International Game Technology PLC as Issuer IGT, IGT Canada Solutions ULC, IGT Foreign Holdings Corporation, IGT Germany Gaming GmbH, IGT Global Solutions Corporation, IGT Lottery S.r.l. and International Game Technology as Guarantors BNY Mellon...International Game Technology PLC • March 3rd, 2022 • Services-miscellaneous amusement & recreation • New York
GTECH S.P.A. (1)Gtech Senior Facilities Agreement • July 26th, 2019 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
THIS SENIOR FACILITIES AGREEMENT (this “Agreement”) is dated 4 November 2014, amended on 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017, 17 December 2018, and 23 July 2019 and made
VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 28, 2024 (the “Agreement Date”), by and among Everi Holdings Inc., a Delaware corporation ( “Merger Partner”), International Game...Voting and Support Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware
BOARD OBSERVER AGREEMENTBoard Observer Agreement • March 3rd, 2022 • International Game Technology PLC • Services-miscellaneous amusement & recreation • England
This agreement (“Agreement”) is made effective as of November 15, 2021, by INTERNATIONAL GAME TECHNOLOGY PLC (company number 09127533), a public limited company incorporated under the laws of England and Wales (the “Company”), and DE AGOSTINI S.P.A., a società per azioni organized under the laws of Italy (the “Shareholder”).
REAL ESTATE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, INTERNATIONAL GAME TECHNOLOGY and EVERI HOLDINGS INC. Dated as of February 28, 2024Real Estate Matters Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
SEPARATION AND SALE AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PlC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Separation and Sale Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This SEPARATION AND SALE AGREEMENT (this “Agreement”) is entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PlC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
International Game Technology PLC as Issuer IGT US OpCo, IGT Canada Solutions ULC, IGT Foreign Holdings Corporation, IGT Germany Gaming GmbH, IGT Global Solutions Corporation, International Game Technology and Lottomatica Holding S.r.l. as Guarantors...Indenture • March 3rd, 2020 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
SUPPORT AGREEMENTSupport Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 26, 2024 (the “Agreement Date”), by and among Voyager Parent, LLC, a Delaware limited liability company (“Buyer”) Everi Holdings Inc., a Delaware corporation (“Merger Partner”), International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Remainco (“Spinco”), and the shareholder of Remainco listed on Schedule A and the signature pages hereto (“Shareholder”). Each of Buyer, Merger Partner, Remainco, Spinco and Shareholder is sometimes referred to as a “Party” and are sometimes collectively referred to as the “Parties”
SEPARATION AND DISTRIBUTION AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, INTERNATIONAL GAME TECHNOLOGY and EVERI HOLDINGS INC. Dated as of February 28, 2024Separation and Distribution Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL GAME TECHNOLOGY PLC IGNITE ROTATE LLC EVERI HOLDINGS INC. VOYAGER PARENT, LLC and VOYAGER MERGER SUB, INC. Dated as of July 26, 2024Agreement and Plan of Merger • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); and (e) VOYAGER MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Buyer (“Buyer Sub”) (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TAX MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, INTERNATIONAL GAME TECHNOLOGY and EVERI HOLDINGS INC. Dated as of February 28, 2024Tax Matters Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
ContractFirst Supplemental Indenture • March 3rd, 2020 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 20, 2019, among INTERNATIONAL GAME TECHNOLOGY PLC (the “Issuer”), BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee (the “Trustee”), and NATWEST MARKETS PLC, as Security Agent (the “Security Agent”).
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL GAME TECHNOLOGY PLC IGNITE ROTATE LLC EVERI HOLDINGS INC. and EMBER SUB LLC Dated as of February 28, 2024Agreement and Plan of Merger • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
EMPLOYEE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, INTERNATIONAL GAME TECHNOLOGY and EVERI HOLDINGS INC. Dated as of February 28, 2024Employee Matters Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
Dated December 2012 Trust Deed 3.500 per cent. Guaranteed Notes due 5 March 2020 between Lottomatica Group S.p.A. as Issuer and GTECH Corporation GTECH Holdings Corporation GTECH Rhode Island LLC Invest Games S.A. as Guarantors and BNY Mellon...Agency Agreement • November 21st, 2014 • Georgia Worldwide PLC • Services-miscellaneous amusement & recreation
13,200,000 ORDINARY SHARES, NOMINAL VALUE $0.10 PER SHARE INTERNATIONAL GAME TECHNOLOGY PLC UNDERWRITING AGREEMENTInternational Game Technology PLC • May 25th, 2018 • Services-miscellaneous amusement & recreation • New York
CONFIDENTIALInternational Game Technology PLC • July 26th, 2019 • Services-miscellaneous amusement & recreation
Request - Senior Facility Agreement dated 25 July 2017, as amended 18 December 2018, for the €1,500,000,000 term loan facility among International Game Technology PLC, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca - Banca di Credito Finanziario S.p.A., as the Agent (the “Senior Facility Agreement”)
AMENDMENT AND RESTATEMENT AGREEMENTDATED 21 JULY 2021AMONGINTERNATIONAL GAME TECHNOLOGY PLCAS THE PARENTIGT LOTTERY HOLDINGS B.V.AS THE FACILITY B BORROWERANDMEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.AS THE AGENTRELATING TO A SENIOR FACILITY...Igt Senior Facilities Agreement • July 26th, 2021 • International Game Technology PLC • Services-miscellaneous amusement & recreation
CONFIDENTIALInternational Game Technology PLC • May 13th, 2020 • Services-miscellaneous amusement & recreation
First Amended and Restated Third Amendment Request ‑ Senior Facility Agreement dated 25 July 2017, as amended 18 December 2018 and 18 July 2019, for the €1,500,000,000 term loan facility among the Company, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Designated Activity Company (formerly Bank of America Merrill Lynch International Limited) and Mediobanca ‑ Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca, as the Agent (the "Senior Facility Agreement")
CONFIDENTIALInternational Game Technology PLC • December 21st, 2018 • Services-miscellaneous amusement & recreation
Fifth Amendment Request - Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016 and 31 July 2017, for the US$1,200,000,000 and €725,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor-by-merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Scot
Board Observer AgreementBoard Observer Agreement • May 30th, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation • England
This agreement (the “Agreement”) is made effective as of 18 May 2018, by International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and De Agostini S.p.A., a società per azioni organized under the laws of Italy (the “Shareholder”).
