As previously announced on February 29, 2024, Everi Holdings Inc., a Delaware corporation (the ?Company? or ?Everi?) entered into definitive agreements with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (?IGT?), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT (?Spinco?), and Ember Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (?Merger Sub,? and together with Everi, IGT and Spinco, the ?Parties?), pursuant to which, and subject to the terms and conditions of the definitive agreements, the Parties agreed to consummate certain proposed transactions.

On March 13, 2024, in connection with the Proposed Transactions, each of Linster W. Fox, Maureen T. Mullarkey, Atul Bali and Secil Tabli Watson notified the board of directors (the ?Board?) of Everi of such individual?s resignation from the Board, including all committees thereof, effective upon the Closing and contingent upon the Closing. The Closing is expected to close in late 2024 or early 2025, subject to receipt of regulatory approvals, shareholder approvals, and other customary closing conditions.