▸ Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may deem to be in their best interests. These provisions include a staggered board, the controlling provisions of the Investor Rights· · · · ● 1 ▸ Damage and claims arising from a breach may not be completely covered by our applicable insurance, if at all, or may exceed the amount of any insurance available.· · · ● ● 2 ▸ Emerging technologies and products, such as sports-based prediction markets, blockchain and cryptocurrency, may disrupt traditional gaming models and create new competitive threats for us.· · · ● ● 2 rw ▸ The success of our online poker offerings depends largely upon maintaining sufficient player liquidity.· · · ● ● 2 ▸ Until fairly recently, we had a history of losses and we could incur losses in the future.· · · ● ● 2 ▸ As part of our strategy, we have engaged and may continue to engage in transactions such as acquisitions, investments or partnerships as opportunities arise to add new or complementary businesses, products, brands, markets or technologies.· · ● · ● 2 rw ▸ The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, and the market price of our securities may decline.· · ● ● ● 3 ▸ Use of artificial intelligence in our products or services may result in operational challenges, legal liability, reputational concerns and competitive risks.· · ● ● ● 3 ▸ Catastrophic events or geopolitical conditions may disrupt our business.· ● ● ● ● 4 ▸ Changes to consumer privacy laws could adversely affect our ability to market our offerings effectively and may require us to change our business practices or expend significant amounts on compliance with such laws.· ● ● ● ● 4 ▸ Failure to maintain the integrity of our computer systems and customer and/or employee data (wherever it resides) could result in damage to our reputation and subject us to fines, payment of damages, lawsuits and restrictions on our use of data.· ● ● ● ● 4 rw ▸ Our technology transformation strategy places a significant strain on our management, operational, financial and other limited resources.· ● ● ● ● 4 ▸ We may be subject to litigation in the operation of our business, and an adverse outcome in one or more proceedings could adversely affect our business.· ● ● ● ● 4 ▸ Because our platform and offerings are complex and incorporate a variety of hardware and proprietary and third-party software, they may contain errors, bugs, flaws or corrupted data, which may become apparent only after their launch and· · · ● · 1 ▸ Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our offerings. In addition, non-compliance with applicable privacy laws and regulations by us (or in some· · · ● · 1 ▸ RSILP. If RSILP does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired.· · ● · · 1 ▸ To attract top talent in a competitive industry and labor market, we have offered, and believe we will need to continue to offer, robust compensation packages before we can validate an individual’s productivity. Many companies now offer· · ● · · 1 ▸ We became a public company in December 2020, and as a public company (and particularly after we are no longer an “emerging growth company”) we incur significant legal, accounting and other expenses that we did not incur as a private· · ● · · 1 ▸ We incorporate technology from third-party vendors into our platform. While we have a vendor management policy and process, which may include performing due diligence and/or risks assessments, as well potentially seeking contractual· · ● · · 1 ▸ We rely on third-party payment processors to process customer payments on our platform. If a payment processor terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we may· · ● · · 1 ▸ Limited Partner) would have certain assumed tax benefits available to us and that we and our consolidated subsidiaries (including the Special Limited Partner) would be able to use the assumed and potential tax benefits in future years.· ● · · · 1 ▸ We entered into a license agreement with RSG, pursuant to which we granted to it and its affiliates a perpetual, royalty-free license to use in specific fields of use certain trademarks and domain names that RSG and certain of its· ● · · · 1 ▸ A substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based service providers. We use technology-based service providers such as CloudFlare to mitigate any● · · · · 1 ▸ Economic downturns and political and market conditions beyond our control, including reduced consumer discretionary spending, could adversely affect our business, financial condition, results of operations and prospects.● ● · · · 2 ▸ If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.● ● · · · 2 ▸ Increases in our income tax rates, changes in income tax laws or disagreements with tax authorities can adversely affect our business, financial condition or results of operations.● · · · · 1 ▸ Our Charter includes provisions that may require stockholders to sell their securities if the stockholder is deemed to be “unsuitable” for purposes of certain gaming regulations.