On February 28, 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?), with respect to certain transactions (the ?Proposed Transaction?). Immediately following the Merger Effective Time, it is intended that Mr. Randy Taylor shall resign as Chief Executive Officer of the Company and shall be appointed as a director of the combined company.