X0306 4 2016-12-23 0 0001615063 Inspired Entertainment, Inc. INSE 0001614352 MIHI LLC 125 WEST 55TH STREET NEW YORK NY 10019 0 0 1 0 0001418333 MACQUARIE GROUP LTD NO. 50 MARTIN PLACE SYDNEY, NEW SOUTH WALES, C3 AUSTRALIA 0 0 1 0 Common Stock 2016-12-23 4 A 0 2700000 A 3023750 D Warrant 5.75 2016-12-23 4 J 0 3500000 D 2017-01-22 2021-12-23 Common Stock 1750000 1500000 D Warrant 5.75 2016-12-23 4 A 0 500000 0.50 A 2017-01-22 2021-12-23 Common Stock 250000 2000000 D Warrant 5.75 2016-12-23 4 A 0 2000000 0.50 A 2017-01-22 2021-12-23 Common Stock 1000000 4000000 D Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby. These 2,700,000 common shares of Inspired Entertainment, Inc., formerly known as Hydra Industries Acquisition Corp. (the "Issuer") consist of 500,000 founder shares which are subject to transfer restrictions (as disclosed on under "Transfer restrictions on founder shares" on Form S-1 filed August 19, 2014) and 2,200,000 common shares, which were acquired at the consummation of the Issuer's initial business combination pursuant to the Contingent Forward Purchase Contract, dated October 24, 2014, by and between Hydra Industries Acquisition Corp. and MIHI LLC (the "Contingent Forward Purchase Contract"). Pursuant to the Contingent Forward Purchase Contract, MIHI LLC acquired, for an aggregate purchase price of $20,004,347.83, upon the initial business combination, but in multiple steps, (i) 2,200,000 Issuer common shares, (ii) 2,000,000 warrants to purchase one-half of one share of the Issuer's common stock, at an exercise price of $5.75 per half share, (continued from Footnote 2) and (iii) 500,000 founder shares of the Issuer. The acquisition of such securities is being reported now in connection with the Issuer's consummation of a business combination on December 23, 2016. As an inducement to the agreement of certain institutional and accredited investors (the "Purchasers") to purchase shares of the Issuer, from public stockholders in advance of the Issuer's proposed business combination, MIHI LLC agreed to transfer for no value 3,500,000 private placement warrants to Hydra Industries Sponsor LLC (the "Sponsor"). Pursuant to the Promissory Note, dated as of March 16, 2016, by and between the Issuer and MIHI LLC, MIHI LLC converted its $250,000 sponsor loan note into 500,000 warrants of the Issuer. The exercise price of the warrants is $5.75 per half share. Warrants may only be exercised for whole shares (2 warrants at $11.50 per share). (1) Inspired Entertainment, Inc. is successor to Hydra Industries Acquisition Corp. (2) Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby. MIHI LLC, /s/ Duncan Murdoch, Vice President 2017-01-04 MIHI LLC, /s/ Tobias Bachteler, Vice President 2017-01-04 MACQUARIE GROUP LIMITED, /s/ Gus Wong, Attorney-in-Fact 2017-01-04 MACQUARIE GROUP LIMITED, /s/ Paulina Chan, Authorized Signatory 2017-01-04