● · · · · 1 ▸ Some of our license agreements contain minimum guaranteed payments to the third party. If we are unable to generate sufficient revenue to offset the minimum guaranteed payments, it could negatively affect our business, financial condition,● · · · · 1 ▸ Sports leagues shortening, delaying or cancelling their events or seasons due to COVID-19 could adversely affect our business, financial condition, results of operations and prospects.● · · · · 1 ▸ The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses as a result of being a public company may be greater than we anticipate.● ● ● ● · 4 ▸ To date, COVID-19 has significantly impacted our business and the impact of any eventual recovery from the ongoing COVID-19 pandemic on our business, operating results and growth rates is currently unknown or uncertain.● · · · · 1 ▸ We currently, and intend to continue to, use these exemptions. As a result, we may not have a majority of independent directors on our Board, our compensation and our nominating and corporate governance committees may not consist● · · · · 1 ▸ We have a history of losses and we may continue to incur losses in the future.● ● ● · · 3 ▸ Competition in the online and retail sports betting and online gaming industry is intense and, as a result, we may fail to attract and retain customers, which may negatively impact our operations and growth prospects.● ● ● ● ● 5 ▸ Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business, financial condition, results of operations and prospects.● ● ● ● ● 5 ▸ If Internet or other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition, results of operations and prospects could be adversely affected.● ● ● ● ● 5 rw ▸ In certain cases, payments under the TRA may exceed the actual tax benefits we and our consolidated subsidiaries (including the Special Limited Partner) realize or be accelerated.● ● ● ● ● 5 rw ▸ Negative publicity about us or an adverse shift in public opinion regarding sports betting or online casino may adversely impact our business and customer retention.● ● ● ● ● 5 rw ▸ Our Charter’s exclusive forum provision may have the effect of discouraging lawsuits against our directors and officers.● ● ● ● ● 5 ▸ Our insurance may not provide adequate levels of coverage against claims.● ● ● ● ● 5 ▸ Our operating results may vary, which may make future results difficult to predict with certainty.● ● ● ● ● 5 ▸ Our platform contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our offerings.● ● ● ● ● 5 ▸ Our principal asset is our interests in RSILP (held through our wholly owned subsidiaries), and accordingly we depend on distributions from RSILP to pay taxes and expenses.● ● ● ● ● 5 ▸ Our projections, including for revenues, market share, expenses and profitability, are subject to significant risks, assumptions, estimates and uncertainties and may therefore differ materially from our expectations.● ● ● ● ● 5 ▸ Provisions in our Charter may inhibit a takeover of the Company, which could limit the price investors might be willing to pay in the future for securities and could entrench management.● ● ● ● ● 5 ▸ group Risks Related to Government Regulation● ● ● ● ● 5 ▸ group Risks Related to Intellectual Property and Data Security● ● ● ● ● 5 ▸ group Risks Related to Our Arrangements with Affiliates● ● ● ● ● 5 ▸ group Risks Related to Our Business and Industry● ● ● ● ● 5 ▸ group Risks Related to our Liquidity and Capital Resources● ● ● ● ● 5 ▸ Risks Related to our Securities, Corporate Structure, Governing Documents and Tax Receivable Agreement● ● ● ● ● 5 ▸ group Risks Related to our Third-Party Vendor Relationships● ● ● ● ● 5 ▸ group Summary of the Material Risks Associated with Our Business● ● ● ● ● 5 ▸ The Controlling Holders control us, and their interests may conflict with ours or yours in the future.● ● ● ● ● 5 ▸ The success of existing or future online offerings, including win or hold rates, depends on a variety of factors and is not completely controlled by us.● ● ● ● ● 5 rw ▸ There can be no assurance that we will be able to comply with the NYSE’s continued listing standards.● ● ● ● ● 5 ▸ We have arrangements with our affiliates that impact our operations.● ● ● ● ● 5 ▸ We license certain trademarks and domain names to RSG and its affiliates, and RSG’s and its affiliates’ use of such trademarks and domain names may harm our business.● ● ● ● ● 5 ▸ We may have difficulty accessing the service of banks, credit card issuers and payment processing providers, which may make it difficult to provide our offerings.● ● ● ● ● 5 ▸ We may invest in or acquire other businesses or enter into partnerships, and our business may suffer if we are unable to successfully integrate acquired businesses or otherwise manage the growth associated with such transactions.● ● ● ● ● 5 rw ▸ We operate internationally, which subjects us to additional costs, complexities and risks that could adversely affect our operating results.● ● ● ● ● 5 rw 