GTECH S.P.A. as Parent and Original Borrower GTECH CORPORATION as Original Guarantor BNP PARIBAS, ITALIAN BRANCH as Mandated Lead Arranger and Original International Lender BANCA IMI S.P.A. as Mandated Lead Arranger UNICREDIT BANK AG, MILAN BRANCH as...Gtech Senior Facilities Agreement • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation
REAL ESTATE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY plc, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Real Estate Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, llc, a Delaware limited liability company (“Buyer”, and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONFIDENTIALInternational Game Technology PLC • May 13th, 2020 • Services-miscellaneous amusement & recreation
First Amended and Restated Seventh Amendment Request ‑ Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017, 17 December 2018 and 24 July 2019, for the US$1,050,000,000 and €625,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor‑by‑merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca ‑ Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Roy
INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeFirst Supplemental Indenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 3 TO FIRST SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “AMENDMENT NO. 3”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corporat
INTERNATIONAL GAME TECHNOLOGY as Company WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and THE ROYAL BANK OF SCOTLAND PLC as Security Agent AMENDMENT NO. 4 Dated as of February 28, 2018 TO FIRST SUPPLEMENTAL INDENTURE Dated as of June 15, 2009...Supplemental Indenture • March 15th, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 4 TO FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2018 (this "Amendment No. 4"), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the "Company"); WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee"), and THE ROYAL BANK OF SCOTLAND PLC, a public limited company organized under the laws of England and Wales (the "Security Agent").
INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeIndenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 2 TO THIRD SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “Amendment No. 2”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corporat
EMPLOYEE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Employee Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONFIDENTIALInternational Game Technology PLC • July 26th, 2019 • Services-miscellaneous amusement & recreation
Request - Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017 and 17 December 2018, for the US$1,200,000,000 and €725,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor-by-merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Sc
CONFIDENTIALInternational Game Technology PLC • December 21st, 2018 • Services-miscellaneous amusement & recreation
First Amendment Request - Senior Facility Agreement dated 25 July 2017 for the €1,500,000,000 term loan facility among International Game Technology PLC, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca - Banca di Credito Finanziario S.p.A., as the Agent (the “Senior Facility Agreement”)
Dated 6 December 2020 Share Sale and Purchase Agreement relating to the sale and acquisition of Lottomatica Videolot Rete S.p.A. and Lottomatica Scommesse S.r.l. among Lottomatica Holding S.r.l. as the Seller International Game Technology PLC as the...Sale and Purchase Agreement • March 2nd, 2021 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into on 6 December 2020 by and among Lottomatica Holding S.r.l., a società a responsabilità limitata incorporated under the laws of Italy, having its registered office at Viale del Campo Boario 56/D, 00154 Rome, Italy, and registered with the Companies Register of Rome (Registro delle Imprese di Roma) under no. 13044331000 (the “Seller”); International Game Technology PLC, a public limited company incorporated under the laws of England and Wales, having its registered office at Marble Arch House, Second Floor, 66 Seymour Street, London W1H 5BT, England, and registered with Companies House under no. 09127533 (the “Guarantor”); and Gamenet Group S.p.A., a società per azioni incorporated under the laws of Italy, having its registered office at Via degli Aldobrandeschi, 300, 00163 Rome, Italy, and registered with Companies Register of Rome (Registro delle Imprese di Roma) under no. 13917321005 (the “Buyer”).
INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeSecond Supplemental Indenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 2 TO SECOND SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “Amendment No. 2”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corpora
TAX MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Tax Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Contract1 Board Observer Agreement This Agreement • March 12th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • England
SHARE PURCHASE AGREEMENT(in respect of Lis Holding S.p.A.)Share Purchase Agreement • March 3rd, 2022 • International Game Technology PLC • Services-miscellaneous amusement & recreation
(for the purposes of this Agreement, the Seller and the Purchaser are jointly referred to as the “Parties” and each of them also as a “Party”)
