREDIT IN THE ORDINARY COURSE OF BUSINESS); OR (D) VOTING TRUSTS, OPERATING
AGREEMENTS, PROXIES OR OTHER CONTRACTS OR UNDERSTANDINGS (CONTINGENT OR
OTHERWISE) IN EFFECT WITH RESPECT TO THE VOTING OR TRANSFER OF EQUITY INTERESTS
OF SPORTECH.
(B)
THE SPORTECH SHARES TO BE ISSUED PURSUANT TO SECTION 2.1 WILL BE
DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE, AND WILL BE FREE
AND CLEAR OF ANY ENCUMBRANCES.
(C)
EXCEPT AS SET FORTH IN SECTION 4.9(C) OF THE PURCHASER DISCLOSURE
SCHEDULE, THERE ARE NO PERSONS IN WHICH SPORTECH OWNS ANY EQUITY INTEREST.
SECTION 4.10
UNITED KINGDOM LISTING AUTHORITY FILINGS; FINANCIAL
STATEMENTS; SOLVENCY.
(A)
SINCE JANUARY 1, 2007, SPORTECH HAS TIMELY FILED ALL FORMS,
REPORTS, STATEMENTS AND DOCUMENTS REQUIRED TO BE FILED BY IT (I) PURSUANT TO THE
COMPANIES ACTS 1985 AND 2006, AS APPLICABLE; AND (II) PURSUANT TO THE RULES OF
THE UNITED KINGDOM LISTING AUTHORITY ("UKLA") (COLLECTIVELY TOGETHER WITH ANY
SUCH FORMS, REPORTS, STATEMENTS AND DOCUMENTS SPORTECH MAY FILE SUBSEQUENT TO
THE DATE HEREOF UNTIL THE CLOSING, INCLUDING THE CIRCULAR AND ANY OTHER
DOCUMENTS REQUIRED BY APPLICABLE LAW IN CONNECTION WITH THE SPORTECH EQUITY
OFFERING OR THE SPORTECH SHAREHOLDERS MEETING, THE "SPORTECH REPORTS").
EACH
SPORTECH REPORT WAS PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE
REQUIREMENTS OF APPLICABLE LAW INCLUDING THE COMPANIES ACT 1985 AND 2006, AS
APPLICABLE, AND THE REQUIREMENTS OF THE UKLA, AS THE CASE MAY BE AND INCLUDING,
IN THE CASE OF THE CIRCULAR, THE REQUIREMENT SET OUT IN SECTION 80 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 THAT THE CIRCULAR CONTAINS ALL SUCH
INFORMATION AS INVESTORS AND THEIR PROFESSIONAL ADVISERS WOULD REASONABLY
REQUIRE, AND REASONABLY EXPECT TO FIND THERE, FOR THE PURPOSE OF MAKING AN
INFORMED ASSESSMENT OF THE ASSETS AND LIABILITIES, FINANCIAL POSITION, PROFITS
AND LOSSES, AND PROSPECTS OF SPORTECH AND THE RIGHTS ATTACHING TO THE SHARES TO
BE ISSUED PURSUANT TO THE SPORTECH EQUITY OFFERING (BUT EXCLUDING, IN EACH CASE,
ANY FAILURE TO COMPLY WITH APPLICABLE LAW AS A RESULT OF ANY INACCURACY IN THE
SELLER PROVIDED INFORMATION).
(B)
EXCEPT AS DISCLOSED IN SECTION 4.10(B) OF THE PURCHASER DISCLOSURE
SCHEDULE, EACH OF (I) THE AUDITED CONSOLIDATED BALANCE SHEET OF SPORTECH AS OF
DECEMBER 31, 2008 AND THE RELATED AUDITED CONSOLIDATED INCOME STATEMENTS,
STATEMENTS OF CASH FLOW AND STATEMENTS OF CHANGES IN EQUITY OF SPORTECH FOR THE
YEAR THEN ENDED, ACCOMPANIED BY THE NOTES THERETO AND THE AUDITOR'S REPORT
THEREON (THE "SPORTECH AUDITED FINANCIAL STATEMENTS"); AND (II) THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF SPORTECH AS OF JUNE 30, 2009 AND THE RELATED
CONSOLIDATED STATEMENTS OF
74
INCOME, CASH FLOWS AND STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS THEN
ENDED (THE "SPORTECH UNAUDITED FINANCIAL STATEMENTS" AND TOGETHER WITH THE
SPORTECH AUDITED FINANCIAL STATEMENTS,